8-K: Simulations Plus to Be Acquired by Altaris for $375 Million

Simulations Plus, Inc. announced a definitive agreement to be acquired by Altaris, LLC in an all-cash transaction for approximately $375 million, with stockholders to receive $18.50 per share.

Summary

• Simulations Plus, Inc. has entered into a definitive agreement to be acquired by affiliates of Altaris, LLC, an investment firm focused on the healthcare industry.
• The transaction is an all-cash deal valued at approximately $375 million.
• Simulations Plus common stockholders will receive $18.50 per share in cash, representing a 26% premium over the 60-day volume-weighted average price as of June 15, 2026.
• Upon closing, Simulations Plus is expected to be combined with Chemical Computing Group (CCG), another Altaris portfolio company.
• The transaction has been unanimously approved by the Simulations Plus Board of Directors and is subject to customary closing conditions, including stockholder approval and regulatory approvals.
• The deal is anticipated to close in the fourth quarter of 2026.
• Following the acquisition, Simulations Plus will become a privately held subsidiary of Altaris and will no longer be traded on the Nasdaq Stock Exchange.
• Simulations Plus will report its third quarter fiscal 2026 financial results on July 9, 2026, but will not hold an earnings call while the transaction is pending.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for existing shareholders due to the premium offered and the strategic rationale for the acquisition, though it marks the end of the company's public trading life.

Positives

• Provides immediate and certain value to Simulations Plus stockholders.
• Offers a 26% premium to the 60-day volume-weighted average price.
• The acquisition is expected to strengthen Simulations Plus and accelerate growth through combination with CCG.
• The transaction is not subject to a financing contingency, indicating Altaris has secured the necessary funds.
• Simulations Plus cofounder and director Dr. Walter Woltosz has entered into a voting and support agreement to vote in favor of the transaction.

Negatives

• Simulations Plus will cease to be a publicly traded company, meaning its stock will no longer be available on the Nasdaq Stock Exchange.
• The transaction is subject to closing conditions, including stockholder and regulatory approvals, which could delay or prevent completion.

Risks

• The risk that the proposed transaction may not be completed in a timely manner or at all.
• Failure to obtain the required approval of the Company's shareholders.
• Failure to obtain required regulatory approvals or satisfy other closing conditions under the merger agreement.
• The occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement.
• Risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed transaction.
• The effect of the announcement or pendency of the proposed transaction on the Company's business relationships, operating results and business generally, including the ability to retain key personnel and maintain relationships with customers, distributors and other business partners.
• The outcome of any legal proceedings that may be instituted against the Company or others relating to the proposed transaction.

Future Outlook

The transaction is expected to close in the fourth quarter of 2026. Upon completion, Simulations Plus will become a privately held subsidiary of Altaris and its common stock will no longer be traded on the Nasdaq Stock Exchange. Altaris anticipates combining Simulations Plus with Chemical Computing Group to accelerate growth and innovation.

Management Comments

• "The life sciences industry is at an inflection point, as software and services are rapidly evolving toward integrated, AI-driven platforms, cloud-based infrastructure, and more predictable, subscription-based business models."
• "This transaction provides immediate and certain value to Simulations Plus stockholders, and we believe the transaction will better position us to serve our customers and accelerate innovation across product offerings."

Industry Context

StockSavvy.ai notes that this acquisition aligns with a broader trend in the life sciences and healthcare technology sectors, where private equity firms are actively consolidating and investing in companies that offer specialized software and AI-driven solutions to accelerate drug development and biopharma innovation. The combination with Chemical Computing Group suggests a strategy to create a more comprehensive platform for molecular design and drug development.

Legal Proceedings

• Potential litigation relating to the proposed merger that could be instituted against the Company, Parent, Merger Sub or their respective directors, officers or affiliates.

Related Party Transactions

• Information regarding related party transactions is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2025, and its proxy statement for its 2026 Annual Meeting of Stockholders.

Stakeholder Impact

• Shareholders will receive $18.50 per share in cash, providing a significant premium.
• Employees may face changes in employment terms and conditions under new private ownership, with potential integration with CCG.
• Customers may benefit from an enhanced, integrated platform resulting from the combination of Simulations Plus and CCG.
• Suppliers and creditors will need to assess the financial stability and operational changes under Altaris's ownership.

Next Steps

• Simulations Plus will file a proxy statement on Schedule 14A with the SEC.
• The definitive proxy statement will be mailed to stockholders.
• Stockholders will vote on the proposed merger.
• Required regulatory approvals must be obtained.
• The transaction is expected to close in the fourth quarter of 2026.

Key Dates

Recommendation

The acquisition offers a significant premium to current shareholders, making it an attractive exit. For potential new investors, the company will no longer be publicly traded, and the recommendation is to hold existing positions to realize the acquisition price, as new investment opportunities are limited to private equity.

Keywords

Merger, Acquisition, Simulations Plus, Altaris, Healthcare Investment, Drug Development Software, Private Equity, Chemical Computing Group