Simulations Plus, Inc. 8-K

What Happened Simulations Plus, Inc. (SLP) filed an 8-K on June 17, 2026 disclosing a Merger Agreement dated June 15, 2026 with SP Evolution HoldCo II, LLC (an affiliate of Altaris, LLC) and its subsidiary SP Evolution BidCo II, LLC. Under the agreement Merger Sub will merge into Simulations Plus and each outstanding common share (except treasury, Parent-owned or dissenting shares) will be converted into the right to receive $18.50 in cash per share at closing. The Board unanimously approved the Merger Agreement, declared it advisable, and recommended that shareholders vote to adopt it. Following closing the company’s securities will be delisted from Nasdaq and deregistered under the Exchange Act.

Key Details

• Merger consideration: $18.50 in cash per Company common share at the Effective Time.
• Options: Outstanding options vest and are converted into a cash payment equal to (shares subject to option) × (max(0, $18.50 − exercise price)); options with exercise price ≥ $18.50 are cancelled for no consideration.
• Approvals & conditions: Closing is subject to Company shareholder approval (majority vote), clearance of HSR and other regulatory reviews, absence of legal restraints, and customary closing conditions. End Date for the transaction is February 10, 2027.
• Financing & protections: Parent has equity and debt financing commitments (Altaris-affiliated funds committed equity) and the deal is not conditioned on financing. Parent may owe a $26.0M termination fee in certain events; the Company may owe a $13.0M termination fee in certain circumstances.
• Voting support: A Voting Agreement with Dr. Walter S. Woltosz and Virginia E. Woltosz covers ~3,252,800 shares (~16% of outstanding stock) to vote in favor of the merger.
• Transaction bonuses: The Compensation Committee approved a transaction bonus program totaling ~ $3.114M for employees; named executive bonuses include CEO Shawn O’Connor $822,000 and CFO Will Frederick $539,000 (payments contingent on closing).

Why It Matters For shareholders, the deal means a guaranteed cash price of $18.50 per share if the merger closes, and public investors would no longer hold publicly traded SLP stock after delisting and deregistration. The agreement has board support and significant shareholder voting commitments (≈16%), and Parent has financing commitments, which can reduce closings risk—but the transaction still requires shareholder approval and regulatory clearances. Option holders should note the specific cash-out formula; in-the-money options receive cash while out-of-money options are cancelled. The company will file a proxy statement with the SEC with full details and timing for the shareholder vote.