2 unchanged sentences
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.
−Removed: As of October 20, 2023, there were 50 shareholders of record.
+Added: As of October 18, 2024, there were 37 shareho lders 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.
−Removed: The following dividends were declared by our Board of Directors during the fourth quarter of fiscal year 2023:
−Removed: (in thousands, except dividend per share amounts)
−Removed: Fiscal Year Record Date Distribution
−Removed: Date # of Shares
−Removed: Outstanding on
−Removed: Record Date Dividend per
−Removed: 2023 7/31/2023 8/07/2023 19,931 $ 0.06 $ 1,196
−Removed: Although we paid quarterly dividends of $0.06 per share of common stock in each quarter of fiscal year 2023, all future dividends are subject to declaration by our Board of Directors.
−Removed: There can be no assurances that our Board of Directors will continue the dividend distributions for any specified number of quarters.
+Added: On July 2, 2024, our Board of Directors declared a quarterly cash dividend of $0.06 per share to our shareholders.
+Added: The dividend, with a dividend rate of $0.06 per share and an aggregate of approximately $1.2 million, was distributed on August 5, 2024 to the approximately 20 million shareholders of record as of July 29, 2024.
+Added: Our Board of Directors has determined to discontinue the quarterly cash dividend historically paid by the Company, and to reallocate these funds to our capital allocation strategy for investing in growth initiatives that are intended to generate long-term shareholder value.
+Added: We do not currently anticipate paying cash dividends on our common stock in the foreseeable future.
+Added: Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, and current and anticipated cash needs.
+Added: Investors should not purchase our common stock with the expectation of receiving cash dividends.
Refer to Note 6 – Shareholders’ Equity of the Notes to Financial Statements (Part II, Item 8 of this Report) for further details regarding dividends.
−Removed: Securities authorized for issuance under equity compensation plans
−Removed: On December 23, 2016, the Board of Directors adopted, and on February 23, 2017, the shareholders approved, the Company's 2017 Equity Incentive Plan (the "2017 Plan"), under which a total of 1.0 million shares of common stock were initially reserved for issuance.
−Removed: The 2017 plan would have terminated pursuant to its terms in December 2026;
−Removed: 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.
−Removed: On April 9, 2021, the Board of Directors adopted, and on June 23, 2021, the shareholders approved, the Company's 2021 Equity Incentive Plan (the “2021 Plan”), under which a total of 1.3 million shares of common stock were initially reserved for issuance.
−Removed: On February 9, 2023, the Company's shareholders approved, and the Company adopted, an amendment to the 2021 Plan to increase the number of shares of common stock authorized for issuance thereunder by an additional 250,000 shares.
−Removed: The 2021 Plan will terminate in 2031.
−Removed: As of August 31, 2023, employees and directors of the Company held Qualified Incentive Stock Options ("ISOs") and Non-Qualified Stock Options (“NQSOs”) to purchase an aggregate of 1.5 million shares of common stock at exercise prices ranging from $6.85 to $66.14 per share.
Equity Compensation Plan Information
8 unchanged sentences
The following graph compares the cumulative total stockholder return on Simulations-Plus, Inc.
−Removed: (SLP) common stock of a $100 investment from August 31, 2018, through August 31, 2023, 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").
+Added: (SLP) common stock with the cumulative total return for the same period of SLP's Peer Groups (old and new).
+Added: The graph assumes the investment of $100 as of August 31, 2019 and through August 31, 2024, assuming reinvestment of dividends.
The historical information set forth below is not necessarily indicative of future performance.
−Removed: 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.
−Removed: 2019 2020 2021 2022 2023
−Removed: SLP $176.28 $292.59 $218.39 $299.69 $225.25
−Removed: NASDAQ $98.41 $145.53 $188.59 $146.86 $173.27
−Removed: Russell 3000 $99.54 $118.67 $155.69 $134.09 $150.36
−Removed: SP600-3510 $85.58 $87.53 $135.98 $102.81 $96.18
+Added: In connection with filing this Report, the Company reassessed its peer group and determined that the companies included in the S&P Small Cap 600 (“S&P Small Cap 600-New”) and the S&P 600 Health Care Technology Industry Index (“SP600-351030-New”) more closely match our Company characteristics than the peer group the Company has previously included in its annual reports on Form 10-K, including companies listed on the Nasdaq Composite Total Returns (“NASDAQ-Old”), the Russell 3000 index (“Russell 3000-Old”), and SP600 Health Care Equipment & Service Industry Group Index (“SP600-3510-Old”).
+Added: 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Recent Sales of Unregistered Securities;
Use of Proceeds from Registered Securities
−Removed: During the year ended August 31, 2023, 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.
+Added: During the fiscal year ended August 31, 2024, 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.
On December 29, 2022, our Board of Directors authorized and approved a share repurchase program for up to $50 million of the outstanding shares of our common stock, and on January 11, 2023, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co.
5 unchanged sentences
After completion of the repurchases under the ASR Agreement, $30 million remains available for additional repurchases under our authorized repurchase program.
−Removed: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum
−Removed: Approximate Dollar
−Removed: Value of Shares that
−Removed: May Yet Be Purchased
−Removed: Under the Program
−Removed: 12/01/2022 - 12/31/2022 — $— — $ —
−Removed: 01/01/2023 - 01/31/2023 408,685 (1)
−Removed: 408,685 $ 30,000,000
−Removed: 02/01/2023 - 02/28/2023 — $— — $ —
−Removed: 03/01/2023 - 03/31/2023 — $— — $ —
−Removed: 04/01/2023 - 04/30/2023 — $— — $ —
−Removed: 05/01/2023 - 05/31/2023 83,356 (1)
−Removed: 83,356 $ 30,000,000
−Removed: Total 492,041 (1)
−Removed: 492,041 $ 30,000,000
−Removed: (1) On January 11, 2023, we entered into the ASR Agreement with Morgan Stanley to repurchase an aggregate of $20 million of our outstanding shares of common stock and received an initial delivery of an aggregate of 408,685 shares of our common stock.
−Removed: At final settlement on May 20, 2023, based on the volume-weighted average price of our common stock during the term of the ASR Agreement, Morgan Stanley delivered an additional 83,356 shares of Company common stock to us, which shares were also retired and treated as authorized, unissued shares.
−Removed: The average price paid per share pursuant to the ASR Agreement was approximately $40.65.
+Added: The Company did not repurchase any shares of its common stock under its authorized repurchase program, or otherwise, during the fiscal year ended August 31, 2024.
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.