VivoSim Labs, INC. — fact timeline

VivoSim Labs, INC. entered into Securities Purchase Agreement with certain accredited investors (effective 2026-03-31).

“In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) on March 31, 2026, the form of which is filed as Exhibit 10.1, and which contains customary representations and warranties and agreements of each party thereto and customary indemnification rights and oblig”

VivoSim Labs, INC.: Amended and restated Amended and Restated Bylaws to reflect the corporate name change to VivoSim Labs, Inc., effective April 24, 2025, with no other changes (effective 2025-04-24).

“effective April 24, 2025, the Company amended and restated its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name Change (the “A&R Bylaws”).”

VivoSim Labs, INC.: Changed company name from Organovo Holdings, Inc. to VivoSim Labs, Inc. via Certificate of Fourth Amendment to Certificate of Incorporation, effective April 24, 2025 at 12:01 a.m. Eastern Time, no stockholder approval required under DGCL (effective 2025-04-24).

“Effective at 12:01 a.m. (Eastern Time) on April 24, 2025, Organovo Holdings, Inc., a Delaware corporation (the “Company”), changed its name to VivoSim Labs, Inc. (the “Name Change”) by filing a Certificate of Fourth Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware on April 23, 2025.”

VivoSim Labs, INC. completed a disposition involving Eli Lilly and Company for $10.0 million upfront cash payment plus potential milestone payments of up to $50.0 million (closed 2025-03-25).

“On March 25, 2025, the Company and Lilly completed the Asset Sale. The consideration for the Asset Sale consists of (i) an upfront cash payment by Lilly to the Company equal to $10.0 million, of which $9.0 million was paid at closing and the remaining $1.0 million was deposited into escrow for 15 months to satisfy any claims for indemnification during such period”

Vaidehi Joshi resigned as Director at VivoSim Labs, INC..

“On March 21, 2025, Vaidehi Joshi notified the Board of Directors (the "Board") of the Company that she resigned from the Board and all committees of the Board, effective as of March 21, 2025.”

VivoSim Labs, INC.: On March 20, 2025, the company filed a Certificate of Third Amendment to its Certificate of Incorporation to effect a 1-for-12 reverse stock split (effective 2025-03-20).

“On March 20, 2025, Organovo Holdings, Inc. (the “Company”) filed a Certificate of Third Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split (the “Reverse Split”) of the shares of Company’s common stock, par value $0.001 per share (“Common Stock”).”

VivoSim Labs, INC. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 16, 2025, the Staff provided a notice to the Company (the “Nasdaq Notice”) that the Company had not regained compliance with Rule 5550(a)(2) and is not eligible for a second 180 calendar day compliance period as the Company does not comply with the requirements for initial listing on The Nasdaq Capital Market. The Nasdaq Notice further indicated that, unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s common stock would be subject to delisting. As a result, the Company intends to timely request a hearing. The hearing request will automatic”

VivoSim Labs, INC. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 16, 2025, the Staff provided a notice to the Company (the “Nasdaq Notice”) that the Company had not regained compliance with Rule 5550(a)(2) and is not eligible for a second 180 calendar day compliance period as”

VivoSim Labs, INC. entered into Securities Purchase Agreements with certain purchasers valued at Public offering of 1,562,500 shares of common stock and accompanying Common Warrants at $0.80 per un (effective 2024-05-08).

“In connection with the Offering, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain purchasers on May 8, 2024.”

VivoSim Labs, INC. entered into Placement Agency Agreement with JonesTrading Institutional Services LLC valued at Cash fee of 5.0% of aggregate gross proceeds raised in the Offering; net proceeds approximately $4.7 (effective 2024-05-08).

“In connection with the Offering, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) on May 8, 2024 with JonesTrading Institutional Services LLC (the “Placement Agent”), as the placement agent in connection with the Offering.”

VivoSim Labs, INC. shareholders rejected Amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-10-31 meeting.

“The Company held the Annual Meeting on October 31, 2023.”

VivoSim Labs, INC. shareholders approved Approval of 2023 ESPP at the 2023-10-31 meeting.

“The Company held the Annual Meeting on October 31, 2023.”

VivoSim Labs, INC. shareholders approved Advisory vote on compensation of named executive officers at the 2023-10-31 meeting.

“The Company held the Annual Meeting on October 31, 2023.”

VivoSim Labs, INC. shareholders approved Ratification of appointment of Rosenberg Rich Baker Berman P.A. as independent registered public accounting firm for fiscal year ending March 31, 2024 at the 2023-10-31 meeting.

“The Company held the Annual Meeting on October 31, 2023.”

VivoSim Labs, INC. shareholders approved Election of Keith Murphy and Adam Stern as Class III directors at the 2023-10-31 meeting.

“The Company held the Annual Meeting on October 31, 2023.”

VivoSim Labs, INC. announced a restructuring with charges of approximately $0.5 million (approximately six employees, which represented approximately 24% of its employees).

“The Company now estimates that it will incur approximately $0.5 million of cash expenditures in connection with the reduction in force, which relate to severance pay, and are expected to be incurred through the quarter ending June 30, 2024.”

Jeffrey Miner was terminated as Chief Scientific Officer at VivoSim Labs, INC..

“Jeffrey Miner, Ph.D., the Company’s former Chief Scientific Officer, was notified that his employment with the Company would be terminated. Dr. Miner’s last day of employment was August 25, 2023.”

Tom Jurgensen was terminated as General Counsel and Corporate Secretary at VivoSim Labs, INC..

“Tom Jurgensen, the former General Counsel and Corporate Secretary of the Company, was notified that his employment with the Company would be terminated.”

VivoSim Labs, INC. engaged Rosenberg Rich Baker Berman P.A. as its auditor.

“the Audit Committee approved the appointment of Rosenberg Rich Baker Berman P.A. (“RRBB P.A.”) as the Company’s new independent registered public accounting firm, effective as of August 31, 2023”

Mayer Hoffman McCann P.C. resigned as auditor of VivoSim Labs, INC..

“Mayer Hoffman McCann P.C. (“MHM”) informed the Company and the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors that it would not stand for re-election as the Company’s independent registered public accounting firm”

VivoSim Labs, INC. announced a restructuring (approximately six employees, which represents approximately 24% of its employees as of August 18, 2023).

“On August 18, 2023, Organovo Holdings, Inc. (the “Company”) announced to its employees a plan to reduce the Company’s workforce, effective August 25, 2023, by approximately six employees, which represents approximately 24% of its employees as of August 18, 2023.”

Jeffrey Miner was terminated as Chief Scientific Officer at VivoSim Labs, INC..

“on August 16, 2023, Tom Jurgensen, the Company’s General Counsel and Corporate Secretary, and Jeffrey Miner, the Company’s Chief Scientific Officer, were each notified that his employment with the Company would be terminated.”

Tom Jurgensen was terminated as General Counsel and Corporate Secretary at VivoSim Labs, INC..

“on August 16, 2023, Tom Jurgensen, the Company’s General Counsel and Corporate Secretary, and Jeffrey Miner, the Company’s Chief Scientific Officer, were each notified that his employment with the Company would be terminated.”

Mayer Hoffman McCann P.C. resigned as auditor of VivoSim Labs, INC..

“On July 18, 2023, Mayer Hoffman McCann P.C. ("MHM") informed Organovo Holdings, Inc. (the "Company") and the Audit Committee of the Company's Board of Directors that it would not stand for re-election as the Company's independent registered public accounting firm”

VivoSim Labs, INC. entered into Purchase Agreement with Metacrine, Inc. valued at $4 million (effective 2023-03-10).

“On March 10, 2023, Organovo, Inc. (“Organovo”), a wholly-owned subsidiary of Organovo Holdings, Inc., entered into and closed an asset purchase agreement (the “Purchase Agreement”) with Metacrine, Inc. (“Metacrine”).”

Vaidehi Joshi was appointed as Class I Director at VivoSim Labs, INC..

“Effective March 8, 2022, the Board of Directors (the “Board”) of Organovo Holdings, Inc. (the “Company”) appointed Vaidehi Joshi to the Board as Class I Director.”

Thomas P. Hess was appointed as President, Chief Financial Officer and Principal Financial Officer at VivoSim Labs, INC..

“On October 6, 2021, the Company’s Board of Directors appointed Thomas P. Hess, age 57, as the Company’s newly appointed President, Chief Financial Officer and Principal Financial Officer, effective October 6, 2021, in connection with the resignation of Mr. Lieber.”

Jonathan Lieber resigned as President, Chief Financial Officer and Principal Financial Officer at VivoSim Labs, INC..

“On October 6, 2021, Jonathan Lieber, the President, Chief Financial Officer and Principal Financial Officer of Organovo Holdings, Inc. (the “Company”), notified the Company of his intent to resign, effective October 6, 2021, from his part-time role to pursue a full-time opportunity.”