S-8

As filed with the Securities and Exchange Commission on March 6, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________

SIMULATIONS PLUS, INC.

(Exact name of registrant as specified in its charter)

____________

California	95-4595609
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

42505 10th Street West

Lancaster, California 93534-7059

(Address of principal executive offices) (Zip Code)

____________

SIMULATIONS PLUS, INC. 2021 EQUITY INCENTIVE PLAN

(Full title of the plan)

____________

Shawn O’Connor

Simulations Plus, Inc.

42505 10th Street West

Lancaster, CA 93534-7059

661-723-7723

(Name, address, and telephone number, including area code, of agent for service)

____________

Copies to:

Dennis J. Doucette, Esq.

Procopio, Cory, Hargreaves & Savitch LLP

12544 High Bluff Drive, Suite 400

San Diego, CA 92130

(858) 720-6300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act ☐

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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Simulations Plus, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 1,200,000 shares of Company common stock, par value $0.001 per share (“Common Stock”), for issuance under the Company’s 2021 Equity Inventive Plan (the “Original Plan”), as amended by that First Amendment to 2021 Equity Incentive Plan, dated February 9, 2023 (the “First Amendment”), and that Second Amendment to 2021 Equity Incentive Plan, dated February 8, 2024 (together with the Original Plan and the First Amendment, the “Plan”). Such additional shares of Common Stock are in addition to the 1,300,000 shares of Common Stock registered on the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2021 (Commission File No. 333-258711), the contents of which are hereby incorporated by reference into this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission, are incorporated herein by reference:

•The Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2023, filed with the Commission on October 27, 2023;

•The Company’s Definitive Schedule 14A Proxy Statement, filed with the Commission on December 22, 2023;

•The Company’s Quarterly Report on Form 10-Q, filed with the Commission on January 5, 2024;

•The Company’s Current Reports on Form 8-K, filed with the Commission on November 1, 2023, January 3, 2024 and February 12, 2024; and

•The description of the Company’s Common Stock contained in the Company’s Registration Statements filed with the Commission under the Exchange Act, including any amendments or reports filed for the purposes of updating such descriptions, including without limitation the Company’s Registration Statement on Form 8-A (File Number 001-32046) filed with the Commission on March 16, 2004, as subsequently amended, and Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2023, filed with the Commission on October 27, 2023.

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents.

Any statement contained in a document incorporated by, or deemed incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

2

Item 8    Exhibits

4.1	Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on November 29, 2010).
4.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on November 29, 2010).
4.3	Certificate of Amendment to the Amended and Restated Bylaws of Simulations Plus, Inc. (incorporated by reference to Appendix A to the Company’s Definitive Schedule 14A filed on December 31, 2018).
4.4	Form of Common Stock Certificate (incorporated by reference to the Company’s Registration Statement on Form SB-2 (Registration No. 333-6680) filed on March 25, 1997).
4.5	Share Exchange Agreement (incorporated by reference to the Company’s Registration Statement on Form SB-2 (Registration No. 333-6680) filed on March 25, 1997).
5.1*	Opinion of Procopio, Cory, Hargreaves & Savitch LLP.
23.1*	Consent of Rose, Snyder & Jacobs, LLP, independent registered public accounting firm.
23.2*	Consent of Procopio, Cory, Hargreaves & Savitch LLP (incorporated by reference to Exhibit 5.1 to this Registration Statement on Form S-8).
24.1*	Power of Attorney (included on the signature page hereto).
99.1	Simulation Plus, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021).
99.2	First Amendment to 2021 Equity Incentive Plan of Simulations Plus, Inc., dated February 9, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 13, 2023).
99.3	Second Amendment to 2021 Equity Incentive Plan of Simulations Plus, Inc., dated February 8, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2024).
107*	Filing Fee Table

*Filed herewith.

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, State of California, on March 6, 2024.

SIMULATIONS PLUS, INC.

By: /s/ Shawn O’Connor

Shawn O’Connor

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shawn O’Connor and Will Frederick, or either of them, as his or her true and lawful attorneys-in-fact and agent with the full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments to this Registration Statement, including any and all post-effective amendments, and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

***

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Shawn O’Connor	Chief Executive Officer (Principal Executive Officer)	March 6, 2024
Shawn O’Connor
/s/ Will Frederick	Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)	March 6, 2024
Will Frederick
/s/ Walter S. Woltosz	Chairman of the Board of Directors	March 6, 2024
Walter S. Woltosz
/s/ Dr. Lisa LaVange	Director	March 6, 2024
Dr. Lisa LaVange
/s/ Dr. Daniel Weiner	Director	March 6, 2024
Dr. Daniel Weiner
/s/ Sharlene Evans	Director	March 6, 2024
Sharlene Evans
/s/ Dr. John K. Paglia	Director	March 6, 2024
Dr. John K. Paglia

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EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Simulation Plus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share 457(c) and 457(h)(3) 1,200,000 (2) $ 41.20 (3) $ 49,440,000 0.00014760 $ 7,297.34 Total Offering Amounts $ 49,440,000 7,297.34 Total Fees Previously Paid - Total Fee Offsets - Net Fee Due $ 7,297.34 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”), of Simulations Plus, Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Equity Incentive Plan (as may be amended from time to time, the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. (2) Represents shares of Common Stock that were added to the shares authorized for issuance under (i) the first amendment to the 2021 Plan, dated February 9, 2023; and (ii) the second amendment to the 2021 Plan, dated February 8, 2024, in each case as approved by the Registrant’s board of directors and stockholders. (3) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The proposed maximum offering price per share is based upon the average of the high and low prices of the Common Stock on March 1, 2024, as reported on the Nasdaq Global Select Market.

EX-5.1

EXHIBIT 5.1 PROCOPIO 12544 High Bluff Drive Suite 400 San Diego, CA 92130 T. 858.720.6300 F. 619.235.0398 DEL MAR HEIGHTS LAS VEGAS ORANGE COUNTY SAN DIEGO SCOTTSDALE SILICON VALLEY WASHINGTON D.C. March 6, 2024 Simulations Plus, Inc. 42505 10th Street West Lancaster, California 93534 Re: Simulations Plus, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Simulations Plus, Inc., a California corporation (the “Company”), in connection with the filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), for the registration of 1,200,000 shares of common stock, $0.001 par value per share (the “Shares”), of the Company, pursuant to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares. We have examined the Plans and such corporate records, documents, instruments and certificates of the Company, and have reviewed such other documents as we have deemed relevant under the circumstances. In such examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied, without independent investigation, upon statements or certificates of public officials and officers of the Company. We are opining herein as to the General Corporation Law of the State of California, and we express no opinion with respect to any other laws.

Simulations Plus, Inc. March 6, 2024 Page 2 Based upon, and subject to, the foregoing, and assuming that (i) the Company reserves for issuance under the Plan an adequate number of authorized and unissued shares of common stock, (ii) when issued, the Shares are duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, (iii) each individual issuance, grant or award under the Plan is duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of applicable law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), and (iv) the consideration required to be paid in connection with the issuance and sale of the Shares under the Plan is actually received by the Company as provided in the Plan, we are of the opinion that the Shares, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of California. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Procopio, Cory, Hargreaves & Savitch LLP Procopio, Cory, Hargreaves & Savitch LLP

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference, in this Registration Statement on Form S-8 of our report dated October 27, 2023, with respect to the consolidated financial statements of Simulations Plus, Inc. and Subsidiaries appearing in the Company’s Annual Report on Form 10-K for the year ended August 31, 2023. Rose, Snyder & Jacobs LLP Encino, California March 6, 2024