Welcome to our dedicated page for Simulations Plus SEC filings (Ticker: SLP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Simulations Plus, Inc. filings document a California operating company that reports as a provider of model-informed and AI-accelerated drug development software and services. Its 8-K reports furnish quarterly financial results, investor presentation materials, preliminary operating updates, guidance-related disclosures, and Regulation FD information tied to its software and services business.
The company’s proxy and governance filings cover annual meeting voting, director and executive compensation matters, shareholder approval of amendments to the 2021 Equity Incentive Plan, and common-stock authorization for equity awards. Other material-event reports document executive employment agreements, changes in the independent registered public accounting firm, internal-control and segment-reporting matters, and related audit committee actions.
Simulations Plus, Inc. reported a key regulatory milestone for its pending acquisition by Altaris affiliates. The company previously agreed to merge with SP Evolution BidCo II, LLC, with Simulations Plus surviving as a wholly owned subsidiary of SP Evolution HoldCo II, LLC.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for this merger has expired, satisfying one of the required regulatory conditions. Closing still depends on customary conditions, including approval of the merger and merger agreement by Simulations Plus shareholders and certain regulatory approvals in France. Subject to satisfaction or waiver of these remaining conditions, the transaction is currently expected to close in the second half of calendar 2026.
First Eagle Investment Management, LLC reports beneficial ownership of common stock of Simulations Plus Inc. The firm is deemed to be the beneficial owner of 4,674,801.24 shares, representing 5.30% of Simulations Plus common stock believed to be outstanding through its role as investment adviser to various clients.
Within this stake, First Eagle Investment Management, LLC has sole voting and dispositive power over 1,070,582 shares and no shared voting or dispositive power. The shares are held principally on behalf of investment advisory clients, including investment companies, employee benefit plans, pension funds, other institutional clients, and separate accounts, whose clients retain the right to receive dividends and sale proceeds.
Simulations Plus, Inc. reported that Chief Revenue Officer John Anthony DiBella II sold 1,000 shares of common stock on August 3, 2026 at $18.28 per share in an open-market or private transaction. The sale was effected automatically under a Rule 10b5-1 trading plan, and he now directly holds 85,140 shares.
Simulations Plus, Inc. (SLP) reporting person John Anthony DiBella II filed a notice of proposed sale under Rule 144 covering 3,000 shares of common stock held through Morgan Stanley Smith Barney LLC Executive Financial Services. The shares relate to previously exercised options, with an indicated aggregate value of $54,690.00. The filing also lists recent activity under a Rule 10b5-1 trading plan, including sales of 1,000 common shares each on May 4, 2026 for $14,980.00, June 3, 2026 for $16,500.00, and July 6, 2026 for $18,356.50.
Simulations Plus, Inc. is asking shareholders to approve a merger in which SP Evolution BidCo II, LLC, an affiliate of Altaris, will merge with Simulations Plus, which will survive as a wholly owned subsidiary of SP Evolution HoldCo II, LLC.
If completed, each outstanding Simulations Plus common share will be converted into the right to receive $18.50 in cash without interest, representing an approximately 26% premium to the 60‑day volume‑weighted average trading price ended June 15, 2026. The transaction values the company at about $375,000,000. All outstanding stock options will fully vest and be cashed out to the extent the exercise price is below $18.50 per share, while underwater options will be cancelled.
The merger requires approval by holders of at least a majority of shares outstanding as of the July 17, 2026 record date, plus regulatory clearances including HSR and certain French approvals. The board unanimously determined the merger is fair and in shareholders’ best interests and recommends voting “FOR” the merger, the advisory vote on merger‑related executive compensation, and a possible adjournment to solicit additional proxies. Shareholders who do not vote in favor may seek cash payment of fair market value under California dissenters’ rights if they strictly follow statutory procedures.
Simulations Plus, Inc. is asking shareholders to approve a cash acquisition by SP Evolution HoldCo II, LLC, an affiliate of Altaris. Under the Agreement and Plan of Merger dated June 15, 2026, SP Evolution BidCo II, LLC will merge into Simulations Plus, which will survive as a wholly owned subsidiary of Parent and cease to be publicly traded.
At the effective time, each outstanding Simulations Plus common share will be converted into the right to receive $18.50 in cash without interest, representing an approximately 26% premium to the 60‑day volume‑weighted average price ended June 15, 2026, valuing the transaction at about $375,000,000. In‑the‑money stock options will vest and be cashed out; out‑of‑the‑money options will be cancelled for no consideration.
The board of directors unanimously determined the merger is fair and in the best interests of shareholders, received a fairness opinion from Morgan Stanley on the $18.50 price, and recommends voting FOR the merger, the advisory vote on merger‑related executive compensation, and any adjournment to solicit additional proxies. Closing requires approval by holders of at least a majority of outstanding shares, expiration of Hart‑Scott‑Rodino and other regulatory waiting periods (including certain French approvals), and absence of legal restraints. Shareholders who do not vote in favor may seek cash payment of fair market value under California dissenters’ rights procedures. The parties expect completion in the second half of 2026, subject to conditions.
Simulations Plus reported stronger results for the quarter ended May 31, 2026 and outlined a pending go‑private transaction. Quarterly revenue grew 7% year over year to $21.9 million, driven by a 20% increase in services revenue while software revenue was flat. Gross margin improved to 69% from 64%, helped by lower software amortization and better services utilization.
The company posted net income of $3.6 million, or $0.18 per diluted share, versus a $67.3 million loss a year ago that was dominated by non‑cash impairments. For the first nine months, revenue reached $64.6 million (up 5%) and net income was $8.8 million. Cash and cash equivalents were $35.3 million, and operating cash flow was $19.4 million for the nine‑month period.
R&D investment increased to 16% of quarterly revenue, reflecting work on a cloud‑enabled, AI‑driven modeling ecosystem. After quarter‑end, the company agreed to be acquired by an Altaris affiliate for $18.50 per share in cash, implying equity value of about $375 million, subject to shareholder and regulatory approvals.
Simulations Plus reported third quarter fiscal 2026 revenue of $21.9 million, up 7% from a year ago, driven by strong growth in services. Software revenue was flat at $12.6 million, while services revenue rose 20% to $9.3 million. Gross profit was $15.1 million with a 69% margin, up from 64%. Net income reached $3.6 million, or $0.18 diluted EPS, versus a prior-period net loss of $67.3 million driven by a large impairment. Adjusted EBITDA was $7.9 million, a 36% margin.
For the first nine months of fiscal 2026, revenue was $64.6 million, up 5%, with net income of $8.8 million and adjusted diluted EPS of $0.78. The company reiterated fiscal 2026 guidance for total revenue of $79–$82 million, adjusted EBITDA margin of 26–30%, and adjusted diluted EPS of $0.75–$0.85. Management also highlighted a definitive merger agreement signed on June 15, 2026 to be acquired by affiliates of Altaris, with closing expected in the fourth quarter of calendar 2026.
Simulations Plus, Inc. agreed to be acquired by SP Evolution HoldCo II, LLC (an Altaris affiliate) in a cash merger. Under the Merger Agreement, each outstanding Company Common Share will be converted into the right to receive $18.50 per share in cash, with the transaction valued at approximately $375,000,000. The Company Board of Directors unanimously approved the Merger, recommended shareholders vote FOR the Merger Agreement Proposal, and expects completion in the second half of calendar year 2026, subject to shareholder approval, HSR and other regulatory clearances, and customary closing conditions.
The Merger will result in Simulations Plus becoming a privately held subsidiary of Parent, delisting and deregistration under the Exchange Act, accelerated vesting and cash settlement of outstanding options, and available dissenters' rights under California law for qualifying shareholders.
Simulations Plus, Inc. Chief Revenue Officer John Anthony DiBella II reported an open-market sale of 1,000 shares of common stock on 2026-07-06 at an average price of $18.36 per share. Following the transaction, he directly holds 86,140 shares. The sale was executed automatically under a pre-established Rule 10b5-1 trading plan.