8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 22, 2019

(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:

[_] 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))

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 5.07 Submission of Matters to a Vote of Security Holders:

On February 22, 2019, 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, 2019.

3. Proposal No. 3: To amend the Company’s Bylaws to increase the range of authorized directors to not less than five (5) nor more than nine (9).

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	12,393,844		-	202,102	3,963,955	16,559,901
(1)	Dr. Thaddeus H. Grasela	12,394,361		-	201,585	3,963,955	16,559,901
(1)	Dr. John K. Paglia	12,445,629		-	150,317	3,963,955	16,559,901
(1)	Dr. David Ralph	11,545,409		-	1,050,537	3,963,955	16,559,901
(1)	Dr. Daniel Weiner	12,467,991		-	127,955	3,963,955	16,559,901
(2)	Appointment of Rose, Snyder and Jacobs llp	16,375,682	168,874	15,345			16,559,901
(3)	To amend bylaws to increase range of authorized directors	12,299,603	284,250	12,093		3,963,955	16,559,901

(a) Total Proxy Shares on record date on December 31, 2018, 17,459,770 out of which 16,559,901 shares were reported.

Item 8.01 Other Events

On February 22, 2019, the Company held its annual meeting of shareholders. A copy of the PowerPoint presentation for the meeting is 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.

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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

(c)       Exhibits

99.1 PowerPoint Presentation on February 22, 2019.

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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 26, 2019	By: /s/ John R. Kneisel
	John R. Kneisel
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

(NASDAQ:SLP) Annual Shareholders’ Meeting February 22, 2019

• Chairman: Walt Woltosz • Welcome and Introductions • Chief Executive Officer: Shawn O’Connor • Company Overview • Chief Financial Officer: John Kneisel • Discussion of Voting Issues • Financial Overview • Questions & Answers • Adjournment of Official Meeting Agenda 2

Safe Harbor Statement 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 . 3

Management & Directors • Board of Directors: – Walter S. Woltosz , M.S., M.A.S., Chairman • Co - founder, Simulations Plus, Inc. – Thaddeus H. “Ted” Grasela, Pharm D., Ph.D., Director and President • Founder, Cognigen Corporation – John K. Paglia Ph.D., CFA, CPA, Director • Senior Associate Dean; Professor of Finance, Pepperdine University – David Ralph, Ph.D ., Director • Special assistant to the Dean of Graziadio School of Business and Professor of Marketing, Pepperdine University – Daniel L. Weiner, Ph.D., Director • Adjunct Professor University of Maryland and North Carolina and Pharmaceutical Industry Consultant specializing in Model Based Drug Development • Senior Management Team – Shawn O’Connor, Chief Executive Officer, Simulations Plus – John R. Kneisel , Chief Financial Officer, Simulations Plus – John DiBella, M.S., President, Lancaster Division of Simulations Plus – Michael B. Bolger, Ph.D., Chief Scientist, Lancaster Division of Simulations Plus – Cindy Walawander, M.A., Vice President, Operations, Cognigen – Jill Fielder - Kelly, M.S., Vice President, Pharmacometric Services, Cognigen – Brett Howell, President DILIsym Services, Inc. North Carolina Division – Scott Siler Ph.D., Chief Scientist DILIsym Services, Inc 4

• Registered Independent Auditors • Rose, Snyder, & Jacobs LLP, Encino, CA • Tax Specialists • Rose, Snyder, & Jacobs LLP, Encino, CA • Legal Counsel • Procopio, Cory, Hargreaves, & Savitch LLP Outside Counsels 5

Company Overview Shawn O’Connor Chief Executive Officer 6

Products & Services Software Product Portfolio • Physiologically - based modeling & simulation platform for drug R&D • Predictive software for >140 properties of chemical formulations • Analytical software for certain biological or disease states • Cloud - based web app for drug development lifecycle management Consulting Services • Provide multi - disciplinary modeling and simulation support Operating Divisions • Simulations Plus, Inc. • Cognigen • DILIsym Consistent Financial Results • > 10 years of consistent revenue growth • > 10 years of profitability • Cash generated from operations during 2018 of $9.3M with cash on hand at year end of $9.4M • Dividend payout ratio of 46% • Quarterly dividend of $0.06 per share 1 • Stock price has increased 43.8% over the last year 2 Customers and Market Pharmaceutical and biotech companies ranging from the largest in the world to a number of medium - sized and smaller companies in the U.S., Europe and Asia. Corporate Information • The company was founded in 1996 and now has 96 employees* worldwide. • Primary offices located in Lancaster, CA; Buffalo, NY and Raleigh, NC. * As of 11/14/2018 Simulations Plus Our mission is to improve the productivity of science - based research & development enterprises by delivering innovative modeling and simulation software and insightful consulting services Nasdaq: SLP 7 1 No assurances can be made as the BOD makes its decision on a quarterly basis based on current financial condition and strateg ic plans 2 Based on 8/31/17 and 8/31/18 closing prices as reported on the Nasdaq Capital Market

Serving All Stages of the Development Process Nasdaq: SLP 8 Our products and services span the entire drug development process from discovery to approval Software Product Portfolio • Physiologically - based pharmacokinetic (PBPK) modeling platform simulates a number of responses in humans and animals • Predicts over 140 properties of chemical formulations quickly and accurately • Quantitative Systems Toxicology (QST) and Quantitative Systems Pharmacology (QSP) for analyzing certain biological or disease states • Cloud - based web application to organize, process, maintain and communicate data and results generated by pharmacologists and scientists over the duration of a drug development program Consulting Services • Support clients through the entire drug development process from sketching chemicals to regulatory filings • Provide multi - disciplinary modeling and simulation support: ‒ PBPK modeling and simulation ‒ Pharmacokinetic/Pharmacodynamic analysis ‒ Population/PK modeling and NONMEM analysis ‒ Quantitative systems pharmacology and toxicology ‒ Quantitative structure - activity relationship modeling ‒ Data assembly and preparation of regulatory reports

• Financial Success – Continued > 10 years of Profitable Growth – Continued quarterly dividend returning > $4MM to shareholders • Organizational Achievements – CEO transition – Successfully assimilated FY17 acquisition of DiliSym – Closed fiscal year with 95 employees up 11% over prior year • Client Success – Grew our software customer base by 76 and continued to renew existing customers at a rate > 90% – Performed consulting projects with more than 100 clients Simulations Plus, Inc. FY2018 Highlights 9

• Significant Grants / Awards – $1.7 million Fast - Track SBIR grant to fund the development of software for predicting drug - induced kidney injury – European consortium funded development of the Transdermal Compartmental Absorption and Transit (TCAT) module in GastroPlus – FDA funded integration of drug quality attributes into the TCAT module in GastroPlus – FDA cooperative agreement to further develop the Ocular Compartmental Absorption and Transit (OCAT) module in GastroPlus • Product Enhancements – Released GastroPlus version 9.6 – Released ADMET Predictor versions 8.5 & 9.0 – Released PKPLus version 2.0 – Released KIWI version 2.0 – Releassed DILIsym version 7A Simulations Plus, Inc. FY2018 Highlights 10

PROXY Resolutions and Results Financial Overview John Kneisel Chief Financial Officer 11

12 • Three Proposals - through this morning , 94+% of outstanding share votes have been cast – Proposal 1 : Election of Directors • Result: All elected – Proposal 2 : Ratify Rose, Snyder, & Jacobs LLP as Independent Registered Public Accountants • Result: Ratified with 98+% voted for – Proposal 3 : To amend the Bylaws to increase the range of authorized Directors (Board of Directors size to be 5 - 9 Members) • Result: Ratified with 70+% of outstanting shares voting for Voting Issues/Proxy Proposals

• FY2018 vs. FY2017 • 1QFY2019 vs 1QFY2018 • Balance Sheet Highlights • Financial Metrics Financial Overview 13

Revenues by Fiscal Year - 10 Year History Simulations Plus, Inc. (pro forma prior to 2012) 6.3 7.62 8.74 9.45 10.07 11.46 13.08 14.42 15.6 17.5 5.23 5.55 7.3 7.9 1.24 4.3 19.97 24.14 29.7 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Lancaster Buffalo No Carolina 14 ▪ Cognigen(Buffalo) acquired Sept. 2014 (1 st Qtr. 2015) ▪ DILIsym (No Carolina) acquired June 2017 (4 th Qtr. 2017)

15 Fiscal Year Revenues by Company (in millions) 11.4 0 0 11.4 13.1 5.2 0 18.3 14.4 5.5 0 19.9 15.6 7.3 1.2 24.1 17.5 7.9 4.3 29.7 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 $10 $11 $12 $13 $14 $15 $16 $17 $18 $19 $20 $21 $22 $23 $24 $25 $26 $27 $28 $29 $30 $31 $32 SLP(Lancaster) Cognigen(Buffalo) DILIsym(No. Carolina) Consolidated 2014 2015 2016 2017 2018 ▪ Cognigen(Buffalo) acquired Sept. 2014 (1 st Qtr. 2015) ▪ DILIsym (No Carolina) acquired June 2017 (4 th Qtr. 2017)

Revenue by Region – FY 2018 Nasdaq: SLP Europe 18% North America 61% Asia 20% South America <1% Japan = 70% India = 16% China = 12% Korea = 2% 16 A global and diversified base of revenue SO10

17 Income Statement: FY18 Vs. FY17 (in millions) Lancaster Buffalo RTP ( ACQ. 6/01/17) FY18 FY17 Diff % chg Net sales $ 17.6 $ 7.9 $ 4.3 $ 29.7 $ 24.1 $ 5.5 22.9% Gross profit 14.5 4.6 2.5 21.7 17.8 3.8 21.5% Gross profit margin 82.6% 58.9% 59.6% 73.1% 73.9% - 0.8% - 1.1% SG&A $ 5.6 $ 2.6 $ 1.3 $ 9.6 $ 8.2 $ 1.4 16.9% R&D 1.4 0.1 0.3 1.8 1.4 0.4 30.8% Total operating expenses 7.0 2.7 1.7 11.4 9.6 1.8 18.9% Income from operations 7.5 1.9 0.9 10.3 8.3 2.0 24.6% Other income (expense) (0.2) 0.0 0.0 (0.2) (0.0) (0.1) 562.5% Income before income taxes 7.4 1.9 0.9 10.1 8.2 1.9 23.0% Net income $ 6.9 $ 1.4 $ 0.6 $ 8.9 $ 5.8 $ 3.1 54.4% Diluted earnings per share (in dollars) $ 0.50 $ 0.33 $ 0.17 51.4% EBITDA $ 9.3 $ 2.3 $ 1.5 $ 13.0 $ 10.4 $ 2.6 25.0% ▪ SLP includes $1.5M one time Deferred tax befefit due to tax law change, appox $0.08 per share

18 Fiscal Year Net Income by Company (in millions) 3.0 0 0 3.0 3.1 0.7 0 3.8 4.3 0.6 0 4.9 4.4 1.1 0.2 5.7 6.9 1.4 0.6 8.9 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 $10 SLP Cognigen DILIsym Consolidated 2014 2015 2016 2017 2018 ▪ Cognigen(Buffalo) acquired Sept. 2014 (1 st Qtr. 2015) ▪ DILIsym (No Carolina) acquired June 2017 (4 th Qtr. 2017) ▪ SLP includes $1.5M one time Deferred tax befenit due to tax law change

19 Consolidated Diluted Earnings Per Share $0.18 $0.23 $0.29 $0.33 $0.50 $- $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 FY14 FY15 FY16 FY17 FY18 ▪ FY18 Includes $1.5M one time Deferred tax befefit due to tax law change, appox $0.08 per share $0.44

20 Consolidated Annual EBITDA (in Millions) $5.6 $7.7 $9.2 $10.4 $13.00 $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 FY14 FY15 FY16 FY17 FY18

21 Selected Consolidated Balance Sheet Items (in millions, except where indicated) August 31, 2018 August 31, 2017 Cash and cash equivalents $ 9.4* $ 6.2* Cash per share ( in Dollars ) $ 0.54 $ 0.36 Total current assets 17.8 12.6 Total assets 43.3 38.5 Total current liabilities 4.8 2.0 Total liabilities 11.4 12.7 Current ratio 3.69x 6.20x Shareholders’ equity 31.9 25.8 Total liabilities and shareholders’ equity 43.3 38.5 Shareholders’ equity per diluted share ( in Dollars ) $1.79 $1.47 * Cash as of Feb. 20, 2019 ~$9.4 million.

22 Cash Position Remains Excellent (in millions) Over $25 million cash utilized over last four FYs $0.8 $0.8 $0.8 $0.9 $0.9 $0.9 $0.9 $0.9 $0.9 $0.9 $0.9 $0.9 $1.0 $1.0 $1.0 $1.1 $1.1 $2.1 $0.8 $0.7 $0.8 $1.0 $5.0 $1.5 $5.8 $6.1 $6.4 $8.6 $7.2 $7.1 $8.8 $8.0 $8.8 $7.4 $8.2 $6.2 $7.0 $7.5 $7.2 $9.4 $9.4 15.1 15.2 15.3 15.4 16.1 16.2 16.3 16.4 17.1 17.2 17.3 17.4 18.1 18.2 18.3 18.4 19.1 Dividend Paid Acquisitions Cash on Hand Cash paid for DILIsym * Cash as of Feb. 20, 2019 ~$9.4 million. Cash paid for Cognigen Final cash paid for Cognigen Cash paid for DILIsym (some from Q2 and Q3) Cash paid to TSRL Cash paid to TSRL Final cash paid to TSRL

23 Income Statement : 1QFY19 Versus 1QFY18 ( in millions) Lancaster Buffalo North Carolina FY19 FY18 Diff % chg Net sales $ 4.4 $ 2.1 $ 1.1 $ 7.5 $ 7.1 $ 0.5 6.6% Gross profit 3.5 1.1 0.7 5.3 5.3 0.0 0.0% Gross profit margin 81.1% 53.1% 63.5% 70.8% 75.4% - 4.6% - 6.1% SG&A $ 1.6 $ 0.8 $ 0.4 $ 2.7 $ 2.4 $ 0.3 12.9% R&D 0.4 0.0 0.1 0.5 0.4 0.2 46.8% Total operating expenses 1.9 0.8 0.5 3.2 2.8 0.5 17.3% Income from operations 1.6 0.3 0.2 2.1 2.6 (0.5) - 18.6% Other income (expense) (0.1) 0.0 0.0 (0.1) (0.0) (0.0) 40.4% Income before income taxes 1.5 0.3 0.2 2.0 2.5 (0.5) - 19.7% Net income $ 1.2 $ 0.2 $ 0.1 $ 1.5 $ 1.7 $ (0.2) - 10.5% Diluted earnings per share (in dollars) $ 0.09 $ 0.10 $ (0.01) - 12.9% EBITDA $ 2.1 $ 0.4 $ 0.3 $ 2.8 $ 3.2 $ (0.4) - 13.8%

24 Consolidated Revenues: Fiscal Quarter ( in millions) $4.0 $4.6 $5.9 $3.7 $4.8 $5.2 $6.0 $4.0 $5.4 $5.7 $6.8 $6.3 $7.1 $7.4 $8.6 $6.7 $7.5 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 $10 Q1 Q2 Q3 Q4 2015 2016 2017 2018 2019

25 Consolidated Diluted Earnings Per Share: Fiscal Quarter $0.03 $0.06 $0.11 $0.03 $0.06 $0.07 $0.11 $0.05 $0.08 $0.07 $0.12 $0.06 $0.10 $0.19 $0.13 $0.07 $0.09 $0.00 $0.02 $0.04 $0.06 $0.08 $0.10 $0.12 $0.14 $0.16 $0.18 $0.20 Q1 Q2 Q3 Q4 FY15 FY16 FY17 FY18 FY19 $0.11 Note: 2Q18 $0.08 tax benefit of deferred tax adjustment

26 Consolidated EBITDA: Fiscal Quarter (in millions) $1.2 $2.0 $3.3 $1.2 $2.2 $2.2 $3.3 $1.5 $2.5 $2.3 $3.6 $2.0 $3.2 $3.1 $4.1 $2.6 $2.8 $0 $1 $2 $3 $4 $5 Q1 Q2 Q3 Q4 2015 2016 2017 2018 2019

27 Summary & Wrap - up

28 Thank you for your kind attention… Questions?