Simulations Plus (SLP) investors OK Altaris merger, await regulators
Rhea-AI Filing Summary
Simulations Plus, Inc. (SLP) reported that shareholders approved all proposals at a Special Meeting of Shareholders held on August 27, 2026 to facilitate its pending merger with an affiliate of Altaris, LLC. Quorum was strong, with 15,539,537 shares, or 76.83% of the 20,224,838 shares entitled to vote as of July 17, 2026, represented virtually or by proxy.
Shareholders approved the Agreement and Plan of Merger among Simulations Plus, SP Evolution HoldCo II, LLC and SP Evolution BidCo II, LLC, under which SP Evolution BidCo II, LLC will merge with and into Simulations Plus, and Simulations Plus will become a wholly owned subsidiary of SP Evolution HoldCo II, LLC. The merger proposal received 14,735,712 votes for, 771,288 against and 32,537 abstentions. Shareholders also approved, on a non-binding advisory basis, merger-related compensation for named executive officers and an adjournment proposal, though adjournment was not needed.
The company states that closing of the merger remains subject to customary closing conditions, including receipt of certain regulatory approvals in France, and cites extensive forward-looking statement risk factors, including potential failure to obtain required approvals, potential termination of the merger agreement (which could involve a termination fee), transaction-related disruption, and broader macroeconomic and industry risks.
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8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
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, or exhibit attachments filed with this report.
Key Figures
Shares outstanding entitled to vote: 20,224,838 shares
Shares represented at Special Meeting: 15,539,537 shares
Meeting participation rate: 76.83%
+4 more
7 metrics
Shares outstanding entitled to vote
20,224,838 shares
Issued and outstanding common stock entitled to vote as of July 17, 2026
Shares represented at Special Meeting
15,539,537 shares
Shares represented virtually or by proxy at the August 27, 2026 Special Meeting
Meeting participation rate
76.83%
Percentage of issued and outstanding shares entitled to vote that were represented at the Special Meeting
Merger Agreement Proposal votes for
14,735,712
Votes for the proposal to adopt the Agreement and Plan of Merger
Merger Agreement Proposal votes against
771,288
Votes against the proposal to adopt the Agreement and Plan of Merger
Merger-related compensation votes for
10,930,973
Votes for the advisory proposal on compensation related to the merger
Adjournment Proposal votes for
14,444,277
Votes for the proposal to approve one or more adjournments of the Special Meeting
Key Terms
Special Meeting of Shareholders, Agreement and Plan of Merger, Merger Agreement Proposal, Merger-Related Compensation Proposal, +2 more
6 terms
Agreement and Plan of Merger regulatory
"approved the proposal to adopt the Agreement and Plan of Merger, dated as"
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.
Merger Agreement Proposal regulatory
"with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”)."
forward-looking statements regulatory
"This communication contains forward-looking statements within the meaning of the safe harbor"
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.
termination fee financial
"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;"
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.
FAQ
Is the Simulations Plus (SLP) merger with the Altaris affiliate already closed?
No. The company states the closing of the merger remains subject to satisfaction or waiver of other customary conditions, including receipt of certain regulatory approvals in France, as previously disclosed in a filing on August 13, 2026.
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 5.07 Submission of Matters to a Vote of Security Holders
On August 27, 2026, Simulations Plus, Inc., a California corporation (the “Company”), held a Special Meeting of Shareholders (the “Special Meeting”) to consider and vote upon the proposals set forth below. At the Special Meeting, 15,539,537 or approximately 76.83%, of the Company’s 20,224,838 issued and outstanding shares of common stock entitled to vote as of July 17, 2026, the record date for the Special Meeting, were represented virtually or by proxy. The proposals voted on at the Special Meeting are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2026, as supplemented on August 20, 2026 (the “Proxy Statement”), and are incorporated by reference herein.
The final voting results on the proposals presented for shareholder approval at the Special Meeting were as follows:
1. Proposal No. 1: The Company’s shareholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of June 15, 2026 (as it may be amended from time to time, 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, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”).
The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 14,735,712 | 771,288 | 32,537 | ||||||
Accordingly, the Merger Agreement Proposal was approved by the requisite vote of the Company’s shareholders.
2. Proposal No. 2: The Company’s shareholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement (the “Merger-Related Compensation Proposal”).
The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 10,930,973 | 1,174,280 | 3,434,284 | ||||||
Accordingly, the Merger-Related Compensation Proposal was approved, on an advisory, (non-binding) basis, by the requisite vote of the Company’s shareholders.
3. Proposal No. 3: The Company’s shareholders approved the proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”).
The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 14,444,277 | 986,000 | 109,260 | ||||||
The Adjournment Proposal was approved. However, because there were sufficient votes to approve the Merger Agreement Proposal, the Special Meeting was not adjourned to solicit additional proxies. Because none of the proposals above were “routine” matters, there could be no broker non-votes occurring in connection with these proposals at the Special Meeting.
No other matters were considered and voted on by the Company’s shareholders at the Special Meeting.
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Item 8.01 Other Events
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2026, the closing of the Merger remains subject to the satisfaction or waiver of other customary conditions including without limitation, the receipt of certain regulatory approvals in France.
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 has or 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.
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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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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 28, 2026 | By: /s/ Will Frederick | ||||
| Will Frederick | |||||
| Executive Vice President and Chief Financial Officer | |||||
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