Simulations Plus, Inc. (NASDAQ:SLP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Walter S. Woltosz
Effective June 26, 2018, Walter S. Woltosz has retired as the Chief Executive Officer (CEO) of Simulations Plus, Inc. (the “Company”). Mr. Woltosz will continue in an advisory role until August 31, 2018 to assist with the transition period for the new CEO. Thereafter, Mr. Woltosz will remain a member and the Chairman of the Board of Directors of the Company.
A press release announcing Mr. Woltosz’s retirement was issued on June 26, 2018 and is attached hereto as Exhibit 99.1.
Appointment of Shawn O’Connor
Effective June 26, 2018, Shawn O’Connor, 58, has been appointed Chief Executive Officer of the Company. Mr. O’Connor will assume the duties of providing strategic leadership for the Company by working with the Board of Directors and the Executive Management Team to establish long-range goals, strategies, plans, and policies. He is an experienced executive with over 35 years of management experience including over 15 years as CEO or CFO in companies providing computer-based simulation and modeling technologies for the pharmaceutical and biotechnology industries. He has worked with a number of companies ranging from startups to public companies and has a proven track record for strategy definition, building and growing strong organizations, optimizing revenue, profitability, and cash flow while creating value for investors. Mr. O’Connor recently served as president, chief executive officer and a director of Entelos, a provider of unique quantitative systems pharmacology software and services to the pharmaceutical drug development market. Prior to Entelos, Mr. O’Connor served as chairman, president, and chief executive officer of Pharsight Corporation, a developer and marketer of software products and services that help pharmaceutical and biotechnology companies improve their decision-making in drug development and commercialization. Mr. O’Connor earned a Bachelor of Science in business administration from the University of California at Berkeley and completed the Executive Education Program at Stanford University Graduate School of Business.
Effective June 26, 2018, the Company entered into an Employment Agreement with Mr. O’Connor that expires August 31, 2021. to the Employment Agreement, Mr. O’Connor will receive an annual base salary of $325,000 and will be eligible to receive annual equity grants of up to 25,000 options to purchase the Company’s common stock under the 2017 Simulations Plus, Inc. Equity Incentive Plan, as determined by the Company’s Board of Directors. Notwithstanding the foregoing, during his first year of employment, Mr. O’Connor shall be entitled to an equity grant of 40,000 options to purchase the Company’s common stock. Mr. O’Connor is also eligible to receive an annual performance bonus in an amount not to exceed $150,000 to be determined by the Compensation Committee of the Company’s Board of Directors during the first year of the plan, and based on a combined discretionary and formula-based calculation for the subsequent years. Mr. O’Connor does not have a familial relationship to any director or executive officer of the Company.
A press release announcing Mr. O’Connor’s appointment was issued on June 26, 2018 and is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d)Exhibits
| 99.1 | Press Release issued by the Company on June 26, 2018. |
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 Company’s 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.
