Simulations Plus, Inc. (NASDAQ:SLP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into Material Definitive
Agreement.

Stock Purchase Agreement

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.

to the terms of the Agreement, and subject to the satisfaction or
waiver of the conditions set forth in the Agreement, the Company
shall acquire all of DILIsyms outstanding capital stock and, in
exchange, shall pay to the DILIsym Shareholders: (1) Five Million
Dollars ($5,000,000) payable at the Closing (as defined in the
Agreement), subject to certain adjustments and holdbacks as
provided in the Agreement; and (2) certain Earn-Out (as defined
in the Agreement) payments, to be measured by the earnings of
DILIsym before income taxes, payable following the Closing, as
more particularly described in the Agreement (the Acquisition).

to the terms and subject to the conditions of the Agreement, at
the Closing, DILIsym will become a wholly owned subsidiary of the
Company.

In the Agreement, DILIsym has made certain representations and
warranties to the Company and the parties agreed to certain
covenants. Among the covenants set forth in the Agreement,
neither DILIsym, the DILIsym Shareholders nor any of their
representatives may participate in any discussions or
negotiations with, or provide any information to, any person or
entity with respect to any potential acquisition transaction or
enter into any agreement with respect to such a transaction.
Further, each of the DILIsym Shareholders has agreed to enter
into a noncompetition agreement with the Company, each of the
officers and directors of DILIsym have agreed to resign
immediately prior to the Closing and the DILIsym Shareholders
have agreed to take, or cause DILIsym to take, all actions
necessary to cancel, rescind and/or exercise all stock options of
DILIsym outstanding, whether or not exercisable, whether or not
vested as of the Closing, which are outstanding immediately prior
to the Closing.

The Agreement includes customary representations, warranties and
covenants by the Parties. Each Party has agreed, among other
things, (i) to generally conduct its business in the ordinary
course consistent with past practice during the interim period
between the execution of the Agreement and the Closing (other
than agreed actions to be taken in anticipation of the Closing);
(ii) not to engage in certain types of transactions during this
period; and (iii) to secure all necessary approvals to ratify the
Agreement and the Acquisition.

Consummation of the Acquisition is subject to various closing
conditions, including, (i) the absence of any law, injunction,
judgment or ruling enjoining or prohibiting the Acquisition;
(iii) the accuracy of the representations and warranties made by
the Parties immediately prior to Closing; (iv) the performance by
the parties in all material respects of their covenants,
obligations and agreements under the Agreement; (v) the absence
of any material adverse changes to the businesses and operations
of the Company or DILIsym; and (vi) the completion and delivery
of audited financial statements of DILIsym to the Company along
with the delivery of a certificate certifying that, among other
things, the audited financial statements of DILIsym (A) present
fairly in all material respects the financial position, assets
and liabilities of DILIsym; (B) are in accordance with the books
and records of DILIsym and do not reflect any transactions which
are not bona fide transactions; (C) make full and adequate
disclosure of, and provision for, all material obligations and
liabilities of DILIsym; and (D) do not include any assets or
liabilities of any other Person (as defined in the Agreement).

The Agreement contains customary termination rights for the
Parties, including: (i) by mutual consent of the Company and the
DILIsym Shareholders Representative; (ii) by the Company or the
DILIsym Shareholders Representative, upon a material breach of
any representation, warranty, covenant, or agreement on the part
of any other Party, as set forth in the Agreement; (iii) by
either the Company or the DILIsym Shareholders Representative, if
there is any decree, judgment, injunction, or other order of any
governmental entity that is final and non-appealable and that
restricts, prevents, or prohibits the consummation of the
Acquisition; or (iv) by either the Company or the DILIsym
Shareholders Representative if the Closing shall not have
occurred on or before June 30, 2017.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

The Nominating Committee of the Companys Board of Directors (the
Board) nominated Dr. Daniel Weiner to fill the vacancy on the
Board that had been vacated upon the retirement of Dr. David
DArgenio on November 28, 2016. The Board unanimously voted to
appoint Dr. Weiner to join the Board effective May 1, 2017. He
will hold this position until the next annual meeting of the
Companys shareholders or until his successor is elected and
qualified, subject to his earlier resignation or removal. Dr.
Weiner was chosen for his extensive expertise and his experience
in quantitative systems pharmacology software development and
model-based drug development, along with his many years of
executive management experience. It is expected that Dr. Weiner
will be named as a member of the Audit Committee as well as the
Nominations and Compensation committees of the Board. There is no
arrangement or understanding between Dr. Weiner and any other
person to which Dr. Weiner was selected as a director of the
Company.

Dr. Weiner also serves on the Board of Directors of DILIsym. Dr.
Weiner owns 5,000 shares of DILIsyms common stock (less than one
percent of DILIsyms outstanding shares). At the closing of the
Acquisition, Dr. Weiner will receive approximately $64,000 in
consideration of the sale of his shares of DILIsym to the
Company. Dr. Weiner does not have any other direct or indirect
material interest in any existing or proposed transaction to
which the Company is or may become a participant required to be
disclosed by Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended. Other than the Companys formal
plan for compensating its directors for their services, whereby
each independent director receives $2,000 per meeting of the
Board attended, 5,000 non-qualified stock options per fiscal
year, and an annual stipend of $9,000, there are no plans,
contracts or arrangements or amendments to any plans, contracts
or arrangements entered into with Dr. Weiner in connection with
his election to the Board, nor are there any grants or awards
made to Dr. Weiner in connection therewith.

Item 7.01 Regulation FD Disclosure

On May 1, 2017, the Company issued a press release announcing
that it has entered into the Agreement with DILIsym. A copy of
the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

On May 1, 2017, the Company issued a press release announcing
that Dr. Weiner had been appointed to the Board effective May 1,
2017. A copy of the press release is attached hereto as Exhibit
99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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.

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.

Simulations Plus, Inc. (NASDAQ:SLP) Recent Trading Information

Simulations Plus, Inc. (NASDAQ:SLP) closed its last trading session 00.00 at 11.70 with 15,711 shares trading hands.