Simulations Plus (SLP) gains HSR clearance for pending Altaris acquisition
Rhea-AI Filing Summary
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.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
HSR status: Expiration of the waiting period
Expected closing window: Second half of calendar 2026
Altaris equity capital: $9+ billion of equity capital
+2 more
5 metrics
HSR status
Expiration of the waiting period
Hart-Scott-Rodino Antitrust Improvements Act condition for the merger
Expected closing window
Second half of calendar 2026
Company’s stated expected timing for merger completion
Altaris equity capital
$9+ billion of equity capital
Altaris assets under management as described in the release
Altaris portfolio breadth
More than 50 companies
Number of healthcare companies Altaris has invested in since 2003
Form 10-K period end
August 31, 2025
Year-end for the most recently filed Simulations Plus Annual Report referenced
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976, Definitive Proxy Statement, Agreement and Plan of Merger, termination fee, +2 more
6 terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"The closing of the Merger is conditioned upon...the HSR Act"
Definitive Proxy Statement regulatory
"For more information...please see the Definitive Proxy Statement filed"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger by and among the Company"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
termination fee financial
"circumstance or condition that could give rise to the termination of the Merger Agreement, including...termination fee"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
forward-looking statements regulatory
"This communication contains forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
model-informed and AI-accelerated drug development technical
"a global leader in model-informed and AI-accelerated drug development"
FAQ
What did Simulations Plus (SLP) announce regarding its merger with Altaris?
Simulations Plus announced that the Hart-Scott-Rodino waiting period for its pending acquisition by Altaris affiliates has expired, satisfying one key regulatory condition while other customary closing conditions still remain.
Is the acquisition of Simulations Plus (SLP) by Altaris now final?
No. The expiration of the HSR waiting period is only one condition. The merger still requires Simulations Plus shareholder approval and certain regulatory approvals in France, plus other customary closing conditions set forth in the merger agreement.
When is the Simulations Plus (SLP) and Altaris transaction expected to close?
Subject to remaining conditions being satisfied or waived, the company states the transaction is currently expected to close in the second half of calendar 2026. This timing could change if conditions are not met as anticipated.
Where can Simulations Plus (SLP) investors find detailed information about the merger?
Investors can review the Definitive Proxy Statement on Schedule 14A filed July 22, 2026, available on the SEC’s website and on Simulations Plus’ investor relations site, which includes details on the merger agreement and shareholder meeting.
Does this Simulations Plus (SLP) communication constitute an offer to buy or sell securities?
No. The company states this communication is for informational purposes only and does not constitute an offer to buy or sell securities or a solicitation of any vote or approval in any jurisdiction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 the earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
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 | ||||||
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 the Company prior to and following the closing of the 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 of closing of the proposed Merger may not be satisfied or that the closing of the proposed Merger might otherwise not occur; (iii) the risk that a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated; (iv) the diversion of management time on transaction-related issues; (v) risks related to disruption of management time from ongoing business operations due to the proposed Merger; (vi) the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of the Company Common Shares; (vii) the risk that the proposed Merger and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers; (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the Merger; (xi) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (xii) worldwide economic or political changes that affect the markets that the Company’s businesses serve, which could have an effect on demand for the Company’s services and impact the Company’s profitability; (xiii) effects from global pandemics, epidemics or other public health crises; (xiv) changes in the pharmaceutical, biotechnology and regulatory environment that affect demand for the Company’s software and services, including changes in drug development activity or regulatory requirements applicable to simulation and modeling software; (xv) disruptions in the global credit and financial markets, including diminished liquidity and credit availability; (xvi) changes in international trade agreements, including tariffs and trade restrictions; (xvii) cybersecurity vulnerabilities; (xviii) foreign currency volatility; (xix) retention of key employees; and (xx) outcomes of legal proceedings, claims and investigations.
The Company cautions that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained in the Company’s most recently filed Annual Report on Form 10-K for the year ended August 31, 2025 and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. All of the forward-looking statements made by the Company contained in this communication and all subsequent written and oral forward-looking statements concerning the Company, the Merger or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above.
If any of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date
3
subsequent to the date of this communication. Accordingly, reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
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: August 13, 2026 | By: /s/ Will Frederick | ||||
| Name: Will Frederick | |||||
Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
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1 Exhibit 99.1 Simulations Plus Announces Expiration of Hart-Scott-Rodino Waiting Period for Pending Acquisition by Altaris RESEARCH TRIANGLE PARK, NC, August 13, 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, announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the Company's previously announced acquisition by Altaris, LLC. The expiration of the HSR waiting period satisfies one of the regulatory conditions necessary for the completion of the transaction. The transaction remains subject to the satisfaction or waiver of other customary closing conditions, set forth in the merger agreement, including approval by Simulations Plus shareholders and receipt of certain regulatory approvals in France. Subject to the satisfaction or waiver of the remaining closing conditions, the transaction is currently expected to close in the second half of calendar 2026. 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. 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 the Company prior to and following the closing of the 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
2 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 of closing of the proposed Merger may not be satisfied or that the closing of the proposed Merger might otherwise not occur; (iii) the risk that a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated; (iv) the diversion of management time on transaction-related issues; (v) risks related to disruption of management time from ongoing business operations due to the proposed Merger; (vi) the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of the Company Common Shares; (vii) the risk that the proposed Merger and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers; (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the Merger; (xi) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (xii) worldwide economic or political changes that affect the markets that the Company’s businesses serve, which could have an effect on demand for the Company’s services and impact the Company’s profitability; (xiii) effects from global pandemics, epidemics or other public health crises; (xiv) changes in the pharmaceutical, biotechnology and regulatory environment that affect demand for the Company’s software and services, including changes in drug development activity or regulatory requirements applicable to simulation and modeling software; (xv) disruptions in the global credit and financial markets, including diminished liquidity and credit availability; (xvi) changes in international trade agreements, including tariffs and trade restrictions; (xvii) cybersecurity vulnerabilities; (xviii) foreign currency volatility; (xix) retention of key employees; and (xx) outcomes of legal proceedings, claims and investigations. The Company cautions that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained in the Company’s most recently filed Annual Report on Form 10-K for the year ended August 31, 2025 and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. All of the forward-looking statements made by the Company contained in this communication and all subsequent written and oral forward- looking statements concerning the Company, the Merger or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above. If any of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. Accordingly, reliance should not be placed upon the forward-looking statements. Investor Relations Contact: Lisa Fortuna Financial Profiles 310-622-8251 slp@finprofiles.com