Every 8-K that Simulations Plus, Inc. (SLP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SLP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SLP filings page.
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.
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.
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. entered into a definitive agreement to be acquired by an affiliate of Altaris, LLC. In the all-cash deal, each outstanding Simulations Plus common share will be converted at closing into the right to receive $18.50 per share, excluding treasury, Parent-held and dissenting shares.
Closing is subject to approval by a majority of outstanding shares, antitrust and other regulatory clearances, and customary conditions, but is not subject to a financing condition. Major shareholders Walter and Virginia Woltosz agreed to vote approximately 3,252,800 shares, about 16% of the company, in favor of the merger.
The agreement includes mutual termination rights, a $13 million company termination fee in specified circumstances and a $26 million parent termination fee if Parent fails to close when required. A separate transaction bonus program provides about $3.114 million in contingent cash bonuses to selected employees, payable only if the merger closes.
Simulations Plus, Inc. agreed to be acquired by affiliates of Altaris, LLC in an all-cash transaction valued at approximately $375 million. Stockholders will receive $18.50 per share in cash, a 26% premium to the company’s 60‑day volume‑weighted average price as of June 15, 2026.
The deal was unanimously approved by the board and is expected to close in the fourth quarter of 2026, subject to stockholder and regulatory approvals and other customary closing conditions. Altaris plans to combine Simulations Plus with its portfolio company Chemical Computing Group, while keeping Simulations Plus’ headquarters in Research Triangle Park, North Carolina.
Co‑founder and director Dr. Walter Woltosz signed a voting and support agreement to vote his shares in favor of the merger. After closing, Simulations Plus will become a privately held subsidiary of Altaris and its common stock will cease trading on the Nasdaq Stock Market.
Simulations Plus reported a strong second quarter of fiscal 2026, but cut its full‑year EPS outlook. Revenue for the quarter ended February 28, 2026 rose 8% to $24.3 million, with software up 9% to $14.6 million and services up 8% to $9.7 million.
Gross profit increased to $16.1 million and gross margin expanded to 66% from 59%. Net income grew to $4.5 million, or $0.22 diluted EPS, versus $3.1 million and $0.15 a year earlier. Adjusted EBITDA was $8.7 million, a 36% margin, compared with $6.6 million and a 29% margin.
For the first six months, revenue rose 3% to $42.7 million, as a 3% decline in software revenue to $23.5 million was offset by 12% growth in services to $19.2 million. The company now guides fiscal 2026 adjusted diluted EPS to $0.75–$0.85, down from $1.03–$1.10, reflecting a higher expected effective tax rate of 23–25% instead of 12–14%, while maintaining prior revenue, mix, and margin targets of $79–$82 million revenue, 0–4% growth, 57–62% software mix, and 26–30% adjusted EBITDA margin. Cash and short‑term investments were $41.8 million as of February 28, 2026.
Simulations Plus, Inc. held its 2026 Annual Meeting of Shareholders, where investors approved an amendment to the 2021 Equity Incentive Plan increasing shares authorized for issuance from 2,500,000 to 3,450,000. The amendment had been approved by the Board in December 2025 and became effective upon shareholder approval on February 12, 2026.
Shareholders also re-elected four directors, ratified Rose, Snyder & Jacobs LLP as auditor for the fiscal year ending August 31, 2026, and supported an advisory proposal on the frequency of named executive officer compensation votes. A total of 13,229,922 shares, about 66% of the 20,146,585 shares entitled to vote as of December 15, 2025, were represented.
Simulations Plus, Inc. reported that it has released financial results for its first quarter ended November 30, 2025. On January 8, 2026, the company issued a press release with these results and held an investor conference call to discuss performance for the quarter.
The press release is furnished as Exhibit 99.1 and the PowerPoint presentation used on the call is furnished as Exhibit 99.2. These materials are being furnished, not filed, which limits their use for certain legal purposes. The company also includes standard cautionary language that its disclosures and exhibits contain forward-looking statements subject to significant risks and uncertainties that could cause actual results to differ materially.
Simulations Plus, Inc. entered into amended and restated employment agreements with its CEO, CFO, Chief Revenue Officer, and President of Service Solutions, and new agreements with its Co‑Chief Product & Technology Officer, COO, and Chief Scientific Officer, all effective December 2, 2025. The contracts set base salaries, performance‑based cash bonuses, and stock option targets under the company’s 2021 Equity Incentive Plan.
The CEO’s package includes a base salary of $547,700, a target cash bonus equal to 75% of salary, a target grant of 50,000 stock options, and potential additional discretionary cash and options. Other executives receive base salaries ranging from $283,100 to $359,100 with bonus targets of 25%–35% of salary and stock option targets of 15,000–20,000 options. If any covered executive is terminated without cause and signs a release, they are entitled to a one‑time payment equal to 12 months of base salary plus 12 months of COBRA health coverage paid by the company.
Simulations Plus, Inc. (SLP) furnished an 8-K announcing a press release with preliminary operational results for its fourth fiscal quarter ended August 31, 2025, and providing guidance and estimates for the fiscal year ending August 31, 2026.
The information under Items 2.02 and 7.01, and Exhibit 99.1, is furnished and not filed, and is not incorporated by reference except as expressly stated. The company also included a customary caution regarding forward-looking statements.
Simulations Plus (SLP), a provider of cheminformatics and biosimulation solutions for the biopharma industry, announced a rescheduling of its Q3 FY2025 financial results release and conference call. The company has delayed these events from the original date of July 2, 2025, to the following schedule:
- Conference call: July 14, 2025, at 5:00 p.m. Eastern Time
- Financial results release: July 15, 2025, before market open
The delay utilizes the maximum time allowed under regulations following the company's status change from a large accelerated filer to a non-accelerated filer. This material event was reported via Form 8-K and includes a press release (Exhibit 99.1) containing the rescheduling details. The filing indicates a notable change in the company's filing status and timing of financial disclosures, which could be significant for investors tracking reporting obligations and corporate governance.