Simulations Plus, Inc. Announces Merger; HSR Waiting Period Expired

What Happened
Simulations Plus, Inc. announced that on June 16, 2026 it entered into an Agreement and Plan of Merger with SP Evolution HoldCo II, LLC (Parent) and its wholly owned subsidiary SP Evolution BidCo II, LLC (Merger Sub). Under the agreement, Merger Sub will merge into Simulations Plus, with Simulations Plus surviving as a wholly owned subsidiary of Parent. The filing states the Hart‑Scott‑Rodino (HSR) anti‑trust waiting period for the transaction has expired, but closing remains subject to other customary conditions, including shareholder approval and certain regulatory approvals in France. The company filed a Definitive Proxy Statement on Schedule 14A on July 22, 2026 with additional transaction details.

Key Details

• Merger Agreement date: June 16, 2026 (Parties: Simulations Plus, SP Evolution HoldCo II, LLC, SP Evolution BidCo II, LLC).
• HSR waiting period: Expired (per press release attached as Exhibit 99.1).
• Remaining closing conditions: Company shareholder approval and receipt of required French regulatory approvals; other customary closing conditions may apply.
• Proxy/filings: Definitive Proxy Statement filed July 22, 2026; transaction materials available via the SEC (sec.gov) and Simulations Plus investor site. Investor contact: slp@finprofiles.com, 661‑723‑7723.

Why It Matters
If completed, the transaction will make Simulations Plus a wholly owned subsidiary of SP Evolution HoldCo II, which is a fundamental change in ownership and control. The deal is not closed yet — it still needs shareholder approval and foreign regulatory clearances — so shareholders should review the Definitive Proxy Statement for details about the consideration to be received and the formal vote. The 8‑K also highlights the usual forward‑looking risks (timing, regulatory approvals, potential for the deal to not close), which investors should consider when evaluating near‑term implications for the company and its stock.