Simulations Plus, Inc.

0001023459 false 0001023459 2026-06-15 2026-06-15 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 Date of Report (Date of the earliest event reported): June 15, 2026 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.) 800 Park Offices Drive, Suite 401 , Research Triangle Park , NC 27709 (Address of principal executive offices) (Zip Code) 661 - 723-7723 Registrant's telephone number, including area code Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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 1.01. Entry Into a Material Definitive Agreement. Agreement and Plan of Merger On June 15, 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 and an affiliate of Altaris, LLC (“ 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 Company’s Board of Directors (the “ Board ”) unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, 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, 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 transaction contemplated by the Merger Agreement, (iv) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the Company’s shareholders and (v) resolved to recommend adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger to the shareholders of the Company. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement. Merger Consideration Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock of the Company, par value $0.001 per share (a “ Company Common Share ”) (excluding (i) Company Common Shares held by the Company as treasury shares or owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time and (ii) Dissenting Shares), issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive $18.50 in cash, without interest (the “ Merger Consideration ”). Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each outstanding option to purchase Company Common Shares (a “ Company Option ”) will automatically vest in full and be cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of Company Common Shares subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per Company Common Share subject to such Company Option. Any Company Option with an exercise price equal to or greater than the Merger Consideration will be cancelled for no consideration. Payments in respect of Company Options will be made as soon as practicable following the Effective Time, and in no event later than the next regularly scheduled payroll date that is at least five business days following the Closing Date, subject to applicable withholding taxes. Company Common Shares held by shareholders who properly exercise dissenters’ rights under Chapter 13 of the California General Corporation Law will not be converted into the right to receive the Merger Consideration and instead will be entitled to receive the fair market value of such shares in accordance with applicable law, unless such rights are withdrawn, lost or otherwise terminated. If the Merger is consummated, the Company’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as promptly as practicable after the Effective Time. Closing Conditions The consummation of the Merger (the “ Closing ”) is subject to certain customary mutual conditions, including (i) the approval of the Merger Agreement by the holders of a majority of the outstanding Company Common Shares entitled to vote thereon (the “ Company Shareholder Approval ”) 1 , (ii) the absence of any law or order issued by any governmental authority prohibiting, rendering illegal or permanently enjoining the consummation of the Merger (a “ Legal Restraint ”) and (iii) the expiration or termination of any waiting period (or extensions thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the receipt of certain other required regulatory approvals . The obligation of each party to consummate the Merger is also conditioned upon the satisfaction of certain additional conditions set forth in the Merger Agreement. The obligations of the Parent and Merger Sub to consummate the Merger are conditioned upon (i) performance and compliance by the Company in all material respects with its obligations and covenants under the Merger Agreement, (ii) the accuracy of the representations and warranties of the Company (subject to customary materiality qualifiers) as of the date of the Merger Agreement and/or as of the Closing (as applicable), and (iii) 2 the absence of a Company Material Adverse Effect since the date of the Merger Agreement that is continuing as of the Closing and (iv) the delivery by the Company of a customary officer’s certificate. The obligation of the Company to consummate the Merger is conditioned upon (i) the performance and compliance by Parent and Merger Sub in all material respects with their respective obligations and covenants under the Merger Agreement, (ii) the accuracy of the representations and warranties of Parent and Merger Sub, subject to the materiality standards set forth in the Merger Agreement, and (iii) the delivery by Parent of a customary officer’s certifi