Form 8-K
8-K — Simulations Plus, Inc.
Accession: 0001023459-26-000020
Filed: 2026-06-16
Period: 2026-06-15
CIK: 0001023459
SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — slp-20260615.htm (Primary)
EX-99.1 (pressreleasewithrespecttot.htm)
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8-K
8-K (Primary)
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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
June 15, 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.)
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
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 7.01 Regulation FD Disclosure.
On June 16, 2026, Simulations Plus, Inc., a California corporation (the “Company”), issued a press release announcing the execution of 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”), a copy of which is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. A copy of the Merger Agreement will be filed by the Company as an exhibit to a Current Report on Form 8-K within four business days after June 15, 2026.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Important Information and Where to Find It
This communication relates to a proposed transaction between the Company, Parent, Merger Sub and the other parties to the Merger Agreement. In connection with this proposed transaction, the Company will file a proxy statement on Schedule 14A and other relevant documents with the Securities and Exchange Commission (“SEC”). 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 PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE 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, when available, will be mailed to stockholders of the Company, as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, 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 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, members, managers 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 shares of common stock of the Company, and the Company’s transactions with related persons is set forth in 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), in 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), 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
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
2
This communication contains “forward-looking statements” within 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 proposed Merger, including the expected timing and closing of the proposed Merger; the Company’s ability to consummate the proposed Merger; the expected benefits of the proposed Merger and other considerations taken into account by the Company’s Board of Directors in approving the proposed Merger; the amounts to be received by stockholders and expectations for the Company prior to and following the closing of the proposed Merger, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed Merger; (ii) the risk that a condition to closing of the proposed Merger may not be satisfied or waived or that the closing of the proposed Merger might otherwise not occur; (iii) the risk that required regulatory approvals for the proposed Merger are not obtained, are delayed or are obtained subject to unexpected conditions; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (v) the risk that competing acquisition proposals may be made; (vi) risks related to the diversion of management's attention from the Company's ongoing business operations and opportunities; (vii) the effect of the announcement, pendency or completion of the proposed Merger on the Company's ability to retain and hire key personnel and maintain relationships with customers, strategic partners, suppliers and other business counterparties; (viii) the risk that the proposed Merger and its announcement could adversely affect the market price of the Company's common stock or its operating results; (ix) unexpected costs, charges or expenses resulting from the proposed Merger; (x) potential litigation relating to the proposed Merger that could be instituted against the Company, Parent, Merger Sub or their respective directors, officers or affiliates, including the effects of any outcomes related thereto; (xi) risks related to obtaining the financing necessary to consummate the proposed Merger, notwithstanding that Parent's obligation to complete the proposed Merger is not subject to a financing condition; (xii) changes in general economic, business, financial, credit or market conditions; (xiii) changes in laws, regulations or government policies affecting the Company's business, including healthcare, pharmaceutical, biotechnology, medical device, software, artificial intelligence, data privacy and cybersecurity regulations; (xiv) risks relating to the Company's ability to maintain and grow demand for its software products, consulting services and technology-enabled solutions; (xv) cybersecurity incidents, data breaches, system disruptions or other technology-related risks; and (xvi) the other risks and uncertainties described in the Company's filings with the SEC. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025 and in the Company’s other filings with the SEC. The list of risk factors is not intended to be exhaustive.
These forward-looking statements speak only as of the date of this communication, and the Company does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
Press Release with respect to the Merger
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIMULATIONS PLUS, INC.
Dated: June 16, 2026
By: /s/ Will Frederick
Will Frederick
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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EX-99.1
EX-99.1
Filename: pressreleasewithrespecttot.htm · Sequence: 2
Document
Exhibit 99.1
For Immediate Release:
June 16, 2026
Simulations Plus to Be Acquired by Altaris For Approximately $375 Million
Stockholders to Receive $18.50 Per Share in Cash Representing a 26% Premium to 60-day Volume-Weighted Average Price
Transaction to Strengthen Simulations Plus and Accelerate Growth Through Anticipated Combination with Chemical Computing Group
RESEARCH TRIANGLE PARK, NC, June 16, 2026 – Simulations Plus, Inc. (Nasdaq: SLP) (“Simulations Plus” or the “Company”), a global leader in model-informed and AI-accelerated drug development that advances biopharma innovation, today announced that it has entered into a definitive agreement to be acquired by affiliates of Altaris, LLC (“Altaris”), an investment firm with an exclusive focus on acquiring and building companies in the healthcare industry, in an all-cash transaction. At or about the closing of the transaction, Altaris anticipates the Company will be combined with Chemical Computing Group (“CCG”), an existing Altaris portfolio company that provides advanced molecular design software to customers across the pharmaceutical, chemical and materials sectors.
Under the terms of the agreement, Simulations Plus common stockholders will receive $18.50 per share, representing a premium of 26% to Simulations Plus’ 60-day volume-weighted average price as of June 15, 2026.
“The life sciences industry is at an inflection point, as software and services are rapidly evolving toward integrated, AI-driven platforms, cloud-based infrastructure, and more predictable, subscription-based business models. This transaction provides immediate and certain value to Simulations Plus stockholders, and we believe the transaction will better position us to serve our customers and accelerate innovation across product offerings.” said Shawn O’Connor, Chief Executive Officer of Simulations Plus.
Transaction Details
The transaction, which was unanimously approved by the Simulations Plus Board of Directors, is subject to customary closing conditions including the receipt of approval of the Simulations Plus stockholders, required regulatory, and other similar approvals and closing conditions. The transaction is currently expected to close in the calendar fourth quarter of 2026.
The transaction is structured as an all-cash acquisition financed through a combination of committed equity and debt financing through funds affiliated with Altaris. The transaction is not subject to a financing contingency. In connection with the execution of the merger agreement, Simulations Plus cofounder and director Dr. Walter Woltosz has entered into a voting and support agreement with Altaris pursuant to which he has agreed to vote all of the shares beneficially owned by him in favor of the transaction at the special meeting of Simulations Plus stockholders that will be called to approve the merger.
Upon completion of the transaction, Simulations Plus’ headquarters is expected to remain in Research Triangle Park, North Carolina. Upon closing, Simulations Plus will become a privately held subsidiary of Altaris and its common stock will no longer be traded on the Nasdaq Stock Exchange.
Simulations Plus Third Quarter Fiscal 2026 Financial Results
Simulations Plus plans to report its financial results for the third quarter of fiscal 2026 via press release on July 9, 2026. Given the transaction announced today, Simulations Plus does not plan to hold any earnings calls while the transaction is pending.
Advisors
Morgan Stanley & Co., LLC is serving as exclusive financial advisor and Procopio Cory Hargreaves & Savitch, LLP is serving as legal counsel to Simulations Plus. Truist Securities, Inc. and J.P. Morgan Securities LLC are acting as financial advisors to Altaris and Bass, Berry & Sims, PLC and Kirkland & Ellis LLP are serving as legal counsel to Altaris.
About Simulations Plus, Inc.
Simulations Plus is a global leader in model-informed and AI-accelerated drug development. We create value for our clients by accelerating the discovery, development, and commercialization of pharmaceuticals and other products through innovative science-based software and consulting solutions. For more information, visit www.simulations-plus.com.
About Altaris
Altaris is an investment firm with an exclusive focus on acquiring and building companies in the healthcare industry. Since its inception in 2003, Altaris has invested in more than 50 companies across a range of healthcare subsectors, with a consistent goal of delivering value to the healthcare system and generating attractive financial returns for investors. Altaris is headquartered in New York City and manages $9+ billion of equity capital. For more information, please visit www.altariscap.com.
About Chemical Computing Group
Chemical Computing Group (CCG) is a global leader in computer-aided molecular design software for pharmaceutical, biotechnology, crop science and academic organizations worldwide. Its main software platform, the Molecular Operating Environment (MOE), is used by computational chemists, medicinal chemists, and biologists throughout the world. CCG has a strong reputation for collaborative scientific support, providing organizations with expert collaboration across North America, Europe, and Asia. Founded in 1994, CCG is headquartered in Montreal, Canada. For more information, visit www.chemcomp.com/en/index.htm
Forward-Looking Statements
Except for historical information, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties. Words like “believe,” “will”, “can”, “expect,” “anticipate” and similar expressions (or the negative of such terms, as well as other words or expressions referencing future events, conditions or circumstances) mean that these are our best estimates as of this writing, but there can be no assurances that expected or anticipated results or events will actually take place, so our actual future results could differ significantly from those statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to obtain the required approval of the Company’s shareholders; (iii) the failure to obtain required regulatory approvals or satisfy other closing conditions under the merger agreement; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (v) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction; (vi) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business generally, including the ability to retain key personnel and maintain relationships with customers, distributors and other business partners; (vii) the outcome of any legal proceedings that may be instituted against the Company or others relating to the proposed transaction; (viii) the effectiveness of the Company’s operational structure; (ix) the Company’s ability to maintain its competitive advantages; (x) customer acceptance of new software and enhancements to existing software; (xi) conditions in the life sciences, pharmaceutical and biotechnology industries and the markets for model-informed drug development software and consulting services; (xii) the Company’s ability to attract and retain highly qualified personnel; (xiii) general market, economic and macroeconomic conditions; and (xiv) other risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements contained in this press release speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned that actual results may differ materially from those expressed or implied by the forward-looking statements contained in this press release.
Additional Information and Where to Find It
In connection with the proposed acquisition of Simulations Plus by Altaris, Simulations Plus will file with the SEC a preliminary Proxy Statement of Simulations Plus (the “Proxy Statement”). Simulations Plus plans to mail to its
stockholders a definitive Proxy Statement in connection with the proposed transaction. SIMULATIONS PLUS URGES YOU TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SIMULATIONS PLUS, ALTARIS, THE PROPOSED TRANSACTION AND RELATED MATTERS. You will be able to obtain a free copy of the Proxy Statement and other related documents (when available) filed by Simulations Plus with the SEC at the website maintained by the SEC at www.sec.gov. You also will be able to obtain a free copy of the Proxy Statement and other documents (when available) filed by Simulations Plus with the SEC by accessing the investor relations section of Simulations Plus’ website at Corporate Profile - Simulations Plus or by contacting Simulations Plus investor relations at SLP@finprofiles.com.
No Offer or Solicitation
This press release is for informational purposes only and is not intended to, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Simulations Plus and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Simulations Plus stockholders in connection with the merger.
Information regarding the directors and executive officers of Simulations Plus, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (i) in Simulations Plus’ definitive proxy statement for its 2025 Annual Meeting of Stockholders, including under the headings “Proposal No. 1 – Election of Directors,” “Executive Officers,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Securities Ownership by Directors and Executive Officers” and “Certain Relationships and Related-Party Transactions,” which was filed with the SEC on December 29, 2025 and is available at https://www.sec.gov/Archives/edgar/data/1023459/000102345925000068/simu-20251229.htm#i5859e523386b4d6aa12bbd6678cb675d_73, and (ii) to the extent holdings of Simulations Plus’ securities by its directors or executive officers have changed since the amounts set forth in Simulations Plus’ definitive proxy statement for its 2025 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC and can be found on the SEC’s website at www.sec.gov.
Other information regarding the participants in the proxy solicitation 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. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.
###
Investor Relations Contact:
Lisa Fortuna
Financial Profiles
310-622-8251
slp@finprofiles.com
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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-Section 12
-Subsection d1-1
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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