8-K
Simulations Plus, Inc. (SLP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 15, 2021
(Date of the earliest event reported)
Simulations Plus, Inc.
(Exact name of registrant as specified in its charter)
| California | 001-32046 | 95-4595609 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
42505 10th Street West, Lancaster,
California 93534-7059
(Address of principal executive offices) (Zip Code)
661-723-7723
Registrant's
telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14z-12 under Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | SLP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On November 19, 2021, Simulations Plus, Inc., a California corporation (the “Company”) and Shawn O’Connor, the Company’s Chief Executive Officer, entered into a First Amendment to Employment Agreement (the “Amendment”). The Amendment revises Section 4.3(a) of Mr. O’Connor’s Employment Agreement, dated September 3, 2021 (the “Employment Agreement”), to provide that Mr. O’Connor shall be eligible, on an annual basis, to receive a target cash performance bonus based on individual and corporate metrics, which target shall be 50% of Mr. O’Connor’s base salary; provided, however, that the actual amount of such bonus, if any, may be less than or exceed the target amount and shall be determined by the Board of Directors (the “Board”), in its sole discretion, based upon recommendation by the Compensation Committee of the Board. The Amendment does not alter any other terms of the Employment Agreement.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, a copy of the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”), which is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Amendment to Mr. O’Connor’s EmploymentAgreement
The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” related to the Amendment is incorporated by reference into this Item 5.02.
Resignation of Director
On November 15, 2021, David Ralph submitted his resignation as a director of the Company, effective November 30, 2021. Mr. Ralph’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Director
On November 15, 2021, the Company’s Board appointed Sharlene Evans as a director of the Company, effective December 1, 2021, to fill the vacant Board seat resulting from Mr. Ralph’s resignation. She will hold this position until the Company’s next annual meeting of shareholders or until her successor is elected and qualified, subject to her earlier death, resignation or removal. In addition, Ms. Evans will serve as a member of the Audit Committee and Compensation Committee of the Board.
There is no arrangement or understanding between Ms. Evans and any other person pursuant to which Ms. Evans was selected as a director of the Company. Other than the Company’s formal plan for compensating its directors for their services, there are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Ms. Evans in connection with her election to the Board, nor are there any grants or awards made to Ms. Evans in connection therewith. Ms. Evans is not a participant in, nor is she to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 7.01 | Regulation FD Disclosure |
|---|
On November 19, 2021, the Company issued a press release announcing the appointment of Ms. Evans to the Board, effective December 1, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report, which is incorporated herein by reference.
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Current Report shall not be deemed an admission as to the materiality of any information in this report on Current Report that is required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description | |
|---|---|---|
| 10.1 | First Amendment to Employment Agreement, by and between Simulations Plus, Inc. and Shawn O’Connor, dated November 19, 2021. | |
| 99.1 | Press Release, dated November 19, 2021. | |
| 104 | The<br>cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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. | |
|---|---|
| November 19, 2021 | By: /s/ Will Frederick |
| Will Frederick | |
| Chief Financial Officer |
Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made as of November 19, 2021 (the “Effective Date”), by and between Simulations Plus, Inc. (the “Company”) and Shawn O’Connor (“Employee”), and shall amend that certain Employment Agreement dated September 3, 2020 (the “Agreement”) between the Company and Employee.
WHEREAS, the parties desire to amend the Agreement to make the clarifications and changes to the Agreement as provided, below.
NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements of the parties hereunder, and for other good and valuable consideration the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Performance Bonus. Section 4.3(a) of the Agreement shall be amended, superseded and replaced in its entirety by the following:
“(a) Cash Bonus. For each fiscal year during the term of this Agreement, the Employee shall be eligible to receive a target cash performance bonus based on individual and Corporate metrics, which target shall be 50% of the Employee’s base salary; provided, however, that the actual amount of such bonus may be less than or exceed the target amount and shall be determined by the Board of Directors, in its sole discretion, based upon recommendation by the Compensation Committee of the Board of Directors.”
2. Miscellaneous.
(a) No Further Amendment; Effect of Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement. This Amendment shall form a part of the Agreement for all purposes, and the parties thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.
(b) Counterparts. This Amendment may be executed simultaneously in two or more counterparts, including counterparts bearing a facsimile signature copy, each of which shall be deemed an original but all of which together shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other. The parties intend that a facsimile signature copy on this Amendment shall have the same force and effect as an original signature.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
COMPANY:
SIMULATIONS PLUS, INC.
By: /s/ Walter S. Woltosz
Walter S. Woltosz, Chairman
EMPLOYEE:
Shawn O’Connor
__/s/ Shawn O’Connor
Exhibit 99.1
For Further Information:
Simulations Plus, Inc.
42505 10^th^ Street West
Lancaster, CA 93534-7059
| CONTACT: | Hayden IR |
|---|---|
| Simulations Plus Investor Relations | Mr. Brian Siegel |
| Ms. Renee Bouche | 346-396-8696 |
| 661-723-7723 | brian@haydenir.com |
| renee@simulations-plus.com |
For Immediate Release:
November 19, 2021
Simulations Plus Names Sharlene Evans to Boardof Directors
Experienced Human Resource, Development andOrganizational Leader Bolsters Board
LANCASTER, CA, November 19, 2021 – Simulations Plus, Inc. (Nasdaq: SLP), a leading provider of modeling and simulation solutions for the pharmaceutical, biotechnology, chemical, and consumer goods industries, today announced that it has named Sharlene Evans, a proven executive with over 25 years of experience in operations, human resources, and personnel development, to the Company’s Board of Directors. Ms. Evans will replace David L. Ralph, Ph.D. on the Simulations Plus Board of Directors. Dr. Ralph is retiring from the Board after nine years of service. Ms. Evans will serve on the Audit and Compensation committees and will stand for shareholder election at the Company’s Annual General Meeting in February 2022.
Ms.
Evans has a proven track record in executing large-scale improvement projects across complex, multi-site organizations for Fortune 500
clients. She is an experienced practice leader driving business development, people management and development, and methodology and collateral
stewardship. Ms. Evans most recently served as the Chief People Officer at Myrtle Consulting Group, a change management and sustainability
consulting firm that is now part of Accenture. At Myrtle, she was responsible for the internal people processes to support Myrtle employees,
and she also led the team responsible for the development and delivery of the people and organization capabilities and service offerings
that are provided to Myrtle clients. Immediately prior to joining Myrtle, she was the Vice President of People and Organization at SSA
& Company. Prior consulting experience also includes Hitachi Consulting, Celerant Consulting, and Ernst & Young Consulting. Sharlene
earned a bachelor’s degree in Industrial Engineering from Auburn University and a Master’s degree in Industrial Engineering
from Purdue University.
Walter S. Woltosz, Founder and Chairman of the Board of Directors, commented, “Sharlene is highly regarded for her interpersonal skills and analytical ability, and she has a track record of solving problems with a collaborative approach. As Simulations Plus continues to grow, both organically and through acquisition, attracting, developing, and maintaining top talent will become an increasing priority. That is Sharlene’s expertise. Today, Simulations Plus operates globally with multiple sites on two continents. We support clients around the world and are constantly seeking exceptional people with scientific and technology backgrounds. I am confident that Sharlene will bring her years of expertise to our organization, helping us continue to maintain the best team in the industry for years to come.”
Ms. Evans added, “Simulations Plus is an innovator in the use of modeling and simulation software to accelerate and streamline drug development, as well as highly specialized consulting services to support research and regulatory submissions. To maintain the long record of consistent growth, the Company will need to continue to identify, recruit, and retain talent with unique technical and scientific skillsets. Simulations Plus is a great company, with strong leadership serving world-class customers and providing tangible value. I look forward to helping enhance an already strong team to support continued organic and acquisitive growth.”
About Simulations Plus, Inc.
Serving clients worldwide for 25 years, Simulations Plus, Inc., is a leading provider of modeling and simulation software and consulting services supporting drug discovery, development research, and regulatory submissions. We offer solutions that bridge machine learning, physiologically based pharmacokinetics, quantitative systems pharmacology/toxicology, and population PK/PD modeling approaches. Our technology is licensed and applied by major pharmaceutical, biotechnology, chemical, consumer goods companies, and regulatory agencies worldwide. For more information, visit our website at www.simulations-plus.com. Follow us on Twitter
| Read our Environmental, Social, and Governance (ESG) Report.
Safe Harbor Statement Under the Private SecuritiesLitigation Reform Act of 1995 – With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. Words like “believe,” “expect” and “anticipate” mean that these are our best estimates as of this writing, but that there can be no assurances that expected or anticipated results or events will actually take place, so our actual future results could differ significantly from those statements. Factors that could cause or contribute to such differences include, but are not limited to: our ability to maintain our competitive advantages, acceptance of new software and improved versions of our existing software by our customers, the general economics of the pharmaceutical industry, our ability to finance growth, our ability to continue to attract and retain highly qualified technical staff, our ability to identify and close acquisitions on terms favorable to the Company, and a sustainable market. Further information on our risk factors is contained in our quarterly and annual reports and filed with the U.S. Securities and Exchange Commission.