Business context and reporting period
This October 6, 2026 Form 8-K reports the closing of Simulations Plus, Inc.’s merger with affiliates of Altaris, LLC. It is a transaction report, not a quarterly or annual financial-results filing.
Transaction and key financial terms
- At closing, the Company became a wholly owned subsidiary of SP Evolution HoldCo II, LLC.
- Most outstanding common shares were converted into the right to receive $18.50 per share in cash, without interest and subject to applicable taxes. The filing states an approximate total transaction value of $376.8 million.
- Outstanding options vested and were converted into cash for the spread, if any, between the offer price and exercise price. Options with exercise prices at or above $18.50 were cancelled for no consideration.
- The buyer funded the consideration with Altaris-affiliated equity financing, debt financing, and cash from the Company’s balance sheet. The filing does not provide the amounts or terms of the debt financing or the cash used.
Financial performance and comparison
The filing provides no revenue, profit, cash flow, margin, debt-balance, or liquidity results, and no comparable-period financial data. No operating performance comparison can be made from this filing.
Changes, outlook, and other material matters
- The Company’s shares ceased to be listed on Nasdaq on October 6, 2026. The Company requested delisting and deregistration and stated that it intends to file Form 15 after Form 25 becomes effective to seek termination of registration and suspension of reporting obligations.
- Shareholders whose shares were converted ceased to have shareholder rights other than the right to receive the merger consideration. Shares held by the Company or the buyer group were cancelled; properly perfected dissenting shares are excluded from the cash conversion.
- Four directors ceased serving at closing; Matteo Foderaro and Charles Mullens became directors of the surviving corporation. Paul Labute was appointed President after closing. Existing officers continued.
- The Company’s 2021 Equity Incentive Plan was terminated. Its articles of incorporation and bylaws were amended and restated.
- The filing provides no forward guidance or management outlook. It refers to the merger agreement and closing press release for additional information.
Important facts for investors to verify
- Whether and when Form 25 and Form 15 become effective, and the resulting status of the Company’s SEC reporting obligations.
- Payment and tax treatment of the $18.50-per-share consideration, including any claims for dissenters’ rights.
- The amount and terms of acquisition debt and the amount of Company balance-sheet cash used to fund the transaction.
- The merger agreement, amended governing documents, and October 6, 2026 press release referenced or included as exhibits.