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 1, 2023

(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 1, 2023, Simulations Plus, Inc. (the “Company”) entered into amended and restated employment agreements (each, an “Agreement,” and collectively, the “Agreements”) with Shawn O’Connor, the Company’s Chief Executive Officer; Will Frederick, the Company’s Chief Financial Officer; and Brett Howell, John DiBella and Jill Fiedler-Kelly, each of whom serves as a President of a business unit of the Company. The material terms of each of the Agreements are set forth below.

Mr. O’Connor’s Amended and Restated Employment Agreement

Mr. O’Connor’s Agreement is effective as of September 1, 2023 and has an initial term commencing September 1, 2023 and ending December 31, 2024, after which it will automatically renew for successive on year terms (each such renewal term ending on December 31 of the applicable year), unless earlier terminated pursuant to its terms.

Pursuant to his Agreement, Mr. O’Connor will receive an annual base salary of $514,800 and is eligible to receive an annual performance bonus based upon actual performance in relation to specific performance metrics annually mutually determined by Mr. O’Connor and the Compensation Committee (the “Committee”) of the Company’s board of directors (“Board”). The annual performance bonus shall consist of the following: (i) a target cash bonus based on individual and corporate metrics, which target is 75% of Mr. O’Connor’s base salary, (ii) a stock option grant, with a target of 50,000 stock options, to be issued under the Company’s 2021 Equity Incentive Plan (as amended, the “2021 Plan”), and (iii) an additional discretionary cash bonus of up to $75,000 and an additional grant of 7,500 stock options, as determined by the Board, in its sole discretion, based upon recommendation of the Committee; provided, however, that the actual amount of cash and/or stock options granted to O’Connor as a performance bonus for any given year, if any, may be less than or exceed the target amounts and shall be determined by the Board, in its sole discretion, based upon recommendation by the Committee. Mr. O’Connor’s base salary, performance bonus and the performance bonus targets are subject to annual review by the Board and may be changed from time to time at the Board’s sole discretion, upon recommendation by the Committee.

In the event that O’Connor is terminated for Cause (as defined in his Agreement) or as a result of his death or complete disability, Mr. O’Connor shall be paid his salary and benefits through the effective date of termination. In the event that Mr. O’Connor is terminated without Cause (as defined in his Agreement), Mr. O’Connor shall be paid his salary and benefits through the effective date of termination, and, so long as he signs a release of claims, he shall also be entitled to receive a one-time payment of an amount equal to twelve months of his base salary and COBRA continuation benefits for the twelve months after termination paid for by the Company.

Mr. O’Connor’s Agreement amends, restates and replaces that employment agreement entered into by and between the Company and Mr. O’Connor, dated September 3, 2020, as amended by that first amendment dated November 19, 2021, which agreement automatically expired pursuant to its terms on August 31, 2023.

Mr. Frederick’s Amended and Restated Employment Agreement

Mr. Frederick’s Agreement is effective as of November 1, 2023 and has an initial term commencing November 1, 2023 and ending December 31, 2024, after which it will automatically renew for successive on year terms (each such renewal term ending on December 31 of the applicable year), unless earlier terminated pursuant to its terms.

Pursuant to his Agreement, Mr. Frederick will receive an annual base salary of $337,500 and is eligible to receive an annual performance bonus based upon actual performance in relation to specific performance metrics annually mutually determined with the Company’s Chief Executive Officer. The annual performance bonus shall consist of the following: (i) a target cash bonus based on individual and corporate metrics, which target is 35% of Mr. Frederick’s base salary, and (ii) a stock option grant, with a target of 20,000 stock options, to be issued under the 2021 Plan; provided, however, that the actual amount of cash and/or stock options granted to Mr. Frederick as a performance bonus for any given year, if any, may be less than or exceed the target amounts and shall be determined by the Board, in its sole discretion, based upon recommendation by the Committee. Mr. Frederick’s base salary, performance bonus and the performance bonus targets are subject to annual review by the Board and may be changed from time to time at the Board’s sole discretion, upon recommendation by the Committee.

In the event that Mr. Frederick is terminated for Cause (as defined in his Agreement) or as a result of his death or complete disability, Mr. Frederick shall be paid his salary and benefits through the effective date of termination. In the event that Mr.

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Frederick is terminated without Cause (as defined in his Agreement), Mr. Frederick shall be paid his salary and benefits through the effective date of termination, and, so long as he signs a release of claims, he shall also be entitled to receive a one-time payment of an amount equal to twelve months of his base salary and COBRA continuation benefits for the twelve months after termination paid for by the Company.

Mr. Frederick’s Agreement amends, restates and replaces that employment agreement entered into by and between the Company and Mr. Frederick, dated December 1, 2023.

Mr. Howell’s Amended and Restated Employment Agreement

Mr. Howell’s Agreement is effective as of November 1, 2023 and has an initial term commencing November 1, 2023 and ending December 31, 2024, after which it will automatically renew for successive on year terms (each such renewal term ending on December 31 of the applicable year), unless earlier terminated pursuant to its terms.

Pursuant to his Agreement, Mr. Howell will receive an annual base salary of $274,600 and is eligible to receive an annual performance bonus based upon actual performance in relation to specific performance metrics annually mutually determined with the Company’s Chief Executive Officer and approved by the Committee. The annual performance bonus shall consist of the following: (i) a target cash bonus based on individual and corporate metrics, which target is 25% of Mr. Howell’s base salary, and (ii) a stock option grant, with a target of 15,000 stock options, to be issued under the 2021 Plan; provided, however, that the actual amount of cash and/or stock options granted to Mr. Howell as a performance bonus for any given year, if any, may be less than or exceed the target amounts and shall be determined by the Board, in its sole discretion, based upon recommendation by the Committee. Mr. Howell’s base salary, performance bonus and the performance bonus targets are subject to annual review by the Board and may be changed from time to time at the Board’s sole discretion, upon recommendation by the Committee.

In the event that Mr. Howell is terminated for Cause (as defined in his Agreement), by mutual agreement or as a result of his death or complete disability, Mr. Howell shall be paid his salary and benefits through the effective date of termination. In the event that Mr. Howell is terminated without Cause (as defined in his Agreement), Mr. Howell shall be paid his salary and benefits through the effective date of termination, and, so long as he signs a release of claims, he shall also be entitled to receive a one-time payment of an amount equal to the greater of (i) 12 months of base salary or (ii) the amount of base salary for the remainder of the term of the agreement from the date of notice of termination.

Mr. Howell’s Agreement amends, restates and replaces that employment agreement entered into by and between the Company and Mr. Howell, dated January 1, 2022.

Mr. DiBella’s Amended and Restated Employment Agreement

Mr. DiBella’s Agreement is effective as of November 1, 2023 and has an initial term commencing November 1, 2023 and ending December 31, 2024, after which it will automatically renew for successive on year terms (each such renewal term ending on December 31 of the applicable year), unless earlier terminated pursuant to its terms.

Pursuant to his Agreement, Mr. DiBella will receive an annual base salary of $337,500 and is eligible to receive an annual performance bonus based upon actual performance in relation to specific performance metrics annually mutually determined with the Company’s Chief Executive Officer and approved by the Committee. The annual performance bonus shall consist of the following: (i) a target cash bonus based on individual and corporate metrics, which target is 25% of Mr. DiBella’s base salary, and (ii) a stock option grant, with a target of 15,000 stock options, to be issued under the 2021 Plan; provided, however, that the actual amount of cash and/or stock options granted to Mr. DiBella as a performance bonus for any given year, if any, may be less than or exceed the target amounts and shall be determined by the Board, in its sole discretion, based upon recommendation by the Committee. Mr. DiBella’s base salary, performance bonus and the performance bonus targets are subject to annual review by the Board and may be changed from time to time at the Board’s sole discretion, upon recommendation by the Committee.

In the event that Mr. DiBella is terminated for Cause (as defined in his Agreement), by mutual agreement or as a result of his death or complete disability, Mr. DiBella shall be paid his salary and benefits through the effective date of termination. In the event that Mr. DiBella is terminated without Cause (as defined in his Agreement), Mr. DiBella shall be paid his salary and benefits through the effective date of termination, and, so long as he signs a release of claims, he shall also be entitled to receive a one-time payment of an amount equal to the greater of (i) 12 months of base salary or (ii) the amount of base salary for the remainder of the term of the agreement from the date of notice of termination.

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Mr. DiBella’s Agreement amends, restates and replaces that employment agreement entered into by and between the Company and Mr. DiBella, dated January 1, 2022.

Ms. Fiedler-Kelly’s Amended and Restated Employment Agreement

Ms. Fiedler-Kelly’s Agreement is effective as of November 1, 2023 and has an initial term commencing November 1, 2023 and ending December 31, 2024, after which it will automatically renew for successive on year terms (each such renewal term ending on December 31 of the applicable year), unless earlier terminated pursuant to its terms.

Pursuant to her Agreement, Ms. Fiedler-Kelly will receive an annual base salary of $314,600 and is eligible to receive an annual performance bonus based upon actual performance in relation to specific performance metrics annually mutually determined with the Company’s Chief Executive Officer and approved by the Committee. The annual performance bonus shall consist of the following: (i) a target cash bonus based on individual and corporate metrics, which target is 25% of Ms. Fiedler-Kelly’s base salary, and (ii) a stock option grant, with a target of 15,000 stock options, to be issued under the 2021 Plan; provided, however, that the actual amount of cash and/or stock options granted to Ms. Fiedler-Kelly as a performance bonus for any given year, if any, may be less than or exceed the target amounts and shall be determined by the Board, in its sole discretion, based upon recommendation by the Committee. Ms. Fiedler-Kelly’s base salary, performance bonus and the performance bonus targets are subject to annual review by the Board and may be changed from time to time at the Board’s sole discretion, upon recommendation by the Committee.

In the event that Ms. Fiedler-Kelly is terminated for Cause (as defined in her Agreement), by mutual agreement or as a result of her death or complete disability, Ms. Fiedler-Kelly shall be paid her salary and benefits through the effective date of termination. In the event that Ms. Fiedler-Kelly is terminated without Cause (as defined in her Agreement), Ms. Fiedler-Kelly shall be paid her salary and benefits through the effective date of termination, and, so long as she signs a release of claims, she shall also be entitled to receive a one-time payment of an amount equal to the greater of (i) 12 months of base salary or (ii) the amount of base salary for the remainder of the term of the agreement from the date of notice of termination.

Ms. Fiedler-Kelly’s Agreement amends, restates and replaces that employment agreement entered into by and between the Company and Ms. Fiedler-Kelly dated January 1, 2022.

The foregoing descriptions of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are 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.

The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” related to the Agreements is incorporated by reference into this Item 5.02.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

10.1	Amended and Restated Employment Agreement between Simulations Plus, Inc. and Shawn O’Connor, dated November 1, 2023.
10.2	Amended and Restated Employment Agreement between Simulations Plus, Inc. and Will Frederick, dated November 1, 2023.
10.3	Amended and Restated Employment Agreement between Simulations Plus, Inc. and Brett Howell, dated June 16, 2023.
10.4	Amended and Restated Employment Agreement between Simulations Plus, Inc. and John DiBella, dated June 16, 2023.
10.5	Amended and Restated Employment Agreement between Simulations Plus, Inc. and Jill Fiedler-Kelly, dated June 16, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
Dated: November 1, 2023	By: /s/ Will Frederick
	Will Frederick
	Chief Financial Officer

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