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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”).
−Removed: 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 effective at the reasonable assurance level to ensure that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: 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 effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that the information required to be disclosed in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Consistent with guidance issued by the SEC that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of Chemaxon from its evaluation of the effectiveness of the Company's disclosure controls and procedures.
+Added: The Company completed the acquisition of Chemaxon on October 1, 2024.
+Added: Chemaxon, which is included in the 2024 consolidated financial statements of the Company, constituted approximately 6% of the Company's consolidated total assets and 2% of revenues for the year then ended.
Management’s Annual Report on Internal Control over Financial Reporting
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Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: 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.
−Removed: The report of RSM US LLP is included under Item 8 of this Report.
+Added: Based on this evaluation, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
+Added: As reported above, on October 1, 2024, the Company completed the acquisition of Chemaxon.
+Added: As a result, the Company is currently integrating Chemaxon’s operations into its overall system of internal control over financial reporting and, if necessary, will make appropriate changes as it integrates Chemaxon into the
+Added: Company's overall internal control over financial reporting process.
+Added: Chemaxon, which is included in the 2024 consolidated financial statements of the Company, constituted approximately 6% of the Company's consolidated total assets and 2% of revenues for the year then ended.
+Added: Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Chemaxon.
+Added: RSM US LLP, the independent registered public accounting firm that audited our consolidated financial statements as of and for the year ended December 31, 2024 included in this Annual Report, has also audited the effectiveness of Certara’s internal control over financial reporting as of December 31, 2024 and has issued an attestation report on such internal control over financial reporting.
+Added: The report of RSM US LLP is included under Item 8 of this Annual Report.
Changes in Internal Control over Financial Reporting
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Other Information.
+Added: (a) On February 25, 2025, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of correction (the “Certificate of Correction”) to its Amended and Restated Certificate of Incorporation, dated May 29, 2024 (the “2024 A&R Charter”).
+Added: As previously disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2024, the Company’s stockholders voted at the Company’s 2024 Annual Meeting of Stockholders on May 21, 2024 to approve two separate proposals to amend (the “Amendment Proposals”) the Company’s Amended and Restated Certificate of Incorporation, dated December 15, 2020 (the “2020 A&R Charter”).
+Added: The Amendment Proposals were described in Proposal 2A and Proposal 2B in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders filed with the SEC on April 10, 2024 (the “2024 Proxy Statement”).
+Added: Accordingly, the Company filed the Certificate of Correction with the Delaware Secretary of State to void the 2024 A&R Charter and nullify the changes that were made through such filing.
+Added: As a result, upon the effectiveness of the Certificate of Correction, the 2020 A&R Charter filed with the SEC on December 15, 2020 remains unchanged and in effect.
+Added: The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is attached as Exhibit 3.2 to this Annual Report and incorporated herein by reference.
(b) Director and Officer 10b5-1 Trading Arrangements
−Removed: T able of Contents
−Removed: 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.
−Removed: 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.
−Removed: On November 20, 2023 , Patrick F.
−Removed: Smith , President , Certara Drug Development Solutions, adopted a Rule 10b5-1 trading plan.
−Removed: 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.
+Added: Our directors and officers may adopt written plans, referred to as Rule 10b5-1 plans, in which they arrange with a broker to buy or sell our common stock on a periodic basis.
+Added: Under a Rule 10b5-1 plan, the broker executes trades based on parameters established by the director or officer when the plan is created, , without further input from them.
+Added: These plans are intended to meet the affirmative defense requirements of Rule 10b5-1(c) under the Exchange Act.
+Added: For the three months ended December 31, 2024, no director or officer of the Company initiated or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
Not Applicable
−Removed: T able of Contents
Directors, Executive Officers and Corporate Governance.
−Removed: 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.
−Removed: The Code of Conduct is available on our website, www.certara.com.
+Added: We have adopted a Code of Conduct (the “Code of Conduct”) applicable to all employees, executive officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions) 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.
+Added: The Code of Conduct is available on our website, certara.gcs-web.com/corporate-governance/documents-charters.
The information available on or through our website is not part of this Annual Report.
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The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
−Removed: T able of Contents
Exhibits, Financial Statement Schedules.
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S-8 333-251368 4.1 12/15/2020
−Removed: 3.2 Amended and Restated Bylaws of Certara, Inc.
−Removed: S-8 333-251368 4.2 12/15/2020
+Added: Certificate of Correction to Amended and Restated Certificate of Incorporation of Certara, Inc.
4.1 Form of Stock Certificate for Common Stock
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S-1/A 333-250182 10.4 11/18/2020
−Removed: T able of Contents
10.3 Second Amendment, dated as of April 3, 2018, to the Credit Agreement, among Certara Holdings, Inc.
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8-K 001-39799 10.1 6/22/2021
+Added: 10.5 LIBOR Transition Amendment.
+Added: 10-Q 001-39799 10.1 8/9/2023
+Added: 10.6 Fifth Amendment, dated as of June 26, 2024, to the Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc.
+Added: 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.
+Added: 8-K 001-39799 10.1 6/26/2024
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
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10-K 001-39799 10.12 3/15/2021
−Removed: 10.12* Employment Agreement Dated as of July 11, 2014, between Certara USA, Inc.
−Removed: Andrew Schmick .*
−Removed: 10-K 001-39799 10.11 3/15/2021
10.14* Employment Agreement, dated as of September 2, 2016, between D3 MEDICINE LLC, Certara USA, Inc.
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S-1/A 333-250182 10.18 11/25/2020
−Removed: T able of Contents
10.20** Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc.
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10-Q 001-39799 10.2 5/8/2023
−Removed: 10.21 F orm of PSU Grant and Award Agreement (2023 Grants) **
+Added: 10.22** Form of 2023 Performance Stock Unit Grant and Award Agreement*
10-Q 001-39799 10.3 5/8/2023
+Added: 10.23** Form of 2024 Performance Stock Unit Grant Agreement*
+Added: 10-Q 001-39799 10.1 5/7/2024
10.24* Certara, Inc.
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8-K 001-39799 10.3 11/7/2022
−Removed: 10.27 LIBOR Transition Amendment.
−Removed: 10-Q 001-39799 10.1 8/9/2023
−Removed: 10.28 Clawback Policy Effective December 1, 2023 *
−Removed: 16.1 Letter from CohnReznick LLP to the Securities and Exchange Commission, dated March 30, 2022
−Removed: 8-K 001-39799 16.1 3/30/2022
+Added: Insider Trading Policy *
Subsidiaries of the Registrant
−Removed: 23.1 Consent of CohnReznick LLP
Consent of RSM US LLP
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32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
+Added: 97.10 Clawback Policy Effective December 1, 2023
+Added: 10-K 001-39799 10.28 2/29/2024
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
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101.LAB XBRL Taxonomy Extension Label Linkbase Document
−Removed: T able of Contents
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
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* Management contract or compensatory plan or arrangement.
−Removed: + 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.
** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
+Added: + 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 filings under the Securities Act or the Exchange Act.
+Added: Filed herewith.
Form 10-K Summary.
−Removed: T able of Contents
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.
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Gallagher III
+Added: Senior Vice President
Chief Financial Officer
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Feehery, John E.
−Removed: Gallagher III and Richard M.
−Removed: 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.
+Added: Gallagher III and Daniel Corcoran 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.
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and Principal Accounting Officer)
−Removed: /s/ JAMES CASHMAN III Chairman February 29, 2024
+Added: CASHMAN III Chairman February 26, 2025
/s/ ERAN BROSHY Director February 26, 2025
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/s/ ROSEMARY CRANE Director February 26, 2025
+Added: Rosemary Crane
/s/ NANCY KILLEFER Director February 26, 2025
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Stephen McLean
−Removed: T able of Contents
+Added: /s/ JOHN REYNDERS Director February 26, 2025
+Added: John Reynders
/s/ DAVID SPAIGHT Director February 26, 2025
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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.