Simulations Plus, Inc.

DEFM14A 1 defm14a.htm DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.14a 12 SIMULATIONS PLUS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ☒ Fee paid previously with preliminary materials. i PROXY STATEMENT DATED AS OF JULY 22, 2026 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Simulations Plus, Inc. 600 Park Offices Drive, Suite 300 #4134 Durham, NC 27713 Dear Simulations Plus, Inc. Shareholder: You are cordially invited to attend a special meeting of shareholders of Simulations Plus, Inc. (the “ Company ”) to be held virtually on August 27, 2026, beginning at 5:00 p.m., Eastern Time (such meeting, including any adjournments or postponements thereof, the “ Special Meeting ”). At the Special Meeting, you will be asked to consider and vote on proposals to (i) adopt the Agreement and Plan of Merger, dated as of June 15, 2026 (such agreement, as it may be amended from time to time, the “ Merger Agreement ”), among the Company, SP Evolution HoldCo II, LLC, (“ Parent ”), and SP Evolution BidCo II, LLC, (“ Merger Sub ”), pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent (the “ Surviving Corporation ,” such proposal, the “ Merger Agreement Proposal ”); (ii) approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “ Merger-Related Compensation Proposal ”); and (iii) approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “ Adjournment Proposal ”). Parent and Merger Sub are affiliates of Altaris, LLC (“ Altaris ”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent and thereby effectuating the acquisition of the Company by Parent. If the Merger is completed, upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, you will be entitled to receive, for each share of common stock of the Company, par value $0.001 per share (the “ Company Common Shares ”) that you own immediately prior to the effective time of the Merger, $18.50 in cash without interest (the “ Merger Consideration ”), unless you have properly exercised your dissenters’ rights in accordance with Chapter 13 (Sections 1300 through 1313) of the General Corporation Law of the State of California (the “ CGCL ”), as more fully described in the accompanying proxy statement on Schedule 14A (the “ Proxy Statement ”). The Merger Consideration represents an approximately 26% premium to the volume-weighted average trading price for the 60-day trading period ended June 15, 2026. On June 15, 2026, the Company’s Board of Directors (“ Board of Directors ”) unanimously approved the Merger Agreement, the Merger and other transactions related thereto. The Board of Directors (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, are fair to and in the best interests of the Company and its shareholders, (ii) declared the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, advisable, (iii) approved the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the agreements contained in the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, ii on the terms and subject to the conditions contained in the Merger Agreement, (iv) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the Company shareholders, and (v) resolved to recommend the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to Company shareholders. At the Special Meeting of Company shareholders described in the accompanying Proxy Statement, you will be asked to approve the Merger Agreement Proposal and to vote on other Merger-related matters. The Company Board of Directors unanimously recommends that Company shareholders vote (1) “FOR” the Merger Agreement Proposal and (2) “FOR” each of the other proposals described in the accompanying Proxy Statement . Your vote is very important regardless of the number of Company Common Shares that you own . Parent, Merger Sub, and the Company cannot complete the Merger without the approval of the Merger Agreement Proposal by Company shareholders holding at least a majority of the Company Common Shares outstanding and entitled to vote at the close of business on July 17, 2026, the record date for the Special Meeting. The failure of any Company shareholder to vote will have the same effect as a vote “AGAINST” the approval of the Merger Agreement Proposal . Whether or not you plan to participate in the Special Meeting, the Company urges you to submit a proxy in advance of the Special Meeting to have your shares voted by using one of the methods described in the accompanying Proxy Statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. If you do not provide your bank, broker or other nominee with any voting instructions, your Company Common Shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. As a result, you must provide voting instructions by filling out the voting instruction card in order for your shares to be voted. More information about Parent, Merger Sub, the Company, the Special Meeting, the Merger and the other proposals for consideration at the Special Meeting is contained in the accompanying Proxy Statement. Please carefully read the entire Proxy Statement and the annexes and documents included in, or incorporated by reference into, the Proxy Statement. On behalf of the Company Board of Directors, thank you for your continued support. By Order of the Board of Directors /s/ Will Frederick Will Frederick Corporate Secretary July 22, 2026 NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The accompanying Proxy Statement is dated July 22, 2026, and is first being mailed to Company shareholders on or about July 22, 2026. iii PROXY STATEMENT DATED AS OF JULY 22, 2026 Simulations