8-K

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 

February 25, 2014

(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 10^th 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14z-12 under Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Item 5.07       Submission of Matters to a Vote of Security Holders:

On February 25, 2014, Simulations Plus, Inc., a California corporation (the "Company"), held its annual meeting of shareholders (the “Annual Meeting”). The following proposals were submitted to a vote of security holders at the meeting.

1. Proposal No. 1: To elect to the Board of Directors five (5) directors, to serve until the next Annual Meeting of Shareholders of the Company or until their successors are elected and qualified, subject to prior death, resignation or removal.

2. Proposal No. 2: To ratify the appointment of Rose, Snyder and Jacobs as our independent registered public accounting firm for the Company for the fiscal year ending August 31, 2014.

3. Proposal No. 3: Approval of Amendment to 2007 Stock Option Plan, to amend the Company 2007 stock Option Plan to increase the number of shares issuable under the Plan.

4. Proposal No. 4: Advisory Vote to Approve on an advisory, non-binding basis named executive officer compensation

5. Proposal No. 5: To Approve on an advisory, non-binding basis the frequency of the shareholder advisory vote on executive compensation

The above proposals were approved and the results of the balloting at the meeting are summarized in the following tables.

Proposal		Votes For	Votes Against	Votes Abstaining	Votes Withheld	Broker-Non votes	Total (a)
(1)	Walter Woltosz	10,355,173			50,698	4,351,891	14,757,762
(1)	Virginia Woltosz	10,323,059			82,812	4,351,891	14,757,762
(1)	Dr. David Z. D'Argenio	10,036,198			369,673	4,351,891	14,757,762
(1)	Harold W. Rosenberger	10,007,198			398,673	4,351,891	14,757,762
(1)	Dr. David Ralph	10,006,998			398,873	4,351,891	14,757,762
(2)	Appointment of  Rose, Snyder and Jacobs	14,677,159	63,145	17,458			14,757,762
(3)	Amendment to 2007 Stock Option Plan	8,108,479	1,715,231	582,161		4,351,891	14,757,762
(4)	Advisory Vote to       Approve Named Executive Officer Compensation	10,277,271	82,580	46,020		4,351,891	14,757,762

	Proposal	1 year	2 years	3 years	Broker-Non votes	Total (a)
(5)	Frequency of Shareholder Advisory Vote on Executive Compensation	2,063,549	86,005	7,912,454	4,687,754	14,749,762

(a) Total Proxy Shares on record date on December 31, 2013 16,073,894 out of which 14,757,762 shares were reported.

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Item 8.01      Other Events

On February 25, 2014, the Company held its annual meeting of shareholders. A copy of PowerPoint presentation for the meeting are attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This report on Form 8-K (the "Report"), including the disclosures set forth herein, 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 hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the "Commission"), reports to the stockholders of Simulations Plus, Inc., a California corporation (the "Company" or "us," "our" or "we") 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.

Item 9.01       Financial Statements and Exhibits

(d)       Exhibits

99.1       Power Point Presentation on February 25, 2014.

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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: February 27, 2014	By: /s/ John R. Kneisel
	John R. Kneisel
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Simulations Plus, Inc. (NASDAQ:SLP) Annual Shareholders’ Meeting February 25, 2014

• Welcome and Introductions • Discussion of Voting Issues • Chairman’s Remarks • Questions & Answers • Adjournment of Official Meeting Agenda

With the exception of historical information, the matters discussed in this presentation are forward - looking statements that involve a number of risks and uncertainties. The actual results of the Company could differ significantly from those statements. Factors that could cause or contribute to such differences include, but are not limited to: continuing demand for the Company’s products, competitive factors, the Company’s ability to finance future growth, the Company’s ability to produce and market new products in a timely fashion, the Company’s ability to continue to attract and retain skilled personnel, and the Company’s ability to sustain or improve current levels of productivity. Further information on the Company’s risk factors is contained in the Company’s quarterly and annual reports and filed with the Securities and Exchange Commission. Safe Harbor Statement

Management & Directors • Board of Directors: – David Z. D’Argenio, Ph.D., Director • Professor, Biomedical Engineering, USC • Director, Co - Director, Biological Simulation Resource Center, USC since 1985 – H. Wayne Rosenberger, Director • Sr. Regional VP of American Security Bank (ret.) – David Ralph, Ph.D., Director • Professor of Marketing and Sales, Pepperdine University – Virginia E. Woltosz, B.S., M.B.A., Director and Secretary • Co - founder, Words+, Inc. and Simulations Plus, Inc. – Walter S. Woltosz, M.S., M.A.S., Chairman & CEO. • Co - founder, Words+, Inc. and Simulations Plus, Inc. • Senior Management Team – John R. Kneisel, CPA, Chief Financial Officer – John DiBella , M.S., Vice President, Marketing, and Sales – Michael B. Bolger, Ph.D., Chief Scientist – Robert Clark, Ph.D., Director, Life Sciences

• Registered Independent Auditors • Rose, Snyder & Jacobs, Encino, CA • Tax Specialists • Rabbani, Inc., Los Angeles, CA • Legal Counsel • Procopio , Cory, Hargreaves & Savitch LLP Outside Counsels

• FY13 compared to FY12: – Sales up 6.6% to Fiscal Year Record $10.07 million from $9.45 million – Gross profit up 6.1% to $8.424 million from $7.938 million – SG&A increased 5.0% to $3.550 million from $3.379 million • As a percent of revenues, SG&A decreased to 35.2% from 35.8% – R&D expense decreased 15.3% to $0.802 million from $0.948 million • 2Q12 included approximately $150,000 in R&D expenditures for malaria NCE project – Net Income from continuing operations increased 12.7% to $4.072 million from $3.612 million – Diluted earnings per share from continuing operations was $0.18 , the same as in FY12 • FY12 also had $0.01/share from discontinued operations from the sale of the former Words+ subsidiary, making total EPS $0.19 – Approximately $4 million in cash dividends were distributed to shareholders: • $0.05/share in November 2012 ~$ 800,000 • $0.14/share in December 2012 ~ $ 2,240,000 • $0.03/share in May 2013 ~ $ 480,000 • $0.03/share in August 2013 ~ $ 480,000 • Strong balance sheet: – Cash of $10.18 million at 8/31/13 after the ~$4 million in dividends • Cash as of February 24 = $9.6 million after a dividend of $0.05/share was paid on February 24, 2014 – Shareholders’ equity on August 31, 2013 = $14.242 million – We continue to have no debt SLP FY13 Highlights Fiscal year ended 8/31/13:

$3.2 $5.7 $6.1 $6.3 $7.6 $8.7 $9.5 $10.1 2006 2007 2008 2009 2010 2011 2012 2013 $ Millions Revenues by Fiscal Year (pro forma prior to 2012)

Income Statement FY13 vs FY12 ($ millions) FY13 FY12 Net sales 10.071 9.449 Gross profit 8.424 7.939 Gross profit margin 83.7% 84.0% SG&A 3.550 3.379 R&D 0.802 0.948 Total operating expenses 4.352 4.327 Income from continuing operations 4.072 3.612 Other income 0.184 0.343 Income from continuing operations before income taxes 4.256 3.995 Net income from continuing operations 2.886 2.812 Earnings per share – continuing operations 0.180 0.178

Income Statement 1QFY14 vs 1QFY13 ($ millions) 1QFY14 1QFY13 Net sales 2.641 2.290 Gross profit 2.193 1.903 Gross profit margin 83.0% 83.1% SG&A 1.071 0.931 R&D 0.162 0.180 Total operating expenses 1.233 1.111 Income from operations 0.959 0.792 Other income 0.033 0.104 Income from operations before income taxes 0.992 0.896 Net income 0.685 0.587 Earnings per share 0.043 0.036

Revenues by Quarter (pro forma prior to 2012) $1.4 $1.8 $2.0 $1.1 $1.7 $2.2 $2.3 $1.3 $2.1 $2.6 $2.6 $1.4 $2.2 $2.8 $2.8 $1.6 $2.3 $3.1 $3.1 $1.6 Q1 Q2 Q3 Q4 2009 2010 2011 2012 2013

Gross Profit by Fiscal Quarter (pro forma prior to 2012) $1.24 $1.53 $1.75 $0.71 $1.45 $1.93 $1.97 $1.07 $1.70 $2.21 $2.21 $1.12 $1.90 $2.39 $2.33 $1.32 $1.90 $2.62 $2.64 $1.26 Q1 Q2 Q3 Q4 2009 2010 2011 2012 2013

EBITDA by Fiscal Quarter $0.55 $0.73 $0.93 $0.20 $0.73 $1.28 $1.23 $0.36 $1.00 $1.48 $1.48 $0.27 $1.23 $1.38 $1.48 $0.58 $1.09 $1.76 $1.73 $0.44 Q1 Q2 Q3 Q4 2009 2010 2011 2012 2013

Net Income by Quarter (pro forma prior to 2012) $0.33 $0.47 $0.53 $0.17 $0.44 $0.85 $0.74 $0.21 $0.56 $0.91 $1.05 $0.17 $0.76 $0.84 $0.87 $0.35 $0.59 $1.06 $0.99 $0.24 Q1 Q2 Q3 Q4 2009 2010 2011 2012 2013

New Customers by Quarter 10 11 9 9 14 17 12 14 15 21 13 10 18 18 16 9 Q1 Q2 Q3 Q4 2010 2011 2012 2013

Selected Balance Sheet Items ($ millions) August 31, 2013 August 31, 2012 Cash and cash equivalents $10.179 $12.701 Cash per share 0.62 0.80 Total current assets 12.972 14.670 Total assets 16.063 17.347 Total current liabilities 0.626 1.415 Total liabilities 1.821 2.204 Current ratio 20.72 10.36 Shareholders’ equity 14.242 15.143 Total liabilities and shareholders’ equity 16.063 17.347 Shareholders’ equity per diluted share 0.873 0.938

Selected Balance Sheet Items ($ millions) November 30, 2013 August 31, 2013 Cash and cash equivalents $10.555 $10.179 Cash per share 0.64 0.62 Total current assets 13.136 12.972 Total assets 16.405 16.063 Total current liabilities 0.791 0.626 Total liabilities 2.054 1.821 Current ratio 16.6 20.72 Shareholders’ equity 14.350 14.242 Total liabilities and shareholders’ equity 16.405 16.063 Shareholders’ equity per share 0.877 0.873

$1.59 $0.80 $0.80 $2.24 $0.00 $0.48 $0.48 $0.64 $1.97 $12.66 $13.24 $12.89 $12.70 $11.38 $9.33 $9.76 $10.00 $10.18 $10.56 Q4FY11 Q1FY12 Q2FY12 Q3FY12 Q4FY12 Q1FY13 Q2FY13 Q3FY13 Q4FY13 Q1FY14 $ Millions Dividend Paid Proceeds from Sale of Subsidiary Cash Returning Cash to Shareholders

N H O OH O CH 3 CH 3 CH 3 Discovery Preclinical Clinical MedChem Studio™ MedChem Designer™ GastroPlus™ DDDPlus™ ADMET Predictor™ Simulations Plus Products & Services Consulting Services & Collaborations MembranePlus ™

Product News • Version 8.5 released Q4FY2013 • Unique precipitation model added • Infant PBPK physiologies added – pediatrics is high - interest area in FDA and industry • Added a built - in method for transporter in vitro - in vivo extrapolation • Added a number of additional built - in enzyme expression levels • Version 6.5 released in June 2013, version 7.0 release expected March 2014 • New pKa model developed in major collaboration with Bayer AG • All new retrained models using new pKa model descriptors • New licensing software incorporated for greater flexibility and efficiency • Enhancements to user interface • Version 4.0 & MedChem Designer 3.0 release expected March 2014 • Improved molecule depictions • New licensing software • New ultra - fast screening methods for large molecular libraries • New 64 - bit versions offered for screening very large libraries • Version 4.0 • Virtual Trials added to show expected variances in experiments • Adding ADMET Predictor optional module as in GastroPlus • Customer base continues to grow • MembranePlus – released expected 1 st half of calendar 2014 • Explores mechanisms of permeability through cell layers • Explore and understand the effects of experimental setup that affect results • Contracted for in vitro assays for detailed model validation • Scientific poster presented at AAPS

Marketing and Sales Program • Conferences /Scientific Meetings continue to be primary source of leads • During Q4 we did 13 scientific meetings and conferences in the U.S . and Europe with 12 scientific posters and presentations • Trainings and Workshops • Conducted 6 on - site training courses at client sites in Q4 and 24 in FY13 • Hosted 4 workshops in North America and Europe in FY13 • Strategic Digital Marketing Initiatives continue • Held 6 webinars on our Cheminformatics software in FY13 – over 900 registrations • LinkedIn, Facebook, Twitter accounts and website redesign help with outreach programs • Collaborations/Consulting/Grants – Ongoing 5 - year collaboration with the FDA Center for Food Safety and Applied Nutrition to build toxicity models with ADMET Predictor/Modeler™ for food additives and contaminants – Consulting studies continue – provides exposure of software to new groups – Finalized collaboration with Bayer Pharma for enhancement of pKa model in ADMET Predictor – Finalized funded collaboration for enhancement of the GastroPlus oral cavity dosing model – Ongoing funded collaboration to incorporate transdermal dosing into GastroPlus • We believe fundamental industry shift continues – Four recent submissions from our consulting contracts using GastroPlus modeling results were accepted by regulatory agencies – plus other submissions without our consulting – GastroPlus User Group was formed by industry users, now 350 members on LinkedIn – 60 new customers during FY13 (includes new companies as well as new departments within existing large customers ) – Major regulatory agencies in North America, Europe, and Asia all added licenses

NCE (New Chemical Entity) Project • New NCE project initiated , molecules now in synthesis • COX - 2 selected as target (Celebrex® target) • COX - 1 also needs to be inhibited, but at a lesser level (Aspirin target) • Used newest versions of our ADMET Design Suite™ (ADMET Predictor , MedChem Studio , MedChem Designer ) as well as GastroPlus • Goal: further demonstrate the powerful lead compound design capabilities of the ADMET Design Suite • Good results came from our malaria NCE project last year – new licenses already recouped investment

Summary • For FY13: - Record revenues continues our 5 - year - plus profitable trend - Earnings growth 12.7% on 6.6% revenue growth of continuing operations demonstrates high margins - Substantial increases in income taxes and health insurance did not help • Continuing to Expand our Life Sciences team: - Three new Ph.D.s added in FY13 - Continuing to seek and interview additional scientists and engineers - Additional staff will support expanded product line and greater consulting capacity - Life Sciences team strengthens and supports marketing and sales • Aggressive Marketing and Sales Activities - Greater staff time spent on marketing and sales activities - New training workshop for chemistry tools was held in Boston in March - GastroPlus introductory workshops held in Boston and San Diego - First GastroPlus introductory workshop held in Japan in October – overflow crowd • Strong cash position and no debt – returning cash to shareholders - Cash dividends totaling approximately $7.2 million have been distributed, yet cash remains at over $9.6 million as of today

Q&A