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VivoSim Labs, Inc.

NASDAQ:VIVS
Annual Meeting

of Shareholders

MEETING DATE

09/30/2026
DEF 14A FILED
08/21/2026
PUBLISHED
08/21/2026 8:02 pm
TIME TO PUBLISH
08/23/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:VIVS · CUSIP 68620A302 · CLASS common stock · CIK 0001497253

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

4
FOR
2
AGAINST
0
WITHHOLD
6
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
To elect each of Keith Murphy and Adam Stern as a Class III director to hold office until the 2029 Annual Meeting of Stockholders and until his respective successor is elected and qualified
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states this is an uncontested election and the board recommends each nominee.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
To ratify the appointment of Rosenberg Rich Baker Berman P.A. as our independent registered public accounting firm for the fiscal year ending March 31, 2027
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states the Audit Committee determined RRBB P.A. services are compatible with maintaining independence.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
To approve, on an advisory basis, the compensation of our named executive officers
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states approximately 90% of votes cast supported the prior say-on-pay proposal.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
To approve an amendment to the Company's Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board of Directors of the Company (the "Board") at any time on or before September 30, 2027, a reverse stock split of the Company's common stock, at a ratio to be determined by the Board within a range of 1-for-5 to 1-for-20 (or any number in between), without reducing the authorized number of shares of common stock and without further approval or authorization of our stockholders
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the reverse split would increase authorized but unissued shares and could dilute existing stockholders.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
To approve an amendment and restatement of the Company's Amended and Restated 2022 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 3,165,000 shares and make certain other clarifying changes
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states the plan prohibits repricing without stockholder approval and has no evergreen provision.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
To approve, in accordance with Nasdaq Listing Rule 5635(d) and as required under the terms of the Company's July 2026 private placement transaction, (i) the issuance of 4,705,883 shares of common stock upon exercise of those certain common stock purchase warrants issued in such transaction and (ii) the reduction of the exercise price of those certain common stock purchase warrants issued on May 13, 2024 from $9.60 to $0.85 per share of common stock
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the warrant issuance and repricing could dilute existing stockholders by approximately 23.85%.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

e628e7151e8f849bb30be7ef43949d71c5667737ac1d01a5c182c539560b6fee

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