Simulations Plus, Inc.

Simulations Plus, Inc. announced the completion of its acquisition by affiliates of Altaris, LLC. Each outstanding share of common stock was converted into the right to receive $18.50 in cash, valuing the total transaction at approximately $376.8 million. As a result, Simulations Plus has become a privately held company and its common stock will no longer trade on the Nasdaq. The company will be combined with CCG, another Altaris portfolio company, to create a comprehensive platform for drug development.

Simulations Plus announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired for its pending acquisition by Altaris. This satisfies a key regulatory condition for the merger, which was initially announced on June 16, 2026. The transaction is still contingent on approval from Simulations Plus shareholders and certain regulatory approvals in France, with an expected closing in the second half of calendar 2026.

Simulations Plus reported a significant turnaround in its third quarter, achieving a net income of $3.58 million, or $0.18 per diluted share, compared to a net loss of $67.32 million in the prior year. This improvement was largely due to the absence of the $77.22 million impairment charge recorded in the previous year. Total revenues increased by 7.4% to $21.89 million, driven by strong services revenue growth. For the nine months, net income was $8.79 million, a substantial improvement from a $64.04 million loss year-over-year.

Simulations Plus, Inc. announced it has entered into a definitive merger agreement to be acquired by affiliates of Altaris, LLC, with the transaction expected to close in Q4 calendar 2026. Concurrently, the company reported its third quarter fiscal 2026 financial results, with total revenue increasing 7% to $21.9 million, driven by a 20% rise in services revenue. Net income for the quarter was $3.6 million, or $0.18 diluted EPS, a significant improvement from a net loss in the prior year due to an impairment charge.

Simulations Plus, Inc. has entered into a definitive agreement to be acquired by Altaris, LLC for $18.50 per share in cash. The transaction, valued at approximately $18.50 per share, has received unanimous approval from the company's Board of Directors. The merger is subject to customary closing conditions, including shareholder approval and regulatory clearance. Following the merger, Simulations Plus will cease to be a publicly traded company, with its securities delisted from the Nasdaq.

Simulations Plus, Inc. announced it has entered into a definitive agreement to be acquired by affiliates of Altaris, LLC in an all-cash transaction valued at approximately $375 million. Stockholders will receive $18.50 per share in cash, a 26% premium to the 60-day volume-weighted average price. Altaris anticipates combining Simulations Plus with its existing portfolio company, Chemical Computing Group (CCG), upon closing. The transaction, unanimously approved by the Simulations Plus Board of Directors, is expected to close in the fourth quarter of 2026, pending customary approvals. Simulations Plus will not hold an earnings call for its upcoming third quarter results due to the pending transaction.

Simulations Plus, Inc.'s Chief Executive Officer, Shawn O'Connor, and Chief Financial Officer, Will Frederick, have certified the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2026. This certification, made under Section 906 of the Sarbanes-Oxley Act, confirms that the report fully complies with the Securities Exchange Act of 1934 and fairly presents the company's financial condition and results of operations in all material respects.

Simulations Plus delivered solid second-quarter fiscal 2026 results, with total revenue increasing 8% year-over-year to $24.3 million, driven by 9% growth in software and 8% in services. Net income rose significantly by 45% to $4.5 million, leading to a diluted EPS of $0.22, up from $0.15 in the prior year. Management highlighted strong performance in discovery and development solutions, successful new logo additions, and an 18% increase in backlog, attributing momentum to favorable market conditions and increased client activity. However, the company adjusted its full-year fiscal 2026 adjusted diluted EPS guidance downward from $1.03-$1.10 to $0.75-$0.85, citing an increase in the expected effective tax rate from 12-14% to 23-25%.