Simulations Plus completes $18.50-a-share cash merger
Eligible common shareholders became entitled to $18.50 per share in cash, and SLP common shares ceased listing on Nasdaq on October 6, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
Simulations Plus, Inc. (SLP) completed its merger on October 6, 2026. SP Evolution BidCo II, LLC merged into the company, which survived as a wholly owned subsidiary of SP Evolution HoldCo II, LLC, an affiliate of Altaris, LLC. Each eligible outstanding common share converted into the right to receive $18.50 per share in cash; the transaction was valued at approximately $376.8 million. Treasury shares, shares held by Parent, Merger Sub or Parent subsidiaries, and properly perfected dissenters’ shares were excluded.
Outstanding options vested in full. Options with exercise prices below $18.50 were cancelled for cash based on the excess of the per-share consideration over the exercise price; options priced at or above $18.50 were cancelled for no consideration. Parent funded the consideration with equity financing from Altaris-affiliated funds, debt financing and cash from the company’s balance sheet. SLP common shares ceased listing on Nasdaq on October 6; after Form 25 becomes effective, the company intends to file Form 15 seeking termination of registration and suspension of reporting obligations.
Simulations Plus is being combined with Chemical Computing Group, an Altaris portfolio company, and will continue under its own name and brand. Paul Labute was appointed President following closing.
Filing Explained
At the
8-K Event Classification
8 items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
8 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Merger consideration: $18.50 per share in cash
Transaction value: Approximately $376.8 million
Merger completion: October 6, 2026
3 metrics
Merger consideration
$18.50 per share in cash
Each eligible outstanding common share
Transaction value
Approximately $376.8 million
Completed merger
Merger completion
October 6, 2026
Simulations Plus became a wholly owned subsidiary of SP Evolution HoldCo II, LLC
Key Terms
Merger Consideration, Dissenting Shares, Effective Time, Form 25, +1 more
5 terms
Merger Consideration financial
"“Merger Consideration”"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Effective Time technical
"“Effective Time”"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Form 25 regulatory
"application on Form 25 to delist the Company Common Shares"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"a certification on Form 15 with respect to the Company Common Shares"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to Simulations Plus stock options in the merger?
Outstanding options vested in full. Options with exercise prices below $18.50 were cancelled for cash based on the excess of the per-share consideration over the exercise price; options priced at or above $18.50 were cancelled for no consideration.
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
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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. ¨
Introductory Note
On October 6, 2026, Simulations Plus, Inc. (“Simulations Plus” or 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”), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of June 15, 2026 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. Parent and Merger Sub are affiliates of Altaris, LLC, a Delaware limited liability company (“Altaris”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”).
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.001 per share (the “Company Common Shares”) (other than (a) Company Common Shares held by the Company as treasury shares or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time (the “Cancelled Shares”) and (b) Company Common Shares held by shareholders who did not vote in favor of the Merger and who properly exercised and perfected their dissenters’ rights in accordance with Chapter 13 of the California Corporations Code (the “Dissenting Shares”)), was automatically converted into the right to receive $18.50 per share in cash, without interest and subject to applicable taxes (the “Merger Consideration”) with the total transaction valued at approximately $376.8 million.
In addition, pursuant to the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding option to purchase Company Common Shares (a “Company Option”) automatically vested in full and was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable taxes, equal to the product of (i) the number of Company Common Shares subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per Company Common Share subject to such Company Option. Each Company Option with an exercise price per Company Common Share greater than or equal to the Merger Consideration was automatically cancelled for no consideration.
As a result of the completion of the Merger, the Company became a wholly owned subsidiary of Parent. Parent funded the aggregate Merger Consideration through a combination of equity financing from funds affiliated with Altaris and debt financing, together with cash from the Company's balance sheet.
The foregoing description of the Merger, the Merger Agreement and the other transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2026, which is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
In connection with the completion of the Merger, on October 6, 2026, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Merger has been completed and (ii) submitted a request to Nasdaq for Nasdaq to cease trading of the Company Common Shares on Nasdaq and to suspend the listing of the Company Common Shares and to file with the SEC an application on Form 25 to delist the Company Common Shares from Nasdaq and deregister the Company Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company Common Shares are no longer listed on Nasdaq as of October 6, 2026.
In addition, following the effectiveness of the Form 25, the Company intends to file with the SEC a certification on Form 15 with respect to the Company Common Shares requesting (i) the termination of registration of the Company Common Shares under Section 12(g) of the Exchange Act and (ii) the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company Common Shares.
Item 3.03. Material Modification to Rights of Security Holders.
2
The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
As a result of the Merger, each Company Common Share that was issued and outstanding immediately prior to the Effective Time (except for the Cancelled Shares and the Dissenting Shares) was automatically cancelled and converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such Company Common Shares ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and in Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each of Dr. Daniel Weiner, Dr. Walter S. Woltosz, Dr. John K. Paglia and Sharlene Evans ceased serving as a member of the Board of Directors of the Company (the “Board”) and on any and all committees of the Board on which they served. At the Effective Time, Matteo Foderaro and Charles Mullens became the directors of the Surviving Corporation. Pursuant to the Merger Agreement, the officers of the Company at the Effective Time continued as the officers of the Surviving Corporation.
On October 6, 2026, following the consummation of the Merger, the Board appointed Paul Labute as President of the Company.
Additionally, in connection with the consummation of the Merger, pursuant to the terms of the Merger Agreement, the Company’s 2021 Equity Incentive Plan, as amended (the “Company Equity Plan”), was terminated at or prior to the Effective Time. The treatment of the outstanding Company Options under the Company Equity Plan in connection with the Merger is described in Item 2.01 of this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Surviving Corporation were amended and restated in their entirety (the “Amended and Restated Articles of Incorporation”). A copy of the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On October 6, 2026, following the consummation of the Merger, the Board amended and restated the Company’s Bylaws (the “Amended and Restated Bylaws”), effective as of that date. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 6, 2026, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 2.1* | Agreement and Plan of Merger, dated as of June 15, 2026, by and among Simulations Plus, Inc., SP Evolution HoldCo II, LLC and SP Evolution BidCo II, LLC. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 17, 2026) | ||||
| 3.1 | Amended and Restated Articles of Incorporation of Simulations Plus, Inc. | ||||
| 3.2 | Amended and Restated Bylaws of Simulations Plus, Inc. | ||||
| 99.1 | Press Release dated October 6, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Schedules and exhibits omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
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: October 6, 2026 | By: /s/ Will Frederick | ||||
| Name: Will Frederick | |||||
Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
4
1 Exhibit 99.1 Simulations Plus Announces Completion of Acquisition by Altaris RESEARCH TRIANGLE PARK, NC, October 6, 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 the completion of its acquisition by affiliates of Altaris, LLC ("Altaris"), an investment firm focused exclusively on the healthcare industry. The transaction was originally announced on June 16, 2026. At the effective time of the merger each Simulations Plus shareholder received $18.50 in cash per share. As a result of the completion of the transaction, Simulations Plus has become a privately held company, and its common stock will no longer trade on the Nasdaq Global Select Market. As previously announced, in connection with closing, Simulations Plus is being combined with Chemical Computing Group ("CCG"), an Altaris portfolio company and leading provider of molecular modeling and drug discovery software. Together, the organizations will create a broader platform spanning drug discovery, modeling, simulation, and development, enhancing their ability to serve customers across the pharmaceutical research and development lifecycle. Within the combined business, Simulations Plus will continue to operate under its own name and brand. "Today marks an exciting new chapter for Simulations Plus," said Shawn O'Connor, Chief Executive Officer of Simulations Plus. "Our mission has always been to help our customers accelerate the discovery, development, and commercialization of innovative therapies through advanced modeling, simulation, and AI-driven technologies. By joining CCG, we believe we are well positioned to accelerate investment in innovation, expand our capabilities, and expand the solution we provide to customers across the biopharmaceutical ecosystem. We want to thank our employees, customers, partners, and shareholders for their support throughout our journey as a public company." "We are delighted to welcome the Simulations Plus team to CCG," said Paul Labute, Chief Executive Officer at CCG. "Simulations Plus has established itself as a trusted leader in biosimulation and model-informed drug development, supported by its science, differentiated technology, and deep customer relationships. We look forward to partnering with the company's talented team to support continued growth and innovation while advancing solutions that help improve the efficiency and success of drug development." The combined organization will leverage the complementary technologies, scientific expertise, and customer relationships of both companies to accelerate innovation and provide an expanded suite of software and services supporting biopharmaceutical research and development. 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.
2 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 $10 billion of equity capital. For more information, please visit www.altariscap.com. Media Contact: Lisa Fortuna Financial Profiles 310-622-8251 slp@finprofiles.com