Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the ASR Agreement, the Company will make an initial
payment of
The ASR Agreement contains the principal terms and provisions governing the transaction, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which Morgan Stanley is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company and Morgan Stanley to one another.
The foregoing summary of the ASR Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Confirmation for Fixed Dollar Accelerated Share Repurchase Transaction by and between the parties, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this "Report"), and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Report is incorporated in this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On
In accordance with General Instructions B.2 of Form 8-K, the information in this Report, including Exhibit 99.1, 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 Exhibit 99.1 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 Confirmation for Fixed Dollar Accelerated Share Repurchase Transaction, dated as ofJanuary 11, 2023 , by and betweenSimulations Plus, Inc. and Morgan 10.1^Stanley & Co. LLC . 99.1 Press release issued onJanuary 11, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule ^ to theSEC upon request.
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