EXHIBT 10.1

VivoSim Labs, Inc.

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

July 25, 2025

Tony Lialin

[...***...]

RE: Offer Letter

Dear Tony:

On behalf of VivoSim Labs, Inc., and its subsidiaries, including, without limitation, namely Organovo Inc. and VivoSim, Inc. (“Company”), it is a great pleasure to extend you an offer of full-time employment as Chief Commercial Officer, contingent on approval of the Company’s Board of Directors (“Board”), reporting to Keith Murphy, Executive Chairman. In making this offer, we are expressing our enthusiastic support for the skills and commitment you will bring to our exciting team. We are pleased to offer you the following:

Salary: Your base salary for this exempt position will be $360,000 per year, paid bi-weekly and subject to deductions and income tax withholding as required by law or the policies of the Company. Future increases will be considered by the Compensation Committee in its review or executive compensation. You will be considered an exempt employee. Any future increases will be awarded on an annual basis based upon performance.

Bonus: You are eligible to participate in the Company’s Bonus Plan, with a target incentive of up to 40% of the portion of your annual base salary actually paid by Company; however, the actual bonus received will be based upon the Company’s performance and the achievement of both corporate and individual goals each fiscal year. Bonus payments will be subject to required deductions and withholdings and are calculated as a proportion of annual W-2 earnings. The Company’s Compensation Committee shall have the sole discretion to determine whether you have earned any bonus set forth in this paragraph, and if so, the amount of any such bonus.

At the Company, our salary merit increases, potential bonus amounts, and annual equity grants are based upon the assumption that an employee has provided services to the Company for the entire fiscal year. Therefore, if you join the Company at any time between April 1st and March 31st of any fiscal year, your potential salary merit increase, potential bonus, and equity grants, if any are awarded, will be prorated for the actual amount of service you provide during the fiscal year.

If you join the Company in the fourth quarter of the Company’s fiscal year (between Jan 1st and March 31st), you will not be eligible to participate in the annual performance review cycle for that fiscal year, and will not receive any salary increase, bonus, or equity increases in that fiscal year.

Signing Bonus: Should you accept the employment offer, the Company will offer you a signing bonus fee in the amount of $10,000.

Equity Package: In addition, we are pleased to offer you 40,000 (forty thousand) stock option shares, subject to approval by the Board’s Compensation Committee. One-fourth (1/4th) of the shares will vest one year from the Vesting Commencement Date, which will be set by the Board when the shares are granted and the remainder on a quarterly basis thereafter over a period totaling four years from the Vesting Commencement Date, subject to your continuous service through such date, and subject to the terms and conditions of the Company’s Amended & Restated 2022 Equity Incentive Plan.

Benefits: The Company provides eligibility for group medical, dental and vision insurance plans for employees and their dependents if you devote at least twenty (20) hours per week on average to the Company.

Should you be eligible for and accept the Company’s offer, medical benefits become effective on the first of the month following date of hire. The Company also has a 401(k) retirement plan with a company specified match, and a Section 125 plan allowing employees to have a health care spending account and a dependent care spending account. These latter items allow employees to make contributions with pre-tax dollars. Finally, the Company also offers long term disability, accidental death & dismemberment and life insurance (at one times your annual base salary) fully paid for by the Company.

Time Off: Instead of providing a fixed number of vacation days in a given year, the Company permits employees the flexibility to take time off with pay for reasonable rest and relaxation at their discretion, subject to the Company’s needs, the specific duties and expectations of each employee’s position within the company, and receiving supervisor pre-approval. We also offer eight (8) paid holidays and Sick Leave Benefits.

Employees are eligible for sick leave beginning on the first day of employment and the Company provides up to 40 hours of paid sick leave annually, renewing January 1 each year.

Start Date: Should you find our offer attractive, we would like your official start date to be August 11, 2025.

This employment offer is contingent upon you signing our Employee Confidentiality Agreement providing legally required evidence of your right to work in the United States as well as the Company’s successful completion of your references and background check. In consideration of your employment, you also agree to conform to the policies and standards of the Company.

Your employment will be “at-will” and either party may terminate the relationship at any time with or without cause and with or without notice.

By your signature below, you acknowledge that you will be an exempt employee and this offer letter supersedes any prior Offer Letters provided to you by the Company, and represents the entire agreement between you and the Company, and that no verbal or written agreements, promises or representations that are not specifically stated in this offer, are or will be binding upon the Company. Any additions or modifications of these terms must be in writing and signed by you and the Company’s Executive Chairman. On the first day of employment, you will be required to provide the Company with the legally required proof of your identity and authorization to work in the United States.

We hope that you'll accept this offer and look forward to welcoming you aboard! Please feel free to contact me if you have any questions.

To accept this job offer:

Return a signed and dated document back within 3 days of the date of this letter. A copy of the document should be retained for your records. The document should be scanned and returned electronically to [...***...].

Accept Job Offer
 

By signing and dating this offer letter, I, Tony Lialin, accept this offer of employment from the Company.

Signature: /s/ Tony Lialin Date: 7/25/2025

EXHIBIT 99.1

VivoSim Labs Appoints Tony Lialin as Chief Commercial Officer

Veteran commercial leader to scale AI-enabled NAMkind™ liver and intestine toxicology services in a rapidly growing market

San Diego, CA — August 14, 2025 — VivoSim Labs, Inc. (Nasdaq: VIVS) (the “Company” or “VivoSim Labs”), a pharmaceutical and biotechnology services company that is focused on providing testing of drugs and drug candidates in three-dimensional (“3D”) human tissue models of liver and intestine, announced today that it has appointed Tony Lialin as its Chief Commercial Officer.

Mr. Lialin brings more than two decades of experience turning breakthrough life science platforms into scalable, predictable revenue. He has built commercial teams from the ground up, forged strategic pharma partnerships, and helped scale multiple businesses that were later acquired by leading industry players. At VivoSim Labs, he will lead go-to-market strategy, partnerships, and the expansion of the Company’s San Diego-based services that combine organ-specific 3D models with AI-driven analytics to deliver decision-ready insights earlier in development.

Market Opportunity: According to an internal analysis conducted by VivoSim Labs in July 2025, the global combined liver and gastrointestinal in-vitro models and toxicology services market generated $641M in revenue in 2024. Services represented 53.1% of revenue vs. models at 46.9% of revenue. The United States accounted for $325M (50.8%) of the global market for liver toxicology models and services. Adoption of 3D human-relevant systems is rising, with the global in vitro liver model market growing at 5.9% CAGR from 2020 to 2024.

Category Tailwinds: Biopharma sponsors are accelerating the use of non-animal new approach methodologies (NAMs). Regulatory momentum, including the FDA Modernization Act 2.0 (2022), supports validated alternatives and is catalyzing broader adoption of human-relevant in vitro models for ADME and toxicology.

How AI Helps: VivoSim Labs applies AI to quantify multi-parametric toxicity signatures across liver and intestinal organoid assays. By improving signal-to-noise in dose-response analyses, the platform helps project teams prioritize candidates and plan studies with greater confidence.

“VivoSim Labs sits at the intersection of biology and AI. Our NAMkind™ models are designed to answer make-or-break questions earlier,” said Tony Lialin, Chief Commercial Officer, VivoSim Labs. “We will scale a high-touch, consultative service from our San Diego lab so pharma and biopharma teams get decision-ready toxicology insights that aim to streamline pre-IND decision-making and reduce late-stage surprises.”

“Tony has a rare track record of turning disruptive science into durable commercial engines,” said Keith Murphy, Executive Chairman, VivoSim Labs. “As sponsors move rapidly to 3D, human-relevant models, they want a partner—not just a plate or a protocol—to guide critical decisions.

Tony knows how to build the solutions that our customers need.”

About VivoSim Labs

VivoSim Labs, Inc. ("VivoSim" and the “Company”), is a pharmaceutical and biotechnology services company that is focused on providing testing of drugs and drug candidates in three-dimensional (“3D”) human tissue models of liver and intestine. The Company offers partners liver and intestinal toxicology insights using its new approach methodologies ("NAM") models. The Company anticipates accelerated adoption of human tissue models following the U.S. Food and Drug Administration (“FDA") announcement on April 10, 2025 to refine animal testing requirements in favor of these non-animal NAM methods. VivoSim Labs operates from San Diego, CA. Visit www.vivosim.ai.

Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations but are subject to a number of risks and uncertainties. Forward-looking statements include statements regarding expansion of the Company’s San Diego-based services; the potential for the Company’s organ-specific 3D models and AI-driven analytics to deliver decision-ready insights earlier in development; the market opportunity and market size of gastrointestinal in-vitro models and toxicology services; and the ability of the Company’s services to improve signal-to-noise in dose-response calls or help project teams prioritize candidates and studies with greater confidence. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. These risks and uncertainties and other factors are identified and described in more detail in the Company’s filings with the SEC, including its Annual Report on Form 10-K filed with the SEC on June 5, 2025, as such risk factors are updated in its most recently filed Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that the Company may issue in the future. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events, or circumstances or to reflect the occurrence of unanticipated events.

Contact

Investor Relations

info@vivosim.ai
VivoSim Labs, Inc.