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Item 5. Market for Registrant’s Common Equity

2022-10-28 compared with 2021-10-27 · 45 added, 41 removed, 6 unchanged (93% of the section changed)

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED

STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock, par value $0.001

per share, has traded on the Nasdaq Global Select Market under the symbol “SLP ”

since May 13, 2021, prior to which it traded on the Nasdaq Capital Market under the same symbol.

As of October 25, 2021, there were 43 shareholders

A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose

shares are held by banks, brokers and other financial institutions.

The following dividends were declared by our

Board of Directors during the fourth quarter of fiscal year 2021:

The Company’s common stock, par value $0.001 per share, has traded on the Nasdaq Global Select Market under the symbol “SLP” since May 13, 2021, prior to which it traded on the Nasdaq Capital Market under the same symbol.

As of October 19, 2022, there were 51 shareholders of record.

A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers, and other financial institutions.

The following dividends were declared by our Board of Directors during the fourth quarter of fiscal year 2022:

(in thousands, except dividend per share amounts)

Fiscal Year Record Date Distribution

Date # of Shares

Outstanding on

Although we expect to pay quarterly dividends

of $0.06 per share of common stock each quarter, the dividend is subject to declaration by our Board of Directors.

There can be no assurances

that our Board of Directors will continue the dividend distributions for any specified number of quarters.

Refer to Note 8 – Shareholders’

Equity of the Notes to Financial Statements (Part II, Item 8 of this Annual Report on Form 10-K) for further details regarding dividends.

Record Date Dividend per

2022 7/25/2022 8/01/2022 20,239 $ 0.06 $ 1,214

Although we paid quarterly dividends of $0.06 per share of common stock each quarter in 2022, all future dividends are subject to declaration by our Board of Directors.

There can be no assurances that our Board of Directors will continue the dividend distributions for any specified number of quarters.

Refer to Note 8 – Shareholders’ Equity of the Notes to Financial Statements (Part II, Item 8 of this Report) for further details regarding dividends.

Securities authorized for issuance under equity compensation plans

On December 23, 2016, the Board of Directors adopted, and on February 23, 2017, the shareholders approved, the 2017 Equity Incentive Plan (the "2017 Plan"), under which a total of 1.0 million shares of common stock has been reserved for issuance.

The 2017 plan would have terminated in December 2026;

however, the 2017 Plan was replaced by the Company’s 2021 Plan (as defined below), and as a result, no further issuances of shares may be made under the 2017 Plan.

On April 9, 2021, the Board of Directors adopted, and on June 23, 2021, the shareholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), under which a total of 1.3 million shares of common stock has been reserved for issuance.

The 2021 Plan will terminate in 2031.

As of August 31, 2022, employees and directors held Qualified Incentive Stock Options ("ISOs") and Non-Qualified Stock Options (“NQSOs”) to purchase 1.2 million shares of common stock at exercise prices ranging from $6.85 to $66.14 per share.

Equity Compensation Plan Information

The following table provides information as of August 31, 2022, regarding our equity compensation plans:

(in thousands, except weighted-average amounts)

Plan category Number of securities to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Column reference (a) (b) (c)

Equity Compensation Plans Approved by Security Holders 1,245 28.61 1,034

Equity compensation plans not approved by security holders — — —

Total 1,245 28.61 1,034

Shareholder Return Performance Graph

The following graph compares the cumulative total

stockholder return on our common stock of a $100 investment from August 31, 2017 through August 31, 2021, assuming reinvestment of dividends,

with a similar investment in the Russell 3000 index (the “Russell 3000”) and with the companies listed in the Nasdaq Composite

- Total Returns (“IXIC”), and the S&P600 Health Care Equipment & Services Industry Group Index (SP600-3510).

The historical

information set forth below is not necessarily indicative of future performance.

This performance graph shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any of our filings under

the Securities Act of 1933, as amended, of the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The following graph compares the cumulative total stockholder return on Simulations-Plus, Inc.

(SLP) common stock of a $100 investment from August 31, 2018, through August 31, 2022, assuming reinvestment of dividends, with a similar investment in the Russell 3000 index (“Russell 3000”) and with the companies listed in the Nasdaq Composite - Total Returns (“IXIC”), and the S&P600 Health Care Equipment & Services Industry Group Index ("SP600-3510").

The historical information set forth below is not necessarily indicative of future performance.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, of the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2018 2019 2020 2021 2022

SLP $135.11 $236.47 $392.48 $292.94 $402.00

NASDAQ $126.02 $123.74 $182.98 $237.12 $184.65

Russell 3000 $117.79 $117.05 $139.55 $183.07 $157.68

SP600-3510 $155.39 $132.62 $135.65 $210.73 $159.48

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered

On June 1, 2021, we issued an aggregate of 11,540 unregistered shares

of our common stock to the former owners of Lixoft pursuant to that Share Purchase and Contribution Agreement, dated March 31, 2020, entered

into between the Company and such former owners.

The shares had an aggregate value of $666 thousand and were issued as an earnout payment

in connection with the satisfaction of certain year-over-year performance thresholds set forth in the Share Purchase and Contribution

The shares of common stock were issued in a transaction not involving

a public offering in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation

S promulgated thereunder.

During the fiscal year ended August 31, 2021,

there were no other unregistered sales of our securities that were not reported in a Current Report on Form 8-K or our Quarterly Reports

on Form 10-Q.

There is currently no share repurchase program

pending, and the Company has made no repurchases of its securities since fiscal year 2011;

however, the Board of Directors may decide

to institute such a program in the future.

Use of Proceeds from Registered Securities

As discussed elsewhere in this Report, on April 1, 2022, the Company released from escrow an aggregate of 20,326 unregistered shares of the Company’s common stock to the former shareholders of Lixoft as partial payment of a $2.0 million holdback of the closing consideration payable pursuant to that Share Purchase and Contribution Agreement entered into by and among the Company and the former shareholders of Lixoft, dated March 31, 2020 (the "SPCA").

The shares had an aggregate value of $0.7 million.

On May 5, 2022, the Company issued an aggregate of 23,825 unregistered shares of the Company’s common stock to the former shareholders of Lixoft pursuant to the Agreement.

The shares had an aggregate value of $1.2 million and were issued as a portion of an earnout payment in connection with the satisfaction of certain year-over-year performance thresholds set forth in the SPCA.

The shares released as partial payment of the $2.0 million holdback and issued as partial payment of the earnout were issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.

During the fiscal year ended August 31, 2022, there were no other unregistered sales of our securities that were not reported in a Current Report on Form 8-K or our Quarterly Reports on Form 10-Q.

There is currently no share repurchase program pending, and the Company has made no repurchases of its securities since fiscal year 2011;

however, the Board of Directors may decide to institute such a program in the future.

ITEM 6 – [RESERVED]

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity