ONVO Organovo Holdings, Inc. - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 16, 2025, VivoSim Labs, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 2,607,962 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding as of the October 17, 2025 record date, 972,769 shares, or 37.29%, constituting a quorum, were represented at the Annual Meeting either virtually or by proxy.

A description of each proposal voted upon at the Annual Meeting is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 3, 2025 (the “Proxy Statement”).Set forth below is a brief description of each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal.

(1) Election of Directors . The Company’s stockholders elected Douglas Jay Cohen and David Gobel as Class II directors, each to hold office until the 2028 Annual Meeting of Stockholders and until his respective successor is elected and qualified. The following table shows the tabulation of the votes cast “For” and “Withheld” for each of Mr. Cohen and Mr. Gobel as well as the “Broker Non-Votes” submitted for this proposal:

Director

For

Withheld

Broker Non-Votes

Douglas Jay Cohen

212,079

15,531

745,159

Director

For

Withheld

Broker Non-Votes

David Gobel

212,420

15,190

745,159

(2) Ratification of Auditors . The Company’s stockholders ratified the appointment of Rosenberg Rich Baker Berman P.A. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026, with the approval of 97.91% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” submitted for this proposal:

For

Against

Abstentions

935,525

19,923

17,321

(3) Advisory Vote on the Compensation of Named Executive Officers . The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with the approval of 89.97% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker Non-Votes” submitted for this proposal:

For

Against

Abstentions

Broker Non-Votes

193,240

21,542

12,828

745,159

(4) Frequency of Advisory Vote on Executive Compensation . The Company’s stockholders approved the frequency, on a non-binding, advisory basis, of “one year” on the frequency of future stockholder votes on executive compensation, with 97.17% of the votes cast for “one year”. The following table shows the tabulation of the votes cast for “one year”, “two years” and “three years”, as well as the “Abstentions” submitted for this proposal:

One Year

Two Years

Three Years

Abstentions

207,095

974

5,053

14,488

In light of the advisory vote of the Company’s stockholders to hold future advisory votes on the compensation of the Company’s named executive officers every one year, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

No other items were presented for stockholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).