Simulations Plus Appoints New CFO, Sees CFO Transition

Ticker: SLP · Form: 8-K · Filed: Jun 12, 2024 · CIK: 1023459

Sentiment: neutral

Topics: management-change, cfo, compensation

TL;DR

New CFO at Simulations Plus, old one moves to advisor role.

AI Summary

Simulations Plus, Inc. announced on June 11, 2024, the appointment of Ms. Jennifer L. Williams as Chief Financial Officer, effective June 10, 2024. Ms. Williams will receive an annual base salary of $275,000 and will be eligible for a discretionary annual bonus. The company also reported the departure of its previous CFO, Mr. Paul B. Silverman, who will transition to a Senior Advisor role until August 31, 2024.

Why It Matters

This filing details a significant leadership change in the finance department, which can impact investor confidence and the company's financial strategy.

Risk Assessment

Risk Level: low — The filing primarily concerns a CFO transition and compensation, which is a routine event and does not indicate significant operational or financial distress.

Key Numbers

Key Players & Entities

FAQ

What is the effective date of Jennifer L. Williams' appointment as CFO?

Ms. Williams' appointment as Chief Financial Officer is effective as of June 10, 2024.

What is the annual base salary for the new CFO?

The annual base salary for Ms. Jennifer L. Williams is $275,000.

What is the role of Paul B. Silverman after his departure as CFO?

Mr. Paul B. Silverman will transition to a Senior Advisor role until August 31, 2024.

What is the company's fiscal year end?

The company's fiscal year ends on August 31.

What is the filing date of this 8-K report?

This 8-K report was filed on June 12, 2024.

Filing Stats: 2,103 words · 8 min read · ~7 pages · Grade level 13.4 · Accepted 2024-06-12 08:00:28

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 11, 2024, Simulations Plus, Inc. (the "Company") entered into a Stock Purchase Agreement, by and among the Company, Pro-ficiency Holdings, Inc. ("Pro-ficiency"), each of the stockholders of Pro-ficiency (collectively, the "Sellers") and WRYP Stockholders Services, LLC, solely in its capacity as the Sellers' Representative (the "Purchase Agreement"). Pursuant to the Purchase Agreement, at closing on June 11, 2024 (the "Closing"), the Company purchased 100% of the issued and outstanding capital stock of Pro-ficiency (the "Acquisition") from the Sellers for an aggregate purchase price of $100,000,000 in cash, subject to post-closing adjustments for net working capital, closing cash, indebtedness, and transaction expenses (collectively, the "Purchase Price"). An aggregate of $1,000,000 of the Purchase Price was placed in escrow to fund payment obligations of the Sellers with respect to post-Closing Purchase Price adjustments and post-Closing indemnification obligations of the Sellers, and another portion of the Purchase Price was deposited into an account to reimburse the Seller Representative for any fees and expenses incurred by the Seller Representative in performing its duties under the Purchase Agreement as the representative of the Sellers. As a result of the Acquisition, at Closing, Pro-ficiency became a wholly-owned subsidiary of the Company. The Purchase Agreement contains standard representations, warranties and covenants and other terms customary in similar transactions. Subject to the provisions of the Purchase Agreement, the Sellers have agreed to indemnify the Company and its affiliates for losses resulting from breaches of representations, warranties and covenants of the Sellers and Pro-ficiency in the Purchase Agreement and for certain other specified matters. The Sellers' indemnification obligations are subject to various limitations, including, among other things, a deductible, caps, and

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 12, 2024, the Company issued a press release announcing the Acquisition. The press release is furnished as Exhibit 99.1 to this Report. Additionally, on June 12, 2024, the Company posted a corporate presentation providing information regarding the Acquisition to the Company's website in the "Investors" section. A copy of that corporate presentation is furnished as Exhibit 99.2 hereto and incorporated herein by reference. In accordance with General Instructions B.2 of Form 8-K, the information set forth in Item 7.01 of this Report, including Exhibits 99.1 And 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Report. CAUTION REGARDING FORWARD-LOOKING STATEMENTS This Report, including the disclosures set forth herein and in Exhibits 99.1 and 99.2 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Report or reports hereafter furnished, including in other publicly available documents filed with the Securities and Exchange Commission (the "Commission"), to the Company's stockholders and other publicly 3 available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 2.1* Stock Purchase Agreement, by and among the Company, Pro-ficiency Holdings, Inc. ("Pro-ficiency"), each of the stockholders of Pro-ficiency (collectively, the "Sellers") and WRYP Stockholders Services, LLC, solely in its capacity as the Sellers' Representative, dated June 11, 2024. 10.1 Amended and Restated Employment Agreement between Simulations Plus, Inc. and Michael Raymer, dated June 11, 2024. 99.1 Press Release, issued June 12, 2024. 99.2 Simulations Plus Corporate Presentation – Pro-ficiency Acquisition, July 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIMULATIONS PLUS, INC. Dated: June 12, 2024 By: /s/ Will Frederick Will Frederick Chief Financial Officer and Chief Operating Officer 4

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