Item 5. Other Information
Item 5. Other Information
Trading Plans
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.
During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading plan.
Adoption of Second Amended and Restated Bylaws
On August 5, 2025, our Board of Directors approved an amendment and restatement of our Bylaws, effective August 5 2025, primarily to (i) add procedural and informational requirements for stockholders that intend to use the rule pertaining to universal proxy cards set forth in Rule 14a-19 of the Exchange Act (the “Universal Proxy Rule”) and (ii) make other administrative changes primarily to reflect recent Delaware law developments, in each case as further described below.
Advance Notice Amendments: The advance notice amendments require stockholders to make certain representations to the Company, certify compliance with the Universal Proxy Rule, and submit nominee questionnaires to the Secretary of the Company.
Administrative Amendments: Our Board of Directors also approved certain administrative amendments to the Bylaws to conform the provisions related to (i) notices of adjournments, including with respect to remote meetings of stockholders, and (ii) stockholder lists, in each case to updated Delaware law provisions. In addition, these administrative amendments provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which color is reserved for the exclusive use by the Board. Finally, the administrative amendments also included conforming references from a nonoperative stockholders agreement to the operative stockholders agreement between the Company and affiliates of Arsenal Capital Partners.
The foregoing description is qualified in its entirety by reference to the Second Amended and Restated Bylaws, which are filed hereto as Exhibit 3.3 and incorporated herein by reference.
55
Item 6. Exhibits
See Exhibit Index.
EXHIBIT INDEX
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 001-39799 2.1 8/05/2021
3.1 Amended and Restated Certificate of Incorporation of Certara, Inc.
S-8 333-251368 4.1 12/15/2020
3.2 Certificate of Correction to Amended and Restated Certificate of Incorporation of Certara, Inc.
10-K 001-39799 3.2 2/26/2025
3.3 Second Amended and Restated Bylaws of Certara, Inc.
10.1 Amendment No. 1 to the Letter Agreement, dated April 14, 2025, by and among Certara, Inc. and Arsenal Saturn Holdings LP.
8 - K 001-39799 10.1 4/14/2025
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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)
___________________________________
+ This certification is deemed not filed for purpose 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.
56
SIGNATURES
Pursuant to the requirements 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: August 6, 2025
By: /s/ William F. Feehery
Name: William F. Feehery
Title: Chief Executive Officer
(Principal Executive Officer)
Date: August 6, 2025
By: /s/ John E. Gallagher III
Name: John E. Gallagher III
Title: Chief Financial Officer
(Principal Financial Officer)
57
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.