Current Report Filing (8-k)
September 09 2020 - 4:01PM
Edgar (US Regulatory)
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
September 3, 2020
(Date of the earliest event reported)
Simulations Plus, Inc.
(Exact name of registrant as specified in
its charter)
California
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001-32046
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95-4595609
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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
N/A
(Former name or former address, if changed
since last report)
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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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SLP
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The Nasdaq Stock Market LLC
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Effective September 3, 2020, Simulations
Plus, Inc., a California corporation (the “Company”) entered into an employment agreement with its Chief Executive
Officer (CEO) Shawn O’Connor (the “Employment Agreement”). The Employment Agreement extends Mr. O’Connor’s
term as CEO to August 31, 2023 and supersedes and replaces his prior employment agreement. Pursuant to the Employment Agreement,
Mr. O’Connor’s annual base salary increased to $450,000 and he received a one-time sign-on bonus of $100,000. In addition,
Mr. O’Connor’s eligibility to receive annual equity grants increased from 25,000 to 30,000 options to purchase the
Company’s common stock under the 2017 Simulations Plus, Inc. Equity Incentive Plan, as determined by the Company’s
Board of Directors, his eligibility to receive an annual performance bonus increased to an amount not to exceed $225,000 to be
determined by the Compensation Committee of the Company’s Board of Directors, and he became eligible to receive an additional
annual discretionary bonus of up to $75,000 and an additional grant of 7,500 stock options. Mr. O’Connor’s early termination
compensation also increased from six to twelve months of annual base salary and COBRA coverage.
The foregoing summary of the Employment
Agreement, does not purport to be complete and is subject to, and qualified in its entirety by, a copy of the Employment Agreement
attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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SIMULATIONS PLUS, INC.
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Dated: September 9, 2020
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By: /s/ John R. Kneisel
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John R. Kneisel
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Chief Financial Officer
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