{"schema_version":"secwatch.filing_event.v1","accession":"0001023459-26-000024","form_type":"8-K","ticker":"SLP","cik":"0001023459","company_name":"Simulations Plus, Inc.","filed_at":"2026-06-17T20:01:58+00:00","discovered_at":"2026-06-17T20:03:00.440524+00:00","generated_at":"2026-06-17T20:05:27.899970+00:00","sec_items":["1.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Simulations Plus to be acquired by Altaris affiliate for $18.50 per share in all-cash deal","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001023459-26-000024","json":"https://secwatch.observer/filing/0001023459-26-000024.json","markdown":"https://secwatch.observer/filing/0001023459-26-000024.md","text":"https://secwatch.observer/filing/0001023459-26-000024.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023459/000102345926000024/0001023459-26-000024-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023459/000102345926000024/slp-20260615.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T20:05:27.899970+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2983f68c44f215f2bdc979b67bef22ea9aafb5b1","claim":"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).","evidence_excerpt":"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 \").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1023459/000102345926000024/0001023459-26-000024-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"SP Evolution HoldCo II, LLC and SP Evolution BidCo II, LLC"},{"label":"Value","value":"$18.50 in cash"},{"label":"Effective","value":"2026-06-15"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}