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

January 3, 2024

(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 2.02    Results of Operations and Financial Condition

On January 3, 2024, Simulations Plus, Inc., a California corporation (the “Company”), issued a press release announcing financial results for its first quarter of fiscal year 2024 ended November 30, 2023. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers.

One January 3, 2024, Will Frederick, the Company’s Chief Financial Officer, was appointed to the additional role of Chief Operating Officer. Mr. Frederick will continue to serve as Chief Financial Officer of the Company, which position he has held since December 2020. There will be no change in Mr. Frederick’s current compensation as a result of his assumption of the additional role of Chief Operating Officer.

There is no arrangement or understanding between Mr. Frederick and any other person pursuant to which Mr. Frederick was appointed as Chief Operating Officer and Mr. Frederick has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. No family relationship exists between Mr. Frederick and any other director or executive officer of the Company. The information required to be disclosed pursuant to Item 401(e) of Regulation S-K is incorporated herein by reference to the Definitive Proxy Statement filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 22, 2023.

Item 7.01    Regulation FD Disclosure

On January 3, 2024, the Company issued a press release announcing the appointment of various individuals to leadership roles within the Company, including the appointment of Mr. Frederick as Chief Operating Officer. The press release is furnished as Exhibit 99.2 to this Report.

On January 3, 2024, the Company held an investor conference call reporting its financial results for its first quarter of fiscal year 2024 ended November 30, 2023. The PowerPoint presentation, which was used for this investor conference call, is attached as Exhibit 99.3 to this Report.

In accordance with General Instructions B.2 of Form 8-K, the information in this Report, including Exhibits 99.1, 99.2, and 99.3 (collectively, the “Exhibits”), is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Report.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Report, including the disclosures set forth herein and in the Exhibits attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Report or reports hereafter furnished, including in other publicly available documents filed with the Commission, to the Company’s stockholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

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Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

99.1	Press release issued on January 3, 2024.
99.2	Press release issued on January 3, 2024.
99.3	PowerPoint presentation used at the Investor Conference Call on January 3, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 3, 2024	By: /s/ Will Frederick
	Will Frederick
	Chief Financial and Operating Officer

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