What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 90 added, 45 removed, 106 unchanged (56% of the section changed)

8 unchanged sentences

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As disclosed in the Management’s Annual Report on Internal Control over Financial Reporting in Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2021, during the fourth quarter of 2021, we identified a material weakness in internal control related to ineffective information technology general controls in the areas over a cloud-based software system that supports our project set-up and time submissions for services provided to our customers.

During 2022, management implemented its previously disclosed remediation plan that included:

(i) Implement a more robust process for the onboarding, offboarding, and access rights modifications in the application environment to ensure appropriate provisioning of rights on a least privileged basis;

(ii) Document the levels of privileged access roles with specific “allowed” capabilities warranting levels of access for specific roles;

(iii) Implement a quarterly log review by business owners to ensure that no privileged account access was provided and removed outside of documented service requests;

(iv) Implement a controlled process for application and system level changes in the application environment to ensure appropriate understanding of the changes on financial reporting;

and (v) Strengthen ownership and reporting through the IT Governance Process currently in place which will serve as the mechanism to monitor the remediation update.

During the fourth quarter of 2022, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.

As a result, we have concluded the material weakness has been remediated as of December 31, 2022.

RSM US LLP, the independent registered public accounting firm that audited our consolidated financial statements as of and for the year ended December 31, 2023 included in this Report, has also audited the effectiveness of Certara’s internal control over financial reporting as of December 31, 2023.

The report of RSM US LLP is included under Item 8 of this Report.

Changes in Internal Control over Financial Reporting

Except for the changes in connection with our implementation of the remediation plan discussed above, 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, 2022 that have materially affected, or are reasonably likely to materially affect, our 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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

(b) Director and Officer 10b5-1 Trading Arrangements

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Our directors and officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our common stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them.

On November 20, 2023 , Patrick F.

Smith , President , Certara Drug Development Solutions, adopted a Rule 10b5-1 trading plan.

The plan provides for the potential sale, on the dates and prices set forth in the plan, of up to 26,382 shares of our common stock from February 20, 2024, through April 30, 2024.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not Applicable

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Directors, Executive Officers and Corporate Governance.

12 unchanged sentences

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

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Exhibits, Financial Statement Schedules.

6 unchanged sentences

Incorporated by Reference

Exhibit Title

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 001-39799 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-K 001-39799 4.2 3/15/2021

10.1 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

10.2 First Amendment, dated as of January 24, 2018, to the Credit Agreement, among Certara Holdings, Inc.

S-1/A 333-250182 10.4 11/18/2020

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10.3 Second Amendment, dated as of April 3, 2018, to the Credit Agreement, among Certara Holdings, Inc.

1 unchanged sentence

(f/k/a 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 10.5 11/18/2020

10.4 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 001-39799 10.1 6/22/2021

10.5 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

10.6 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

10.7 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

10.8* 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

10.9* 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

10.10* Employment Agreement, dated September 26, 2018 between Certara UK Limited and Robert Aspbury

10-K 001-39799 10.21 3/1/2022

10.11* Employment Agreement, dated as of July 20, 2020, between Certara USA, Inc.

Andrew Schmick

10-K 001-39799 10.12 3/15/2021

10.12* Employment Agreement Dated as of July 11, 2014, between Certara USA, Inc.

Andrew Schmick .*

10-K 001-39799 10.11 3/15/2021

10.13* Employment Agreement, dated as of September 2, 2016, between D3 MEDICINE LLC, Certara USA, Inc.

and Patrick Smith

Certara, Inc.

2020 Incentive Plan

Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc.

2020 Incentive Plan)

10-K 001-39799 10.12 3/1/2023

10.14* Amended and Restated Employment Agreement dated as of November 7, 2023 between the Company and John E.

10-Q 001-39799 10.1 11/08/2023

10.15 Form of Exchange Acknowledgement and Agreement

S-1/A 333-250182 10.19 12/03/2020

10.16 Form of Stock Restriction Agreement *

S-1/A 333-250182 10.20 12/03/2020

10.17 Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc.

2020 Incentive Plan)

10-K 001-39799 10.14 3-15-2021

10.18 Certara, Inc.

2020 Incentive Plan

S-1/A 333-250182 10.18 11/25/2020

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10.19 Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc.

2020 Incentive Plan

10-Q 001-39799 10.1 5/7/2021

10.20 2022 Amended and Restated Form of PSU Grant Award Agreement**

10-Q 333-250182 10.2 5/8/2023

10.21 F orm of PSU Grant and Award Agreement (2023 Grants) **

10-Q 001-39799 10.3 5/8/2023

10.22 Certara, Inc.

2020 Employee Stock Purchase Plan

S-1/A 333-250182 10.21 11/25/2020

10.23 Certara, Inc.

Directors Deferral Plan *

Employment Agreement, dated September 26, 2018 between Certara UK Limited and Robert Aspbury

Employment Agreement, dated January 23, 2019, by and between EQT Certara USA, Inc.

and Justin Edge

10-K 001-39799 10.18 3/15/2021

10.24 Letter Agreement Dated as of November 3, 2022, by and among Certara, Inc.

and Arsenal Saturn Holdings LP.

8-K 001-39799 10.1 11/7/2022

10.25 Stockholders Agreement, dated as of November 3, 2022, by and among Certara, Inc.

and the other parties thereto

8-K 001-39799 10.2 11/7/2022

10.26 Registration Rights Agreement, dated as of November 3, 2022, by and among Certara, Inc.

and the other parties thereto

Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc.

2020 Incentive Plan

8-K 001-39799 10.3 11/7/2022

10.27 LIBOR Transition Amendment.

10-Q 001-39799 10.1 8/9/2023

10.28 Clawback Policy Effective December 1, 2023 *

16.1 Letter from CohnReznick LLP to the Securities and Exchange Commission, dated March 30, 2022

8-K 001-39799 16.1 3/30/2022

21.1 Subsidiaries of the Registrant

6 unchanged sentences

32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

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XBRL Taxonomy Extension Presentation Linkbase Document

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

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101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

5 unchanged sentences

Form 10-K Summary.

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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.

March 1, 2023

February 29, 2024

/s/ WILLIAM F.

1 unchanged sentence

(Principal Executive Officer)

March 1, 2023

Andrew Schemick

February 29, 2024

GALLAGHER III

Gallagher III

Chief Financial Officer

1 unchanged sentence

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William F.

Andrew Schemick and Richard M.

Feehery, John E.

Gallagher III 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 DATE

/s/ WILLIAM F.

Chief Executive Officer and Director

(Principal Executive Officer)

Andrew Schemick

Chief Financial Officer

Andrew Schemick

(Principal Financial Officer and Principal Accounting Officer)

/s/ Eran Broshy

/s/ Cynthia Collins

FEEHERY Chief Executive Officer and Director February 29, 2024

Feehery (Principal Executive Officer)

GALLAGHER III Senior Vice President and February 29, 2024

Gallagher III Chief Financial Officer

(Principal Financial Officer

and Principal Accounting Officer)

/s/ JAMES CASHMAN III Chairman February 29, 2024

/s/ ERAN BROSHY Director February 29, 2024

/s/ CYNTHIA COLLINS Director February 29, 2024

Cynthia Collins

/s/ Rose Crane

/s/ Nancy Killefer

/s/ ROSEMARY CRANE Director February 29, 2024

/s/ NANCY KILLEFER Director February 29, 2024

Nancy Killefer

/s/ Stephen McLean

/s/ STEPHEN MCLEAN Director February 29, 2024

Stephen McLean

/s/ David Spaight

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/s/ DAVID SPAIGHT Director February 29, 2024

David Spaight

/s/ Matthew Walsh

/s/ MATTHEW WALSH Director February 29, 2024

Matthew Walsh

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 9A. Controls and Procedures