SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
July 23, 2014
(Date of earliest event reported)
Simulations Plus, Inc.
(Exact name of registrant as specified in its
|(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
42505 10th Street West, Lancaster, California
(Address of principal executive offices, zip
(Registrant’s telephone number, including
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
(see General Instruction A.2. below):
[ ] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry
Into a Material Definitive Agreement.
On July 23, 2014, Simulations Plus, Inc., a
California corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Agreement”)
with Cognigen Corporation, a New York corporation (“Cognigen”). Under the terms of the Agreement, at the closing of
the transactions contemplated by the Agreement, the Company will pay the shareholders of Cognigen total consideration of $7,000,000,
consisting of $2,800,000 of cash and $5,200,000 worth of newly-issued, unregistered shares of the Company’s common stock,
a portion of which is to be held back by the Company. The Agreement provides for a two-year market stand-off period in which the
newly-issued shares may not be sold.
Pursuant to the terms and subject to the conditions
of the Agreement, at the closing Cognigen will merge with and into a newly-formed, wholly-owned subsidiary of the Company (“Acquisition
Sub”), with Acquisition Sub surviving the merger.
In the Agreement, Cognigen 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 Cognigen nor any of its 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.
Under the Agreement, the shareholders of Cognigen,
all of whom are parties to the Agreement, have agreed to indemnify the Company for damages which it may incur as a result of, among
other things, inaccuracies in or breaches of representations, warranties and covenants. The Agreement provides that $1,800,000
of the total consideration, comprised of cash in the amount of $720,000 and $1,080,000 worth of shares of the Company’s common
stock, is to be held back for two years in order to satisfy any indemnifiable claims that may arise pursuant to the terms of the
Consummation of the proposed merger is subject
to various closing conditions, including the parties obtaining necessary consents and approval by the Board of Directors of both
the Company and Cognigen. The closing date of the proposed merger is anticipated to be September 2, 2014.
Other than with respect to the Agreement, there
is no material relationship between the Company and Cognigen.
A copy of the definitive Agreement will be
filed as an exhibit to the Company’s periodic reports to be filed pursuant to the Securities Exchange Act of 1934, as amended.
Item 7.01 Regulation FD Disclosure
On July 23, 2014, the Company, issued a press
release announcing that it has entered into the Agreement with Cognigen.
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
|99.1||Press release issued on July 23, 2014.|
The information in this
Current Report on Form 8-K furnished pursuant 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 Company’s 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 pursuant 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.
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
hereunto duly authorized.
||SIMULATIONS PLUS, INC.|
|Date: July 24, 2014
||/s/ John R. Kneisel|
||John R. Kneisel|
Chief Financial Officer