Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 17, 2026, VivoSim Labs, Inc., a Delaware corporation (the "Company"), received a written notice (the "Notice") from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) ("Rule 5550(a)(2)").

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided with an initial period of 180 calendar days, or until February 16, 2027, to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. The Notice provides that the Nasdaq staff will provide written confirmation to the Company if the Company regains compliance with Rule 5550(a)(2).

If the Company does not regain compliance with Rule 5550(a)(2) by February 16, 2027, the Company may be eligible for an additional compliance period of 180 calendar days. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice to Nasdaq of its intention to cure the bid price deficiency during the second compliance period. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities will be subject to delisting. In the event of such a notification, the Company may appeal the Staff's determination to delist its securities, but there can be no assurance the Staff would grant any request for continued listing.

The Notice has no immediate effect on the listing or trading of the Company's common stock and the Company's common stock will continue to trade on the Nasdaq Capital Market under the symbol "VIVS". The Company intends to monitor the closing bid price of its common stock and consider its available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Rule 5550(a)(2) by February 16, 2027, including effecting a reverse stock split, which would be subject to the prior approval of the Company's stockholders.

The Company has included in its preliminary proxy statement for its 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission (the "SEC") on August 10, 2026, as amended by Amendment No. 1 thereto, filed with the SEC on August 13, 2026, a proposal to effect a reverse stock split of the Company's common stock, at a ratio to be determined by the Company's Board of Directors within a range of 1-for-5 to 1-for-20 (or any number in between). If the proposal is approved by the Company's stockholders and the reverse stock split is implemented, the Company believes it would regain compliance with Rule 5550(a)(2), although there can be no assurance that the Company's stockholders will approve the proposal to effect a reverse stock split, that the Company will effect a reverse stock split, that the Company will be able to regain compliance with Nasdaq's minimum bid price requirement, or that the Company will maintain its compliance with the other listing requirements necessary for the Company to maintain the listing of its common stock on the Nasdaq Capital Market.