Filing Analysis
Simulations Plus, Inc. shareholders have officially approved the proposed merger with SP Evolution HoldCo II, LLC (an affiliate of Altaris, LLC). The company is now moving toward closing the transaction, pending customary conditions and regulatory approvals in France.
🚩 Red Flags
- Closing is still subject to regulatory approvals in France, which represents a potential execution risk.
📋 Key Facts
- Special Meeting held on August 27, 2026, with 76.83% of outstanding shares represented.
- Proposal 1 (Merger Agreement) approved: 14,735,712 votes in favor.
- Proposal 2 (Merger-Related Compensation) approved on an advisory basis: 10,930,973 votes in favor.
- Proposal 3 (Adjournment) approved, though not required as the merger was already approved.
- The merger will result in the company becoming a wholly owned subsidiary of Parent (Altaris, LLC affiliate).
Simulations Plus, Inc. announced that the Hart-Scott-Rodino (HSR) antitrust waiting period has expired regarding its proposed merger with SP Evolution HoldCo II, LLC. The transaction remains subject to shareholder approval and regulatory clearance in France.
🚩 Red Flags
- The merger is still subject to significant regulatory hurdles in France.
- The transaction requires a vote from the Company's shareholders which has not yet occurred.
📋 Key Facts
- The HSR Act waiting period for the merger has officially expired as of August 13, 2026.
- The merger involves Simulations Plus, Inc., SP Evolution HoldCo II, LLC (Parent), and SP Evolution BidCo II, LLC (Merger Sub).
- Remaining closing conditions include shareholder approval and regulatory approvals in France.
- A definitive proxy statement was filed with the SEC on July 22, 2026.
Simulations Plus, Inc. filed an 8-K to announce its third quarter financial results for the period ended May 31, 2026. The filing includes a press release and an investor presentation providing supplemental information.
📋 Key Facts
- Reporting of Q3 fiscal quarter results ended May 31, 2026.
- Filing date: July 9, 2026.
- Includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Investor Presentation).
- Information furnished under Items 2.02 and 7.01 is not considered 'filed' for purposes of Section 18 liability.
Simulations Plus, Inc. has entered into a definitive merger agreement to be acquired by SP Evolution HoldCo II, LLC (an affiliate of Altaris, LLC) for $18.50 per share in cash. The transaction will result in the company becoming a wholly owned subsidiary of the parent and being delisted from the Nasdaq.
🚩 Red Flags
- The company will be delisted from the Nasdaq Global Select Market upon completion of the merger.
📋 Key Facts
- Acquisition price is $18.50 per share in cash.
- The merger is subject to approval by a majority of outstanding common shares.
- The transaction is not subject to a financing condition; Parent has secured equity and debt commitments.
- The 'End Date' for the merger is February 10, 2027.
- Parent termination fee is $26,000,000; Company termination fee is $13,000,000.
- Company options will be fully vested and converted to cash based on the spread between $18.50 and the exercise price.
Simulations Plus, Inc. has entered into an Agreement and Plan of Merger to be acquired by SP Evolution HoldCo II, LLC, an affiliate of Altaris, LLC. The company will become a wholly owned subsidiary of the parent company upon completion of the merger.
🚩 Red Flags
- The filing mentions the risk of the company having to pay a termination fee if the merger agreement is terminated under certain circumstances.
📋 Key Facts
- Merger agreement executed on June 15, 2026.
- Acquiring entity is SP Evolution HoldCo II, LLC (an affiliate of Altaris, LLC).
- The transaction is structured as a merger where Simulations Plus will be the surviving corporation as a wholly owned subsidiary.
- The company will file a proxy statement on Schedule 14A to solicit stockholder approval.
Simulations Plus, Inc. announced its financial results for the second fiscal quarter ended February 28, 2026. The filing includes the earnings press release and a PowerPoint presentation used during the concurrent investor conference call.
📋 Key Facts
- The filing reports financial results for the second quarter ended February 28, 2026.
- The report was filed on April 9, 2026.
- Item 2.02 was used to furnish the quarterly results press release.
- Item 7.01 was used to furnish an investor conference call PowerPoint presentation.
- The documents were signed by Will Frederick, Executive Vice President and Chief Financial Officer.
Simulations Plus, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on February 12, 2026. The meeting resulted in the election of four directors and the approval of an amendment to increase the share pool for the company's 2021 Equity Incentive Plan.
📋 Key Facts
- Shareholders approved an amendment to the 2021 Equity Incentive Plan, increasing authorized shares from 2,500,000 to 3,450,000.
- Four directors were elected: Dr. Daniel Weiner, Dr. Walter S. Woltosz, Dr. John K. Paglia, and Sharlene Evans.
- Shareholders ratified Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for fiscal year ending August 31, 2026.
- Quorum was met with approximately 66% of outstanding shares (13,229,922 shares) represented live or by proxy.
- A non-binding advisory vote on the frequency of named executive officer compensation approval resulted in a preference for a 1-year cycle.
Simulations Plus, Inc. filed an 8-K to announce its financial results for the first quarter ended November 30, 2025. The filing includes a press release and a PowerPoint presentation used during an investor conference call.
📋 Key Facts
- Reporting period: First quarter ended November 30, 2025.
- Filing date: January 8, 2026.
- The company issued a press release (Exhibit 99.1) and a PowerPoint presentation (Exhibit 99.2).
- Information is furnished under Items 2.02 and 7.01 but not 'filed' for purposes of Section 18 liability.
Simulations Plus, Inc. entered into amended and restated employment agreements for several key executives, including the CEO, CFO, and CRO, effective December 2, 2025. The agreements outline updated base salaries, performance-based cash bonuses, and stock option targets under the company's 2021 Equity Incentive Plan.
🚩 Red Flags
- Standard severance packages (12 months' salary) are common but represent a potential contingent liability.
📋 Key Facts
- Effective date of new employment agreements: December 2, 2025.
- CEO Shawn O’Connor: Base salary $547,700; target cash bonus 75% of base; target stock options 50,000.
- CFO Will Frederick: Base salary $359,100; target cash bonus 35% of base; target stock options 20,000.
- CRO John DiBella: Base salary $359,100; target cash bonus 25% of base; target stock options 15,000.
- President Jill Fiedler-Kelly: Base salary $334,700; target cash bonus 25% of base; target stock options 15,000.
- COO Josh Fohey: Base salary $283,100; target cash bonus 25% of base; target stock options 15,000.
- Termination benefits for most executives include 12 months of base salary and COBRA if terminated without cause (subject to release of claims).
Simulations Plus, Inc. filed an 8-K to announce its financial results for the fourth quarter and fiscal year ended August 31, 2025. The filing includes a press release and a presentation used during an investor conference call.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended August 31, 2025.
- Filing date: December 1, 2025.
- The company held an investor conference call to discuss the results.
- Exhibits include a press release (99.1) and a PowerPoint presentation (99.2).
Simulations Plus, Inc. issued an 8-K to announce preliminary operational results for its fourth fiscal quarter ended August 31, 2025, and provided financial guidance for the upcoming fiscal year ending August 31, 2026.
📋 Key Facts
- Reported date: October 22, 2025
- Announced preliminary operational results for Q4 ended August 31, 2025
- Provided guidance and estimates for fiscal year ending August 31, 2026
- Information is furnished under Item 7.01 (Regulation FD) and not filed for purposes of Section 18.
Simulations Plus, Inc. has dismissed its independent auditor, Grant Thornton LLP, effective July 9, 2025. The company is replacing them with Rose, Snyder & Jacobs LLC (RSJ) to ensure the timely completion of the upcoming Q2 10-Q filing.
🚩 Red Flags
- Auditor change combined with inability to finalize internal controls and segment reporting in a timely manner.
- Potential for delayed financial reporting (10-Q) due to the transition between firms.
- The auditor was only engaged from April 15, 2025, until July 9, 2025, indicating high turnover/instability in audit engagement.
📋 Key Facts
- Dismissal of Grant Thornton LLP approved by the Audit Committee on July 9, 2025.
- Appointment of Rose, Snyder & Jacobs LLC (RSJ) as the new independent auditor for fiscal year ending August 31, 2025.
- The change was prompted by delays in finalizing segment reporting and internal control evaluations over financial reporting (SOX 404(a)).
- The company explicitly stated there were no 'reportable events' or disagreements as defined by Regulation S-K regarding the dismissal.
Simulations Plus, Inc. filed an 8-K to announce its third quarter financial results for the period ended May 31, 2025. The filing includes a press release and a PowerPoint presentation used during an investor conference call.
📋 Key Facts
- Reporting of Q3 financial results for the period ending May 31, 2025.
- Financial results were announced via press release (Exhibit 99.1).
- Investor conference call was held on July 14, 2025, with a supporting PowerPoint presentation (Exhibit 99.2).
Simulations Plus, Inc. has announced a rescheduling of its third quarter 2025 financial results release and conference call. The delay is attributed to the company's transition from a large accelerated filer to a non-accelerated filer status.
🚩 Red Flags
- Delay in reporting financial results can sometimes signal internal accounting complexities, though here it is explicitly attributed to a change in filer status.
📋 Key Facts
- Original Q3 earnings date: July 2, 2025
- New conference call date: Monday, July 14, 2025, at 5:00 p.m. ET
- New financial results release date: Tuesday, July 15, 2025 (before market open)
- Reason for delay: Transition from large accelerated filer to non-accelerated filer status allows for extended regulatory filing timelines.
This is an amendment (8-K/A) to a previously filed 8-K, intended to include Item 2.02 (Results of Operations and Financial Condition) which was omitted in the original filing. The company is providing preliminary third fiscal quarter results and updated guidance for the fiscal year ending August 31, 2025.
🚩 Red Flags
- The filing is an amendment to correct a previous omission in a regulatory filing, which can sometimes indicate administrative oversight or internal control weaknesses regarding reporting timelines.
📋 Key Facts
- Filed as an amendment (8-K/A) to correct an omission in the June 11, 2025 report.
- Includes preliminary operational results for the third fiscal quarter.
- Provides updated guidance ranges for the full fiscal year ending August 31, 2025.
- Information is furnished under Item 7.01 (Regulation FD Disclosure) and not filed for purposes of Section 18.
Simulations Plus, Inc. issued a press release regarding preliminary third fiscal quarter operational results and updated its full-year guidance for the fiscal year ending August 31, 2025.
📋 Key Facts
- Company released preliminary operational results for the third fiscal quarter.
- The company provided updated guidance ranges for the fiscal year ending August 31, 2025.
- Filing was made via Item 7.01 (Regulation FD Disclosure) and is considered 'furnished' rather than 'filed'.
Simulations Plus, Inc. announced a significant corporate restructuring involving the departure of its Chief Revenue Officer and an organizational overhaul of several executive roles. The company is also implementing a workforce reduction to enhance operational efficiency.
🚩 Red Flags
- Significant executive turnover including the departure of the Chief Revenue Officer.
- Workforce reduction (10% of headcount) indicates a need for cost optimization/restructuring.
📋 Key Facts
- Effective May 30, 2025, John DiBella was appointed Chief Revenue Officer; he previously served as Business Unit President for PBPK and Cheminformatics Solutions.
- Current CRO Daniel Szot will depart the company at the end of the third fiscal quarter following a mutual agreement.
- The company is reducing its workforce by approximately 23 employees, representing ~10% of full-time staff.
- Restructuring charges are estimated at $0.7 million, primarily consisting of severance and benefits.
- The restructuring is expected to result in annualized operating expense savings of approximately $4.3 million.
- Multiple leadership reassignments were announced for several Vice Presidents and Business Unit heads.
Simulations Plus, Inc. has dismissed its former independent auditor, Rose, Snyder & Jacobs LLC (RSJ), and appointed Grant Thornton LLP as its new independent registered public accounting firm for the fiscal year ending August 31, 2025.
🚩 Red Flags
- Auditor change: While no disagreements were reported, a transition from a smaller firm (RSJ) to a larger global firm (Grant Thornton) can sometimes indicate increased regulatory scrutiny or complexity in financial reporting.
📋 Key Facts
- Dismissal of Rose, Snyder & Jacobs LLC (RSJ) effective April 15, 2025.
- Appointment of Grant Thornton LLP as the new independent auditor effective immediately.
- The company stated there were no disagreements with RSJ regarding accounting principles, practices, or auditing scope during fiscal years 2023 and 2024.
- RSJ's audit report for the fiscal year ended August 31, 2024 was unqualified (no adverse opinion or disclaimer).
Simulations Plus, Inc. filed an 8-K to announce its second quarter financial results for the period ended February 28, 2025. The filing includes a press release and a presentation used during an investor conference call.
📋 Key Facts
- Reporting of Q2 financial results for the period ending February 28, 2025.
- The company held an investor conference call on April 3, 2025, to discuss these results.
- Exhibits include a press release (99.1) and a PowerPoint presentation (99.2).
Simulations Plus, Inc. held its 2025 Annual Meeting of Shareholders on February 13, 2025. The company reported the election of five directors and the ratification of its independent auditor.
📋 Key Facts
- Annual Meeting held virtually on February 13, 2025.
- Quorum reached with approximately 74% (14,804,363 shares) of outstanding common stock represented.
- Five directors elected: Dr. Daniel Weiner, Dr. Walter S. Woltosz, Dr. John K. Paglia, Dr. Lisa LaVange, and Sharlene Evans.
- Proposal to ratify Rose, Snyder & Jacobs LLP as independent auditors for fiscal year ending August 31, 2025 was approved.
- Say-on-pay (advisory compensation of named executive officers) was approved.
Simulations Plus, Inc. filed an 8-K to announce its financial results for the first quarter ended November 30, 2024, and to provide a presentation used during an investor conference call.
📋 Key Facts
- The filing reports financial results for the fiscal quarter ending November 30, 2024.
- An investor conference call was held on January 7, 2025, to discuss these results.
- Exhibits include a press release (99.1) and a PowerPoint presentation (99.2).
- The information is furnished under Item 7.01 (Regulation FD Disclosure) and not 'filed' for liability purposes under Section 18.
Simulations Plus, Inc. filed an 8-K to announce its financial results for the fourth quarter and fiscal year ended August 31, 2024. The filing includes a press release and a presentation used during an investor conference call.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended August 31, 2024.
- Filing date: October 23, 2024.
- The company issued a press release (Exhibit 99.1) regarding financial results.
- An investor conference call was held on October 23, 2024, with an accompanying PowerPoint presentation (Exhibit 99.2).
Simulations Plus, Inc. announced the departure of Dr. Brett Howell, Ph.D., President of Quantitative Systems Pharmacology, effective August 30, 2024. The departure is part of a broader business unit optimization strategy.
🚩 Red Flags
- Departure of a high-level officer (President level) during a period of 'business unit optimization' can sometimes signal internal restructuring or strategic shifts.
📋 Key Facts
- Dr. Brett Howell, Ph.D., departed from his role as President, Quantitative Systems Pharmacology.
- Departure becomes effective on August 30, 2024.
- The separation agreement includes twelve (12) months of severance and related benefits.
- The departure is described by the company as being in connection with 'the optimization of its business units'.
Simulations Plus, Inc. filed an 8-K to announce its financial results for the third quarter of fiscal year 2024, which ended May 31, 2024.
📋 Key Facts
- The company issued a press release regarding Q3 FY2024 financial results on July 2, 2024.
- An investor conference call was held to discuss the quarterly results.
- Exhibits include the press release (99.1) and a PowerPoint presentation used during the call (99.2).
Simulations Plus, Inc. has completed the acquisition of 100% of Pro-ficiency Holdings, Inc. for an aggregate purchase price of $100 million in cash. The transaction includes the appointment of Pro-ficiency's former CEO as a Business Unit President at Simulations Plus.
🚩 Red Flags
- Significant cash outlay ($100M) for a micro-cap company may impact liquidity depending on the balance sheet strength (not specified in 8-K).
- Transaction bonuses totaling $151,250 paid to CFO/COO and President of QSP Solutions.
📋 Key Facts
- Acquisition of 100% of Pro-ficiency Holdings, Inc. closed on June 11, 2024.
- Aggregate purchase price is $100,000,000 in cash, subject to post-closing adjustments for working capital, cash, indebtedness, and expenses.
- $1,000,000 of the purchase price was placed in escrow for indemnification and adjustment obligations.
- The Company obtained R&W Insurance with up to $10,000,000 in coverage (subject to a $500,000 retention).
- Michael Raymer (former CEO of Pro-ficiency) appointed as Business Unit President; annual base salary of $325,000 plus performance bonuses and stock options.
Simulations Plus, Inc. announced its participation in an investor conference hosted by BTIG on May 21, 2024. The company provided an investor presentation as Exhibit 99.1 to satisfy Regulation FD disclosure requirements.
📋 Key Facts
- Participation in the BTIG Digital Health Forum scheduled for May 21, 2024.
- Investor presentation attached as Exhibit 99.1.
- Information furnished under Item 7.01 is not considered 'filed' for purposes of Section 18 liability.
Simulations Plus, Inc. filed an 8-K to announce its financial results for the second quarter of fiscal year 2024, which ended on February 29, 2024.
📋 Key Facts
- Reporting period: Second quarter of fiscal year 2024 (ended Feb 29, 2024).
- The filing includes a press release regarding financial results (Exhibit 99.1) and an investor conference call presentation (Exhibit 99.2/99.3).
- The report was filed on April 3, 2024.
Simulations Plus, Inc. is participating in an Oppenheimer investor conference on February 13, 2024. The company has provided its investor presentation as an exhibit to this filing under Regulation FD disclosure.
📋 Key Facts
- Company participated in the Oppenheimer Annual Health Conference on February 13, 2024.
- The filing includes an investor presentation (Exhibit 99.1) used during the conference.
- Information is furnished under Item 7.01 and is not considered 'filed' for purposes of Section 18 liability.
Simulations Plus, Inc. reported the results of its 2024 Annual Meeting of Shareholders held on February 8, 2024. The meeting resulted in the election of five directors and the approval of an amendment to the company's 2021 Equity Incentive Plan.
📋 Key Facts
- Shareholders approved an amendment to the 2021 Equity Incentive Plan to increase authorized shares from 1,550,000 to 2,500,000.
- Five directors (Walter Woltosz, Dr. John K. Paglia, Sharlene Evans, Dr. Daniel Weiner, and Lisa LaVange) were elected to the Board.
- Shareholders ratified Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for fiscal year 2024.
- Approximately 74% of outstanding shares (14,786,576 shares) were represented by proxy at the meeting.
Simulations Plus, Inc. announced its Q1 fiscal year 2024 financial results and a leadership change where CFO Will Frederick has assumed the additional role of Chief Operating Officer (COO). The filing also includes various investor presentation materials and press releases.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Will Frederick appointed as Chief Operating Officer (COO) effective January 3, 2024, while retaining his role as Chief Financial Officer (CFO).
- No change in compensation for Mr. Frederick resulting from the additional COO role.
- Company released Q1 fiscal year 2024 financial results for the period ended November 30, 2023.
- The company held an investor conference call regarding the quarterly results on January 3, 2024.