Simulations Plus to be acquired by Altaris affiliate for $18.50 per share in all-cash deal

Simulations Plus, Inc.

Each common share will be converted into $18.50 in cash, representing a premium to the last close.
Founders Dr. Walter S. Woltosz and Virginia E. Woltosz, holding ~16% of shares, entered a Voting Agreement to support the deal.
Closing conditions include shareholder approval, HSR clearance, and no financing condition; expected by February 10, 2027.
Parent termination fee of $26M; Company termination fee of $13M; deal not subject to financing contingency.
Executive transaction bonuses totaling ~$3.1M, including $822K for CEO Shawn O'Connor, payable upon closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Simulations Plus, Inc. entered into Agreement and Plan of Merger with SP Evolution HoldCo II, LLC and SP Evolution BidCo II, LLC valued at $18.50 in cash (effective 2026-06-15).

Action: entry
Agreement: merger
Counterparty: SP Evolution HoldCo II, LLC and SP Evolution BidCo II, LLC
Value: $18.50 in cash
Effective: 2026-06-15

Exact text from the filing

On June 15, 2026, Simulations Plus, Inc., a California corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the Company, SP Evolution HoldCo II, LLC, a Delaware limited liability company and an affiliate of Altaris, LLC (" Parent ") and SP Evolution BidCo II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (" Merger Sub "), pursuant to which Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving as a wholly owned subsidiary of Parent (the " Surviving Corporation ").

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Simulations Plus, Inc. filing history →

Source: SEC EDGAR

accession 0001023459-26-000024

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