NT 10-K

NT 10-K 1 vivsnt10k33126.htm NT 10-K NT 10-K


	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION	SEC FILE NUMBER
	Washington, D.C. 20549	001-35996

	FORM 12b-25	CUSIP NUMBER
		68620A302
	NOTIFICATION OF LATE FILING


(Check One):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

		For Period Ended: March 31, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

     Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

    

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION


VivoSim Labs, Inc.
Full Name of Registrant


Former Name if Applicable

11555 Sorrento Valley Rd, Suite 100
Address of Principal Executive Office (Street and Number)

San Diego, California 92121
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

VivoSim Labs, Inc. (the “Registrant”) has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Form 10-K”) by June 29, 2026, the prescribed due date, because it requires more time to gather necessary information for the preparation and finalization of its financial statements and other disclosures to be included in the Form 10-K. The Registrant is working diligently to complete the Form 10-K as soon as practicable, which the Registrant anticipates will not be later than the fifteenth calendar day following the prescribed due date for the Form 10-K, or July 14, 2026.

PART IV - OTHER INFORMATION


(1)	Name and telephone number of person to contact in regard to this notification


Norman Staskey, Chief Financial Officer	(858)	224-1000
(Name)	(Area Code)	(Telephone Number)


(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No


(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

VivoSim Labs, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 29, 2026	By:	/s/ Norman Staskey
		Norman Staskey
		Chief Financial Officer