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

July 23, 2014

(Date of earliest event reported)

Simulations Plus, Inc.

(Exact name of registrant as specified in its charter)

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)

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 (see General Instruction A.2. below):

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

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 1.01 Entry Into a Material Definitive Agreement.

On July 23, 2014, Simulations Plus, Inc., a California corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Agreement”) with Cognigen Corporation, a New York corporation (“Cognigen”). Under the terms of the Agreement, at the closing of the transactions contemplated by the Agreement, the Company will pay the shareholders of Cognigen total consideration of $7,000,000, consisting of $2,800,000 of cash and $5,200,000 worth of newly-issued, unregistered shares of the Company’s common stock, a portion of which is to be held back by the Company. The Agreement provides for a two-year market stand-off period in which the newly-issued shares may not be sold.

Pursuant to the terms and subject to the conditions of the Agreement, at the closing Cognigen will merge with and into a newly-formed, wholly-owned subsidiary of the Company (“Acquisition Sub”), with Acquisition Sub surviving the merger.

In the Agreement, Cognigen has made certain representations and warranties to the Company and the parties agreed to certain covenants. Among the covenants set forth in the Agreement, neither Cognigen nor any of its representatives may participate in any discussions or negotiations with, or provide any information to, any person or entity with respect to any potential acquisition transaction or enter into any agreement with respect to such a transaction.

Under the Agreement, the shareholders of Cognigen, all of whom are parties to the Agreement, have agreed to indemnify the Company for damages which it may incur as a result of, among other things, inaccuracies in or breaches of representations, warranties and covenants. The Agreement provides that $1,800,000 of the total consideration, comprised of cash in the amount of $720,000 and $1,080,000 worth of shares of the Company’s common stock, is to be held back for two years in order to satisfy any indemnifiable claims that may arise pursuant to the terms of the Agreement.

Consummation of the proposed merger is subject to various closing conditions, including the parties obtaining necessary consents and approval by the Board of Directors of both the Company and Cognigen. The closing date of the proposed merger is anticipated to be September 2, 2014.

Other than with respect to the Agreement, there is no material relationship between the Company and Cognigen.

A copy of the definitive Agreement will be filed as an exhibit to the Company’s periodic reports to be filed pursuant to the Securities Exchange Act of 1934, as amended.

Item 7.01 Regulation FD Disclosure

On July 23, 2014, the Company, issued a press release announcing that it has entered into the Agreement with Cognigen.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

___________

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including the exhibit thereto (the “Item 7.01 Information”) is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

By providing the Item 7.01 Information, the Company makes no admission as to the materiality of the Item 7.01 Information. The Item 7.01 Information is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the Item 7.01 Information, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K may contain forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Exchange Act. The forward-looking statements in this Current Report on Form 8-K are not historical facts, do not constitute guarantees of future performance and are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate. Any forward-looking statements in this Current Report on Form 8-K do not constitute guarantees of future performance and involve a number of factors that could cause actual results to differ materially, including risks more fully described in the Company’s most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K. The Company assumes no obligation to update any forward-looking information contained in this Current Report.

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 hereunto duly authorized.

Exhibit 99.1

Simulations Plus

Integrating Science and Software

For Further Information:

Simulations Plus, Inc.

42505 10^th Street West

Lancaster, CA 93534-7059

Simulations Plus to Acquire Cognigen Corporation

A leading provider of clinical trial data analysis to expand company’s offerings

LANCASTER, CA, July 23, 2014 – Simulations Plus, Inc. (NASDAQ: SLP), a leading provider of simulation and modeling software for pharmaceutical discovery and development, today announced that it has entered into an Agreement and Plan of Merger (the “Agreement”) with Cognigen Corporation of Buffalo, New York.

Pursuant to the Agreement, upon closing, Cognigen will become a wholly-owned subsidiary of Simulations Plus and will continue to operate under the Cognigen name. This will result in the total number of Simulations Plus employees increasing from 30 to 65, and is expected to add approximately $5 million to the revenues of the combined company in the first year.

Walt Woltosz, chairman and chief executive officer of Simulations Plus, Inc. said, “This is an exciting step forward for both Simulations Plus and Cognigen. Upon closing, management of the combined company will be comprised of individuals from the current management teams of Simulations Plus and Cognigen, including Ted Grasela, the current President of Cognigen. I will remain as Chairman and CEO.”

Woltosz continued, “Ted has extensive experience in modeling and simulation, clinical pharmacology, and outcomes research. Ted and his partners, Cynthia Walawander and Jill Fiedler-Kelly, have built Cognigen over more than 20 years into an industry leader in high-quality analysis of clinical trial data, serving customers ranging from top-5 pharmaceutical companies to numerous mid- and smaller-size organizations. Their advanced systems and processes provide cost-effective support for model-based research and development. These systems and the work of their dedicated scientists and support staff have earned Cognigen a worldwide reputation for the quality and reliability of their work.”

Ted Grasela said, “Simulations Plus has been a pioneer in the use of modeling and simulation in pharmaceutical research and development since 1996. The company has built a comprehensive suite of software that provides best-in-class tools spanning from early discovery through preclinical and early clinical development, and on to post-patent development of generic formulations. By combining the strengths of the two companies, we will be able to better address the recent push by regulatory agencies to include more physiologically based pharmacokinetics modeling, a strength of Simulations Plus, into clinical trial analysis, a strength of Cognigen. I look forward to Walt’s continuing guidance and mentorship as we move into a new and exciting phase of our company’s growth.”

-more-

The Agreement

The Agreement calls for the merger of Cognigen with and into a wholly-owned subsidiary of Simulations with the subsidiary continuing as the surviving corporation. The closing date of the proposed merger is anticipated to be September 2, 2014, and the Agreement requires approval by the Board of Directors of both Simulations Plus and Cognigen.

Under the terms of the Agreement, Simulations Plus will pay the shareholders of Cognigen total consideration of $7,000,000, comprised of $2,800,000 of cash and $5,200,000 worth of newly-issued, unregistered shares of common stock of Simulations Plus. The Agreement provides that $1,800,000 of the total consideration will be held back for two years by Simulations Plus to satisfy any indemnifiable claims that may arise pursuant to the terms of the Agreement.

Excel Partners, an investment bank with offices in New York and Los Angeles, acted as exclusive financial advisor to Simulations Plus in connection with this transaction.

About Simulations Plus, Inc.

Simulations Plus, Inc., is a premier developer of groundbreaking drug discovery and development simulation and modeling software which is licensed to and used in the conduct of drug research by major pharmaceutical, biotechnology, agrochemical, and food industry companies worldwide. Simulations Plus is headquartered in Southern California and trades on the NASDAQ Capital Market under the symbol “SLP.” For more information, visit our Web site at www.simulations-plus.com.

About Cognigen Corporation

Cognigen Corporation was founded in 1993 in Buffalo, New York and has grown to become one of the leading providers of clinical trial data analysis. The services of the company are well-recognized as providing analysis and reports that are tailored to the expectations of regulatory agencies so that reports are submitted in a manner that minimizes follow-up questions from regulators, saving sponsors considerable time and money in getting new pharmaceutical products to market. More information is available on the company’s Web site at www.cognigencorp.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 – With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. Words like “believe,” “expect” and “anticipate” mean that these are our best estimates as of this writing, but that there can be no assurances that expected or anticipated results or events will actually take place, so our actual future results could differ significantly from those statements. Factors that could cause or contribute to such differences include, but are not limited to: our ability to maintain our competitive advantages, acceptance of new software and improved versions of our existing software by our customers, the general economics of the pharmaceutical industry, our ability to finance growth, our ability to continue to attract and retain highly qualified technical staff, our ability to properly manage the new combined company, and a sustainable market. Further information on our risk factors is contained in our quarterly and annual reports as filed with the U.S. Securities and Exchange Commission.

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