Simulations Plus, Inc. (NASDAQ:SLP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported on that certain Current Report on Form 8-K
filed by Simulations Plus, Inc., a California corporation (the
Company), with the Securities and Exchange Commission (the SEC)
on May 1, 2017 (the May Form 8-K), on May 1, 2017, Simulations
Plus, Inc., a California corporation (the Company), entered into
a Stock Purchase Agreement (the Agreement) with DILIsym Services,
Inc., a North Carolina corporation (DILIsym), the shareholders of
DILIsym (the DILIsym Shareholders) and Brett A. Howell, the
representative of the DILIsym Shareholders (the DILIsym
Shareholders Representative), each, a Party, and collectively,
the Parties.
On June 1, 2017, the Company consummated the acquisition of all
outstanding capital stock of DILIsym to the terms of the
Agreement and DILIsym became a wholly owned subsidiary of the
Company (the Acquisition). Under the terms of the Agreement, the
Company: (1) paid to the DILIsym Shareholders Five Million
Dollars ($5,000,000) payable at the closing of the Acquisition
(the Closing) subject to certain adjustments and holdbacks as
provided in the Agreement and as more fully described below; and
(2) will pay to the DILIsym Shareholders certain earn-out
payments, to be measured by the earnings of DILIsym before income
taxes, payable following the Closing, as more particularly
described in the Agreement and as more fully described below (the
Earn-out Payments):
On June 1, 2017, the Company paid the DILIsym Shareholders total
cash consideration of $4,515,982; which such amount included
$515,982 in working capital left in DILIsyms accounts in excess
of the amount required under the Agreement,
At the holdback release date, eighteen months from the Closing
and subject to any offsets, the Company will pay $1,000,000 of
holdback consideration; and
In addition, the Company may pay up to an additional $5,000,000
in Earn-out Payments over the 3 years following the Closing if
and when such Earn-out Payments become due and payable, and
subject to certain offsets as provided in the Agreement,
according to the Agreement.
As previously reported on the May Form 8-K, on May 1, 2017, Dr.
Daniel Weiner was appointed as a member of the Board of Directors
of the Company and Dr. Weiner also serves on the Board of
Directors of DILIsym. Immediately prior to the Closing, Dr.
Weiner owned 5,000 shares of DILIsyms common stock (less than one
percent of DILIsyms outstanding shares). At the closing of the
Acquisition, Dr. Weiner received approximately $29,000 in cash
consideration of the sale of his shares of DILIsym to the Company
and may receive up to an additional $35,000 upon any payment of
the holdback consideration and/or Earn-out Payments. The
consideration for the purchase of the capital stock of DILIsym
was determined by arms-length negotiations between the Company
and DILIsym prior to Dr. Weiners appointment to the Board of
Directors of the Company.
Item 7.01 Regulation FD Disclosure
On June 1, 2017, the Company issued a press release announcing
that it has consummated the transaction contemplated by the
Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
As permitted by Item 9.01(a)(4) of Form 8-K, the financial
statements required by Item 9.01(a) of Form 8-K will be filed by
the Company by an amendment to this Current Report on Form 8-K
not later than 71 days after the date upon which this Current
Report on Form 8-K must be filed.
(b)Pro Forma Financial Information.
As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma
financial information required by Item 9.01(b) of Form 8-K will
be filed by the Company by an amendment to this Current Report on
Form 8-K not later than 71 days after the date upon which this
Current Report on Form 8-K must be filed
(d)Exhibits
| 99.2 | Press release Dated June 1, 2017 |
The information in this Current Report on Form 8-K furnished to
Item 7.01, including the exhibit thereto (the Item 7.01
Information) is not deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(Exchange Act), or otherwise subject to the liabilities of that
section, and such information is not incorporated by reference
into any registration statements or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, regardless of the
general incorporation language contained in such filing, except
as shall be expressly set forth by specific reference to this
filing.
By providing the Item 7.01 Information, the Company makes no
admission as to the materiality of the Item 7.01 Information. The
Item 7.01 Information is intended to be considered in the context
of the Companys filings with the Securities and Exchange
Commission (the SEC) and other public announcements that the
Company makes, by press release or otherwise, from time to time.
The Company undertakes no duty or obligation to publicly update
or revise the Item 7.01 Information, although it may do so from
time to time as its management believes is appropriate. Any such
updating may be made through the filing of other reports or
documents with the SEC, through press releases or through other
public disclosure
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain forward-looking
statements that are made to the safe harbor provisions of Section
21E of the Exchange Act. The forward-looking statements in this
Current Report on Form 8-K are not historical facts, do not
constitute guarantees of future performance and are based on
numerous assumptions which, while believed to be reasonable, may
not prove to be accurate. Any forward-looking statements in this
Current Report on Form 8-K do not constitute guarantees of future
performance and involve a number of factors that could cause
actual results to differ materially, including risks more fully
described in the Companys most recently filed Quarterly Report on
Form 10-Q and Annual Report on Form 10-K. The Company assumes no
obligation to update any forward-looking information contained in
this Current Report.
SIMULATIONS PLUS INC ExhibitEX-99.1 2 simulations_8k-ex9901.htm PRESS RELEASE Exhibit 99.1 For Further Information: Simulations Plus,…To view the full exhibit click here About Simulations Plus, Inc. (NASDAQ:SLP)
Simulations Plus, Inc. (Simulations Plus) develops and produces software for use in pharmaceutical research and for education, and provides consulting and contract research services to the pharmaceutical industry. The Company offers five software products for pharmaceutical research. ADMET (Absorption, Distribution, Metabolism, Excretion and Toxicity) Predictor is a computer program that takes molecular structures as inputs and predicts over 140 different properties for them at the rate of about 200,000 compounds per hour. MedChem Designer includes a small set of ADMET Predictor property predictions, allowing the chemist to modify molecular structures. MedChem Studio is a tool for medicinal and computational chemists for both data mining and for designing new drug-like molecules. DDDPlus simulates in-vitro laboratory experiments used to measure the rate of dissolution of the drug. GastroPlus simulates the absorption, pharmacokinetics, and pharmacodynamics of drugs.