Simulations Plus, Inc.

0001023459 false 0001023459 2026-08-13 2026-08-13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 13, 2026 (Date of the earliest event reported) Simulations Plus, Inc. (Exact name of registrant as specified in its charter) California 001-32046 95-4595609 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 Park Offices Drive, Suite 300 #4134 , Durham , NC 27713 (Address of principal executive offices) (Zip Code) 661 - 723-7723 Registrant's telephone number, including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share SLP The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 8.01 Other Events. As previously announced, on June 16, 2026, Simulations Plus, Inc., a California corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, SP Evolution HoldCo II, LLC, a Delaware limited liability company (“ Parent ”) and SP Evolution BidCo II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving as a wholly owned subsidiary of Parent (the “ Surviving Corporation ”). The closing of the Merger is conditioned upon, among other things, the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”). The required waiting period under the HSR Act with respect to the Merger has expired. The closing of the Merger remains subject to the satisfaction or waiver of other customary conditions, including, without limitation, the approval of the Merger and the Merger Agreement by the Company’s Shareholders, and the receipt of certain regulatory approvals in France. For more information about the proposed transaction including the Merger Agreement, Merger and the special meeting of the Company’s shareholders, please see the Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “ SEC ”) by the Company on July 22, 2026. A copy of the press release announcing the expiration of the waiting period under the HSR Act is attached as Exhibit 99.1 hereto and incorporated herein by reference. Important Information and Where to Find It This communication relates to a proposed transaction between the Company, Parent and the other parties to the Merger Agreement. In connection with this proposed transaction, the Company filed a definitive proxy statement on Schedule 14A and other documents with the Securities and Exchange Commission (the “ SEC ”) on July 22, 2026 (the “ Definitive Proxy Statement ”). This communication is not a substitute for any proxy statement or other document the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Definitive Proxy Statement was mailed to shareholders of the Company, as applicable. Investors and security holders are able to obtain free copies of these documents and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at www.simulations-plus.com or by contacting the Company’s primary investor relations contact by email at slp@finprofiles.com or by phone at 661-723-7723. Participants in the Solicitation The Company, Parent, Merger Sub and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company, their ownership of Company Common Shares, and the Company’s transactions with related persons is set forth in (i) its Annual Report on Form 10-K for the fiscal year ended August 31, 2025, which was filed with the SEC on December 1, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1023459/000102345925000060/simu-20250831.htm), (ii) its proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Related Party Transactions”, which was filed with the SEC on December 29, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1023459/000102345925000068/simu-20251229.htm), (iii) the Definitive Proxy Statement on Schedule 14A relating to the proposed transaction, which was filed with the SEC on July 22, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1023459/000102345926000051/defm14a.htm), and (iv) certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. No Offer or Solicitation 2 This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Forward Looking Statements This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the Merger, including the expected timing and closing of the Merger; the Company’s ability to consummate the Merger; the expected benefits of the Merger and other considerations taken into account by the Board of Directors of the Company in approving the Merger; and the amounts to be received by shareholders and expectations for