Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, we performed an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the design and effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Annual Report that our disclosure controls and procedures were not effective due to a material weakness related to information technology general controls, as discussed in Management's Annual Report on Internal Control over Financial Reporting.
Notwithstanding the material weakness described in Management's Annual Report on Internal Control Over Financial Reporting, our management has concluded that our consolidated financial statements for the periods covered by and included in this Annual Report are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.
Management’s Annual Report on Internal Control over Financial Reporting
See Management's Report of Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
Not Applicable
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Conduct (the “Code of Conduct”) applicable to all employees, executive officers and directors that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Conduct. The Code of Conduct is available on our website, www.certara.com. The information available on or through our website is not part of this annual report. If we ever were to amend or waive any provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than by filing a Form 8-K.
The remaining information required under this item is incorporated herein by reference to our definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which Proxy Statement is expected to be filed with Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2021.
Item 11. Executive Compensation.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements
The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.
(2) Financial Statement Schedules
Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.
(3) List of Exhibits required by Item 601 of Regulation S-K
Incorporated by Reference
Exhibit
Number
Exhibit Title
Form
File No.
Exhibit
Filing Date
2.1
Agreement and Plan of Merger dated as of August 2, 2021, by and among Certara, Inc., Puma Merger Sub, LLC and Shareholder Representative Services LLC, as the Equityholder Representative thereunder
8-K
2.1
8/5/2021
3.1
Amended and Restated Certificate of Incorporation of Certara, Inc.
S-8
333-251368
4.1
12/15/2020
3.2
Amended and Restated Bylaws of Certara, Inc.
S-8
333-251368
4.2
12/15/2020
4.1
Form of Stock Certificate for Common Stock
S-1/A
333-250182
4.1
12/03/2020
4.2
Description of Certara, Inc.’s Securities
10.1
Stockholders Agreement, dated as of December 10, 2020 by and among Certara, Inc. and the other parties named therein
S-8
333-251368
4.5
12/15/2020
10.2
Amended and Restated Registration Rights Agreement, dated as of December 10, 2020 by and among Certara, Inc. and the other parties named therein
10.3
Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto
S-1/A
333-250182
10.3
11/18/2020
10.4
First Amendment, dated as of January 24, 2018, to the Credit Agreement, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto
S-1/A
333-250182
10.4
11/18/2020
10.5
Second Amendment, dated as of April 3, 2018, to the Credit Agreement, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc. (f/k/a EQT
S-1/A
333-250182
10.5
11/18/2020
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Avatar Intermediate, Inc.), Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto
10.6
Third Amendment, dated as of June 17, 2021, to the Credit Agreement, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc., Bank of America, N.A., as Administrative Agent for the lenders from time to time party thereto and collateral agent for the secured parties thereunder
8-K
10.1
6/22/2021
10.7
Loan Guaranty, dated as of August 15, 2017, by and among the Loan Guarantors, as defined therein, and Jefferies Finance LLC, as Administrative Agent
S-1/A
333-250182
10.6
11/18/2020
10.8
Pledge and Security Agreement, dated as of August 15, 2017, by and among the Grantors, as defined therein, and Jefferies Finance LLC, as Agent
S-1/A
333-250182
10.7
11/18/2020
10.9
Loan Agreement, dated as of July 6, 2017, between Santo Holding (Deutschland) GmbH and Certara, Inc. (f/k/a EQT Avatar Topco, Inc.)
S-1/A
333-250182
10.8
11/18/2020
10.10*
Form of Indemnification Agreement between Certara, Inc. and directors and executive officers of Certara, Inc.
S-1/A
333-250182
10.9
11/25/2020
10.11*
Employment Agreement, dated as of May 14, 2019, by and among EQT Avatar Parent L.P., Certara USA, Inc. and William Feehery
S-1/A
333-250182
10.10
11/18/2020
10.12*
Employment Agreement, dated as of July 11, 2014, between Certara USA, Inc. and M. Andrew Schmick
10-K
10.11
3/15/2021
10.13*
Employment Agreement, dated as of July 20, 2020, between Certara USA, Inc. and Leif E. Pedersen
10-K
10.12
3/15/2021
10.14*
Certara, Inc. 2020 Incentive Plan
S-1/A
333-250182
10.18
11/25/2020
10.15*
Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc. 2020 Incentive Plan)
10-K
10.14
3-15-2021
10.16*
Form of Exchange Acknowledgement and Agreement
S-1/A
333-250182
10.19
12/03/2020
10.17*
Form of Stock Restriction Agreement
S-1/A
333-250182
10.20
12/03/2020
10.18*
Form of Performance Stock Unit Grant Notice and Agreement for Certara, Inc. 2020 Incentive Plan*
10-Q
10.1
5/7/2021
10.19*
Certara, Inc. 2020 Employee Stock Purchase Plan
S-1/A
333-250182
10.21
11/25/2020
10.20*
Certara, Inc. Directors Deferral Plan
10-K
10.18
3/15/2021
10.21*
Employment Agreement, dated September 26, 2018 between Certara UK Limited and Robert Aspbury
10.22*
Employment Agreement, dated January 23, 2019, by and between EQT Certara USA, Inc. and Justin Edge
S-1/A
333-250182
10.15
11/8/2020
21.1
23.1
Subsidiaries of the Registrant
Consent of CohnReznick LLP
24.1
Power of Attorney (included in the signature page to this Annual Report)
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.
+ This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 16. Form 10-K Summary.
None.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
CERTARA, INC.
Date: March 1, 2022
By:
/s/ William F. Feehery
Name:
William F. Feehery
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: March 1, 2022
By:
/s/ M. Andrew Schemick
Name:
M. Andrew Schemick
Title:
Chief Financial Officer
(Principal Financial Officer)
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William F. Feehery, M. Andrew Schemick and Richard M. Traynor and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ William F. Feehery
Chief Executive Officer and Director
William F. Feehery
(Principal Executive Officer)
/s/ M. Andrew Schemick
Chief Financial Officer
M. Andrew Schemick
(Principal Financial Officer and Principal Accounting Officer)
/s/ James E. Cashman III
Chairman
James E. Cashman III
/s/ Eric C. Liu
Director
Eric C. Liu
/s/ Stephen M. McLean
Director
Stephen M. McLean
/s/ Mason P. Slaine
Director
Mason P. Slaine
/s/ Matthew Walsh
Director
Matthew Walsh
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/s/ Ethan Waxman
Director
Ethan Waxman
/s/ Cynthia Collins
Director
Cynthia Collins
/s/ Nancy Killefer
Nancy Killefer
Director
/s/ Carol Gallagher
Carol Gallagher
Director
127