Simulations Plus, Inc. filed a Form 8-K on August 13, 2026, disclosing that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired with respect to the company's previously announced merger transaction.

Key Highlights

  • HSR waiting period expired: The required antitrust waiting period under the HSR Act has expired, according to the filing.
  • Merger parties: The merger involves Simulations Plus, Inc., SP Evolution HoldCo II, LLC as Parent, and SP Evolution BidCo II, LLC as Merger Sub, a wholly owned subsidiary of Parent.
  • Merger structure: Merger Sub will merge with and into the Company, with Simulations Plus surviving as a wholly owned subsidiary of Parent, the filing states.
  • Agreement date: The Agreement and Plan of Merger was entered into on June 16, 2026, as the filing notes.
  • Remaining conditions: Closing remains subject to shareholder approval and receipt of certain regulatory approvals in France, among other customary conditions, according to the filing.
  • Definitive Proxy Statement: The company filed a Definitive Proxy Statement on Schedule 14A with the SEC on July 22, 2026, and mailed it to shareholders.

Simulations Plus Merger Clears Key Antitrust Milestone

Simulations Plus, Inc. (NASDAQ:SLP), a California corporation that develops simulation and modeling software used in pharmaceutical research and drug development, disclosed in its August 13, 2026 Form 8-K that the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired with respect to its pending merger. The company entered into the Agreement and Plan of Merger on June 16, 2026, under which SP Evolution BidCo II, LLC, a wholly owned subsidiary of SP Evolution HoldCo II, LLC, would merge with and into Simulations Plus, leaving the company as a wholly owned subsidiary of Parent.

According to the filing, the expiration of the HSR waiting period satisfies one of the conditions required for the merger to close. However, additional closing conditions remain outstanding, including approval of the merger and the Merger Agreement by the company's shareholders, as well as the receipt of certain regulatory approvals in France. The filing describes these as "other customary conditions," and notes that all such conditions must be satisfied or waived before the transaction can be completed.

The company noted that its Definitive Proxy Statement, filed on July 22, 2026, contains further information about the proposed transaction, the Merger Agreement, and the special meeting of shareholders. A press release announcing the HSR expiration was attached as Exhibit 99.1 to the filing. The filing also contains forward-looking statements, which the company identifies as subject to risks and uncertainties, including the possibility that a closing condition may not be satisfied or that required regulatory approvals may not be obtained.

What Was Disclosed

Simulations Plus filed an 8-K on August 13, 2026, reporting the expiration of the HSR antitrust waiting period related to its pending acquisition by SP Evolution HoldCo II, LLC. Shareholder approval and French regulatory clearance remain as outstanding closing conditions, according to the filing.