CERT / Certara, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Second Amended and Restated Bylaws of Certara, Inc.

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF CERTARA, INC. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other places in the United St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

Certara Reports Second Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance

Exhibit 99.1 Certara Reports Second Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance RADNOR, PA— August 6, 2025- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the second quarter of fiscal year 2025. Second Quarter Highlights: • Revenue was $104.6 million, compared to $93.3 million in the second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Certara Reports First Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance

Exhibit 99.1 Certara Reports First Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance RADNOR, PA— May 5, 2025- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the first quarter of fiscal year 2025. First Quarter Highlights: • Revenue was $106.0 million, compared to $96.7 million in the first quarter

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment No. 1 to the Letter Agreement, dated April 14, 2025, by and among Certara, Inc. and Arsenal Saturn Holdings LP.

Amendment No. 1 to the Letter Agreement This Amendment No. 1 to the Letter Agreement (this “Amendment No. 1”), dated as of April 14, 2025, is made by and among Certara, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), and Arsenal Saturn Holdings LP, a Delaware limited partnership (the “Arsenal Party”), and amends that certain Letter Agreement, dated

Certara Reports Preliminary First Quarter 2025 Financial Results; Announces $100 Million Share Repurchase Authorization Reiterates Full-Year 2025 Guidance Arsenal Capital Partners agrees to a one-year lock-up

Exhibit 99.1 Certara Reports Preliminary First Quarter 2025 Financial Results; Announces $100 Million Share Repurchase Authorization Reiterates Full-Year 2025 Guidance Arsenal Capital Partners agrees to a one-year lock-up RADNOR, PA — April 14, 2025 - Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today announced expected revenue and bookings for the first quarte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Certara Reports Fourth Quarter 2024 Financial Results Issues Full Year 2025 Financial Guidance

Exhibit 99.1 Certara Reports Fourth Quarter 2024 Financial Results Issues Full Year 2025 Financial Guidance RADNOR, PA - February 26, 2025 - Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the fourth quarter and full year 2024. Fourth Quarter Highlights: •Revenue was $100.4 million, compared to $88.0 million in the fourth q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39

Power of Attorney (included in the signature page to this Annual Report)

EXHIBIT 24.1 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: February 26, 2025 By: /s/ WILLIAM F. FEEHERY Name: William F. Feehery Title: Chief Executive Officer (Principal Executive Officer) Date: February 2

Certificate of Correction to Amended and Restated Certificate of Incorporation of Certara, Inc.

Exhibit 3.2 CERTIFICATE OF CORRECTION TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERTARA, INC. Certara, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the Corporation is Certara, Inc. 2. An Amended and Restated Certificate of Incorporation of the Corpora

Insider Trading Policy

Exhibit 19.01 CERTARA, INC. INSIDER TRADING POLICY This Insider Trading Policy (“Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 Statement of Policy 4.0 Certain Exceptions 5.0 Pre-clearance of Trades and Other Procedures 6.0 10b5-1 Trading Plans/Margin Accounts and Pledges/Short Sales 7.0 Potential Criminal and Civil Liability and/or Disciplinary Action 8.0 Broker Require

Subsidiaries of the Registrant

Exhibit 21.1 Certara, Inc. Subsidiaries Subsidiary State/Jurisdiction of Formation Analytica LA-SER International, Inc. Delaware Applied BioMath, LLC Delaware BaseCase, Inc. Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Brasil Software Ltda. Brazil Certara Canada Corporation Canada Certara France S.a.r.l. France Certara Germany GmbH Germany Certara G.K. Ja

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Nu

Certara Reports Preliminary Fourth Quarter and Full Year 2024 Financial Results Full-Year 2024 Revenue of $384.4 million, Bookings of $445.3 million Confirms Adjusted EBITDA within Guidance Range of $120 million to $124 million

Certara Reports Preliminary Fourth Quarter and Full Year 2024 Financial Results Full-Year 2024 Revenue of $384.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

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December 16, 2024 Amanda Kim Stephen Krikorian Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Certara Reports Third Quarter 2024 Financial Results Updates Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports Third Quarter 2024 Financial Results Updates Full Year 2024 Financial Guidance RADNOR, PA — November 6, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the third quarter of fiscal year 2024. Third Quarter Highlights: •Revenue was $94.8 million, compared to $85.6 million in the third quarte

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Certara Reports Second Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports Second Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance RADNOR, PA — August 6, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the second quarter of fiscal year 2024. Second Quarter Highlights: • Revenue was $93.3 million, compared to $90.5 million in the second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

Amended and Restated Certificate of Incorporation of Certara, Inc.

Exhibit 3.1 Amended and Restated Certificate of Incorporation of Certara, Inc. * * * * * * * The present name of the corporation is Certara, Inc. (the “Corporation”). The Corporation was incorporated under the name “EQT Avatar Topco, Inc.” by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 27, 2017. This Amended and

Amended and Restated Bylaws of Certara, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CERTARA, INC. * * * * * ARTICLE I Offices SECTION 1.01       Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other pla

Amended and Restated Bylaws of Certara, Inc. (marked to show changes from the prior version)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CERTARA, INC. * * * * * ARTICLE I Offices SECTION 1.01       Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other pla

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Certara to Acquire Chemaxon to Strengthen Drug Discovery Software Portfolio Combined organization brings broader predictive capabilities to drug discovery at scale Reiterates full year 2024 guidance

Exhibit 99.1 Certara to Acquire Chemaxon to Strengthen Drug Discovery Software Portfolio Combined organization brings broader predictive capabilities to drug discovery at scale Reiterates full year 2024 guidance Radnor, PA – July 9, 2024 - Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today announced it has signed a definitive agreement to acquire Chemaxon, a le

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

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. 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.

Exhibit 10.1 [EXECUTION VERSION]      FIFTH AMENDMENT, dated as of June 26, 2024 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018, by the Second Amendment thereto, dated as of April 3, 2018, by the Third Amendment thereto, dated as of June 17, 2021, by the LIBOR Transition Amendment thereto, dated as of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Certara Reports First Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports First Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance PRINCETON, N.J.— May 7, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the first quarter of fiscal year 2024. First Quarter Highlights: • Revenue was $96.7 million, compared to $90.3 million in the first quarter of 2023, repr

Exhibit 10.1 - 2024 PSU Grant Agreement

Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Subsidiaries of the Registrant

Exhibit 21.1 Certara, Inc. Subsidiaries Subsidiary State/Jurisdiction of Formation Analytica LA-SER International, Inc. Delaware BaseCase, Inc. Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Canada Corporation Canada Certara France S.a.r.l. France Certara Germany GmbH Germany Certara G.K. Japan Certara Holdco, Inc. Delaware Certara Holding, Inc. Delaware Ce

Certara Reports Fourth Quarter 2023 Financial Results Provides Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports Fourth Quarter 2023 Financial Results Provides Full Year 2024 Financial Guidance PRINCETON, N.J.— February 29, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the fourth quarter of fiscal year 2023. Fourth Quarter Highlights: •Revenue was $88.0 million, compared to $86.6 million in the fourth quarter of 202

Power of Attorney (included in the signature page to this Annual Report)

EXHIBIT 24.1 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: February 29, 2024 By: /s/ WILLIAM F. FEEHERY Name: William F. Feehery Title: Chief Executive Officer (Principal Executive Officer) Date: February 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

Clawback Policy Effective December 1, 2023

Exhibit 10.30 CERTARA, INC. INCENTIVE COMPENSATION CLAWBACK POLICY A.INTRODUCTION In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”) andSection 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (“Rule 10D-1”), the Board of Directors (the “Board”) of Certara, Inc. (the “Company”) has adopted this Incentive Compensation Cl

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Nu

CERT / Certara, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0575-certarainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Certara Inc Title of Class of Securities: Common Stock CUSIP Number: 15687V109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pur

Certara Reports Third Quarter 2023 Financial Results Reiterates Full Year 2023 Financial Guidance

Exhibit 99.1 Certara Reports Third Quarter 2023 Financial Results Reiterates Full Year 2023 Financial Guidance PRINCETON, N.J.— November 8, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the third quarter of fiscal year 2023. Third Quarter Highlights: •Revenue was $85.6 million, compared to $84.7 million in the third quarter of 2022,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

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

EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of November, 2023, by and between Certara, Inc., a Delaware corporation (the “Company”) and John Gallagher (the “Executive”). W I T N E S S E T H : WHEREAS, the Company and Executive entered into an Employment Agreement, dated February

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

LIBOR Transition Amendment.

certara-libortransitiona [EXECUTION VERSION] [[6072300]] LIBOR TRANSITION AMENDMENT THIS LIBOR TRANSITION AMENDMENT (this “Agreement”), dated as of June 26, 2023 (the “Amendment Effective Date”), is entered into among CERTARA HOLDCO, INC.

Certara Reports Second Quarter 2023 Financial Results Provides Update to Full Year 2023 Financial Guidance

Exhibit 99.1 Certara Reports Second Quarter 2023 Financial Results Provides Update to Full Year 2023 Financial Guidance PRINCETON, N.J.— August 9, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the second quarter of fiscal year 2023. Second Quarter Highlights: •Revenue was $90.5 million, compared to $82.8 million in the second quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

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

Exhibit 10.2 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Plan, as it may be amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Certara Reports First Quarter 2023 Financial Results Reiterates 2023 Financial Guidance

Exhibit 99.1 Certara Reports First Quarter 2023 Financial Results Reiterates 2023 Financial Guidance PRINCETON, N.J.— May 8, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the first quarter of fiscal year 2023. First Quarter Highlights: ● Revenue was $90.3 million, compared to $81.6 million in the first quarter of 2022, representing g

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

Exhibit 10.3 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Plan, as it may be amend

Employment agreement, dated February 26, 2023 between Certara Inc. and John Gallagher

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of February, 2023, by and between Certara, Inc., a Delaware corporation (the “Company”) and John Gallagher (the “Executive”). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

CERTARA ANNOUNCES TRANSITION PLAN FOR CHIEF FINANCIAL OFFICER

Exhibit 99.1 CERTARA ANNOUNCES TRANSITION PLAN FOR CHIEF FINANCIAL OFFICER PRINCETON, N.J. – March 1, 2023 – Certara, Inc. (Nasdaq: CERT), announced today that John Gallagher will succeed Andrew Schemick as Chief Financial Officer, effective April 1, 2023. Mr. Schemick will transition into a newly created position as Senior Vice President, Corporate Operations and Integration, and he will be focus

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation or Organization Analytica LA-SER International, Inc. Delaware ANSER Europe Limited United Kingdom AUTHOR! et al, B.V. Netherlands BaseCase, Inc. Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Canada Corporation Canada Certara Coöperatief U.A. Netherlands Certara France S.a.

Employment Agreement, dated as of September 2, 2016, between D3 MEDICINE LLC, Certara USA, Inc. and Patrick Smith

Exhibit. 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of September 2, 2016 (the “Effective Date”), between D3 MEDICINE LLC (the “Company”), and Patrick Smith (the “Executive”). WHEREAS, the Company has entered into the Membership Interest Purchase Agreement, dated as of September 2, 2016 (the “Purchase Agreement”) among Certara USA, Inc., the Company and the Sellers listed on Exhibit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Certara Reports Fourth Quarter and Full Year 2022 Financial Results Annual Revenue Grows 17% on a Reported Basis and 20% at Constant Currency

Exhibit 99.1 Certara Reports Fourth Quarter and Full Year 2022 Financial Results Annual Revenue Grows 17% on a Reported Basis and 20% at Constant Currency PRINCETON, N.J.— March 1, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the fourth quarter and full year of 2022 and issued guidance for 2023. Fourth Quarter Highlights: ● Revenue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

CERT / Certara Inc / EQT Avatar Parent L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236049d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a

CERT / Certara Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0552-certarainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Certara Inc. Title of Class of Securities: Common Stock CUSIP Number: 15687V109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): December 23, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Co

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree and acknowledge that the information required by this Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.

CERT / Certara Inc / ARSENAL CAPITAL PARTNERS III LP - SC 13D Activist Investment

SC 13D 1 d428627dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ) Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Se

PURCHASE AGREEMENT

EX-2 Exhibit 2 Execution Version PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2022, by and among Arsenal Saturn Holdings LP (the “Purchaser”) and EQT Avatar Parent L.

Certara Announces the Completion of Arsenal Capital Partners’ Investment and the Appointment of David Spaight to the Board of Directors Arsenal closed the previously announced $449M stock purchase from funds controlled by EQT Private Equity

Exhibit 99.1 Certara Announces the Completion of Arsenal Capital Partners? Investment and the Appointment of David Spaight to the Board of Directors Arsenal closed the previously announced $449M stock purchase from funds controlled by EQT Private Equity PRINCETON, N.J.? December 8, 2022 ? Certara, Inc. (Nasdaq: CERT) today announced that Arsenal Capital Partners (?Arsenal?), a private equity firm

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Certara, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Stockholders Agreement, dated as of November 3, 2022, by and among Certara, Inc. and the other parties thereto

Exhibit 10.2 Execution Version CERTARA, INC. STOCKHOLDERS AGREEMENT Dated as of November 3, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Matters of Construction 1 1.2 Definitions 2 ARTICLE II COVENANTS AND CONDITIONS 5 2.1 Corporate Governance 5 2.2 Confidentiality 8 ARTICLE III MISCELLANEOUS 9 3.1 Remedies 9 3.2 Entire Agreement; Amendment 9 3.3 Severability 9 3.4 Notices 10 3.

Arsenal Capital Partners Increases Investment in Global Biosimulation Leader Certara with $449M Stock Purchase Arsenal will acquire approximately 30M shares at $15 per share from funds controlled by EQT Private Equity and agrees to two-year lock-up o

Exhibit 99.1 Arsenal Capital Partners Increases Investment in Global Biosimulation Leader Certara with $449M Stock Purchase Arsenal will acquire approximately 30M shares at $15 per share from funds controlled by EQT Private Equity and agrees to two-year lock-up on sale of shares PRINCETON, N.J.? November 7, 2022 - Certara, Inc. (Nasdaq: CERT) today announced that Arsenal Capital Partners (?Arsenal

Letter Agreement Dated as of November 3, 2022, by and among Certara, Inc. and Arsenal Saturn Holdings LP.

Exhibit 10.1 Execution Version Certara, Inc. 100 Overlook Center, Suite 101 Princeton, NJ 08540 November 3, 2022 Ladies & Gentlemen: Each of Certara, Inc., a Delaware corporation (together with its successors and permitted assigned, the ?Company? or ?Certara?), and Arsenal Saturn Holdings LP (the ?Arsenal Party?), make reference to: (i) that certain Stockholders Agreement (as amended, modified or

Registration Rights Agreement, dated as of November 3, 2022, by and among Certara, Inc. and the other parties thereto

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO Dated as of November 3, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01. Defined Terms 1 Section 1.02. Other Interpretive Provisions 6 Article II REGISTRATION RIGHTS 7 Section 2.01. Demand Registration 7 Section 2.02. Shelf Registration 9 Section 2.03. Piggyback Registrat

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorpora

Certara Reports Third Quarter 2022 Financial Results Biosimulation software and services fuel third quarter growth

Exhibit 99.1 Certara Reports Third Quarter 2022 Financial Results Biosimulation software and services fuel third quarter growth PRINCETON, N.J.— November 7, 2022- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the third quarter of fiscal year 2022 and reiterated its full year guidance. Third Quarter Highlights: ● Revenue was $84.7 million,

Underwriting Agreement, dated as of August 11, 2022, by and among Certara, Inc., the Selling Stockholders and Morgan Stanley & Co. LLC

Exhibit 1.1 Execution Version 7,000,000 Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT August 11, 2022 Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 Ladies and Gentlemen: Introductory. The stockholders of Certara, Inc., a Delaware corporation (the ?Company?), named in Schedule B hereto (collectively, the ?Selling Stockholders?) severally propose to sell to the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 12, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Comm

7,000,000 Shares Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(7)? ?Registration No. 333-265084? PROSPECTUS SUPPLEMENT (To Prospectus dated May 19, 2022) 7,000,000 Shares Common Stock ? The selling stockholders named in this prospectus supplement are offering 7,000,000 shares of common stock of Certara, Inc. We will not receive any proceeds from the sale of our common stock by the selling stockholders. Our comm

EX-FILING FEES

Exhibit 107 The prospectus to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate amount of securities to which the prospectus relates is 43,664,168 shares of common stock.

Certara Announces Secondary Offering

Filed pursuant to Rule 433 Registration File No. 333-265084 Supplementing the Prospectus dated May 19, 2022 Certara Announces Secondary Offering Princeton, N.J., August 11, 2022 ? Certara, Inc. (Nasdaq: CERT) (?Certara?), a global leader in biosimulation, today announced the sale by certain stockholders (the ?Selling Stockholders?), including EQT Avatar Parent L.P., in an underwritten secondary of

Certara Reports Second Quarter 2022 Financial Results Biosimulation software and services fuel second quarter growth

Exhibit 99.1 Certara Reports Second Quarter 2022 Financial Results Biosimulation software and services fuel second quarter growth PRINCETON, N.J.?August 9, 2022- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the second quarter of fiscal year 2022 and adjusted its full year guidance. Second Quarter Highlights: ? Revenue was $82.8 million, c

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 9, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): July 21, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): July 11, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

Submission of Matters to a Vote of Security Holders

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 17, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commiss

Filing Fee Table

EX-FILING FEES 4 tm2215627d2exfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CERTARA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate

As filed with the Securities and Exchange Commission on May 19, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 19, 2022.

Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc. 2020 Incentive Plan

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?) set forth below. The Per

Certara Reports First Quarter 2022 Financial Results

Exhibit 99.1 Certara Reports First Quarter 2022 Financial Results PRINCETON, N.J.?May 5, 2022- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the first quarter of fiscal year 2022. First Quarter Highlights: ? Revenue was $81.6 million, compared to $66.7 million in the first quarter of 2021, representing growth of 22% over the first quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 5, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm223654d3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

DEF 14A 1 tm223654-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒                  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confiden

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): April 5, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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

Exhibit 16.1 March 30, 2022 ? Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 ? We have read Item 4.01 of Form 8-K dated March 30, 2022 of Certara, Inc. (the Company) and are in agreement with the statements contained in the second, third and fifth paragraphs therein. We have no basis to agree or disagree with the statements in the first and fourth paragraphs. ? Regardi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): March 24, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commi

Certara Reports Fourth Quarter and Full Year 2021 Financial Results

Exhibit 99.1 Certara Reports Fourth Quarter and Full Year 2021 Financial Results PRINCETON, N.J.?March 1, 2022- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the fourth quarter and full year of 2021 and updated guidance for 2022. Fourth Quarter Highlights: ? Revenue was $75.3 million, compared to $64.6 million in the fourth quarter of 2020

Description of Certara, Inc.’s Securities

Exhibit 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Description of Capital Stock As of December 31, 2020, Certara, Inc., a Delaware corporation (the ?Company,? ?we,? ?our,? or ?us?), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share. The follo

Subsidiaries of the Registrant

Exhibit 21.1 ? Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization ? Analytica LA-SER International, Inc. Delaware Certara Canada Corporation Canada Certara Germany GmbH Germany Certara Holdco, Inc. Delaware Certara G.K. Japan Certara, L.P. - Sucursal em Portugal Portugal Certara Netherlands B.V. Netherlands Certara S.a.r.l. Luxembourg Certara UK Limited

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

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

? ? Simcyp ? ? 26th September 2018. ? Dr Robert Aspbury, Low House Farm, Timble, Otley. North Yorkshire. LS21 2NN ? Dear Rob, ? Further to recent discussions, we would like to confirm our offer of employment with regard to a position with Certara UK Ltd - Simcyp Division (The "Company") and the details below set out the particulars of your employment that are required to be given to you under the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Registration Rights Agreement, dated as of December 10, 2020 by and among Certara, Inc. and the other parties named therein

Exhibit 10.2 ? ? ? AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO ? Dated as of December 10, 2020 ? ? ? ? ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? ? Page ? ? ARTICLE I DEFINITIONS 1 ? ? SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 7 ? ? ? ARTICLE II REGISTRATION RIGHTS 7 ? ? SECTION 2.01. Demand Registration 7 SECTION 2.

CERT / Certara Inc / EQT Avatar Parent L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

CERT / Certara Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Certara Inc. Title of Class of Securities: Common Stock CUSIP Number: 15687V109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1

10,000,000 Shares COMMON STOCK

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ??Registration No. 333-261082? PROSPECTUS 10,000,000 Shares COMMON STOCK ? This is a public offering of shares of common stock of Certara, Inc. The selling stockholders are selling 10,000,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed and traded on The

Form of Underwriting Agreement

Exhibit 1.1 [ l ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT November [ l ], 2021 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. The stockholders of Ce

As filed with to the Securities and Exchange Commission on November 15, 2021

TABLE OF CONTENTS As filed with to the Securities and Exchange Commission on November 15, 2021 Registration No.

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002

CORRESP 1 filename1.htm Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address [email protected] via edgar November 15, 2021 Re: Acceleration Request for Certara, Inc. Registration Statement on Form S-1 (File No. 333-261082) Securities and Exchange Commission Division of Corpo

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on November 9, 2021 This draft registration statement has not been publicly filed with the Securities and Exch

DRS 1 filename1.htm TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on November 9, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED STA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certara Reports Third Quarter 2021 Financial Results Raises full year 2021 guidance, reflecting strong revenue growth and the acquisition of Pinnacle 21

Exhibit 99.1 Certara Reports Third Quarter 2021 Financial Results Raises full year 2021 guidance, reflecting strong revenue growth and the acquisition of Pinnacle 21 PRINCETON, N.J.?November 9, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the third quarter of fiscal year 2021. Highlights: ? Revenue was $73.9 million, compared to $60

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

Certara Completes Acquisition of Pinnacle 21 Complementary technologies accelerate and help assure success in the drug development process

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Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporat

CERT / Certara Inc / ARSENAL CAPITAL GROUP LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Certara, Inc. (Name of Issuer) Common Stock, $0.01 par value (Titles of Class of Securities) 15687V109 (CUSIP Number) September 13, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

20,000,000 Shares COMMON STOCK

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-259279? PROSPECTUS 20,000,000 Shares COMMON STOCK ? This is a public offering of shares of common stock of Certara, Inc. We are selling 4,500,000 shares of our common stock and the selling stockholders are selling 15,500,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling sto

2475 Hanover Street Palo Alto, CA 94304

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address wbrentani@stblaw.

Form of Underwriting Agreement

Exhibit 1.1 [ l ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT September [ l ], 2021 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. Certara, Inc., a Dela

As filed with the Securities and Exchange Commission on September 3, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 3, 2021 Registration No.

Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?) set forth below. The Per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CERTARA, INC., PUMA MERGER SUB, LLC, PINNACLE 21, LLC and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Equityholder Representative Dated as of August 2, 2021 This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to create, and will not be deemed to create, a legal

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporati

Certara Reports Second Quarter 2021 Financial Results Raises full year 2021 guidance and announces deal to acquire Pinnacle 21

Exhibit 99.1 Certara Reports Second Quarter 2021 Financial Results Raises full year 2021 guidance and announces deal to acquire Pinnacle 21 PRINCETON, N.J.?August 5, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the second quarter of fiscal year 2021. Highlights: ? Revenue was $70.1 million, representing growth of 15% over the second

Certara to Acquire Pinnacle 21, a Leader in Data Standardization Software for Pharmaceutical Clinical Data Transaction expected to be accretive to Certara’s revenue, revenue growth and adjusted EBITDA margin

Exhibit 99.1 Certara to Acquire Pinnacle 21, a Leader in Data Standardization Software for Pharmaceutical Clinical Data Transaction expected to be accretive to Certara?s revenue, revenue growth and adjusted EBITDA margin Princeton, N.J., August 5, 2021 ? Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today announced it has signed a definitive agreement to acquire Pinnacle 21 for $

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 5, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commi

JOINT FILING AGREEMENT

CUSIP No. 15687V109 SCHEDULE 13G Page 8 of 8 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated July 27, 2021 (the ?Schedule 13G?), with respect to the Common Stock, par value $0.01 per share, of Certara, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchan

CERT / Certara Inc / Mubadala Investment Co PJSC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Certara, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Mubadala Invests in Global Biosimulation Leader Certara

EX-99.1 2 tm2123444d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mubadala Invests in Global Biosimulation Leader Certara Princeton, N.J., July 27, 2021: Certara (NASDAQ: CERT), a global leader in biosimulation, today announced that Mubadala Investment Company (Mubadala) has made an approximately $250 million investment in Certara. The investment aligns with Mubadala’s strategy of enabling innovation to a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): July 15, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

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

EXECUTION VERSION ? ? THIRD AMENDMENT, dated as of June 17, 2021 (this ?Agreement?), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018, and by the Second Amendment thereto, dated as of April 3, 2018, and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the ?Credit Agreement?), among Certara Holdings Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporation

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on May 7, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange

TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on May 7, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-??????? ? ? UNITED STATES SECURITIES AND E

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc. 2020 Incentive Plan

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?) set forth below. The Per

Certara Reports First Quarter 2021 Financial Results and Updates Full Year 2021 Guidance

Exhibit 99.1 Certara Reports First Quarter 2021 Financial Results and Updates Full Year 2021 Guidance ? PRINCETON, N.J.?May. 6, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the first quarter of fiscal year 2021. Highlights: ? Revenue was $66.7 million, representing growth of 16% over the first quarter of 2020. ? Net income was $1.1

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 6, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commissi

- DEFA14A

DEFA14A 1 tm2112172d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒                  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ????????? ??? ???? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only

10,000,000 Shares COMMON STOCK

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-254575? PROSPECTUS 10,000,000 Shares COMMON STOCK ? This is a public offering of shares of common stock of Certara, Inc. The selling stockholders are selling 10,000,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed and traded on The N

Form of Underwriting Agreement

EX-1.1 2 tm219560d4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 [ l ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT [ l ], 2021 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Intr

[Signature Page Follows]

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address wbrentani@stblaw.

Registration Statement - S-1

S-1 1 tm219560-3s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 22, 2021 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERTARA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpora

-

TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on March 16, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-??????? ? ? UNITED STATES SECURITIES AN

Certara, Inc. Directors Deferral Plan

Exhibit 10.18 Final CERTARA, INC. DIRECTORS DEFERRAL PLAN 1.Purpose. The purpose of the Certara, Inc. Directors Deferral Plan (the ?Plan?) is to attract and retain the services of experienced individuals to serve on the Board by providing them with opportunities to defer income taxes on certain compensation payable in connection with their service on the Board. 2.Definitions. Unless otherwise defi

Employment Agreement, dated as of July 20, 2020, between Certara USA, Inc. and Leif E. Pedersen

Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of July 30, 2020, by and between Certara USA, Inc., a Delaware corporation (the ?Company?) and Leif E. Pedersen (the ?Executive?). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive des

Employment Agreement, dated as of July 11, 2014, between Certara USA, Inc. and M. Andrew Schmick

Exhibit 10.11 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 11, 2014 (the ?Effective Date?), between Certara USA, Inc., a Delaware corporation (the ?Company?), and M. Andrew Schemick (the ?Executive?). 1. Employment Duties and Acceptance. 1.1 Employment by the Company. Effective as of August 4, 2014, or such other date as shall be mutually agreed (?Start Date?), the Company shall emp

Description of Certara, Inc.’s Securities

Exhibit 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Description of Capital Stock As of December 31, 2020, Certara, Inc., a Delaware corporation (the ?Company,? ?we,? ?our,? or ?us?), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share. The follo

Exhibit 10.2 to the Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the

Exhibit 10.2 ? ? ? AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO ? Dated as of December 10, 2020 ? ? ? ? ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? ? Page ? ? ARTICLE I DEFINITIONS 1 ? ? SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 7 ? ? ? ARTICLE II REGISTRATION RIGHTS 7 ? ? SECTION 2.01. Demand Registration 7 SECTION 2.

Subsidiaries of the Registrant

Exhibit 21.1 ? Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization ? Analytica LA-SER International, Inc. Delaware Certara Canada Corporation Canada Certara Germany GmbH Germany Certara Holdco, Inc. Delaware Certara G.K. Japan Certara, L.P. - Sucursal em Portugal Portugal Certara Netherlands B.V. Netherlands Certara S.a.r.l. Luxembourg Certara UK Limited

Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc. 2020 Incentive Plan)

Exhibit 10.14 ? RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to al

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): March 4, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

Certara Reports Preliminary Fourth Quarter and Full Year 2020 Results and Issues Full Year 2021 Guidance Year-over-year 2020 revenue grew 17% to $243.5 million Raised $768.5 million in gross IPO proceeds for the Company and selling stockholders

Exhibit 99.1 Certara Reports Preliminary Fourth Quarter and Full Year 2020 Results and Issues Full Year 2021 Guidance Year-over-year 2020 revenue grew 17% to $243.5 million Raised $768.5 million in gross IPO proceeds for the Company and selling stockholders PRINCETON, N.J.—Mar. 4, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its preliminary results for the f

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 16th day of February 2021, by and among EQT Avatar Parent L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) (CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Certara, Inc. (Name of Issuer) Common Stock, $0.01 par value (Titles of Class of Securities) (CUSIP Numbe

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Certara, Inc. (Name of Issuer) Common Stock, $0.01 par value (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Joint Filing Agreement dated as of February 8, 2021, by and among each of the Reporting Persons

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Certara, Inc. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. This Agreement may be executed

Termination of a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2020 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Nu

Amended and Restated Bylaws of Certara, Inc.

Exhibit 4.2 Amended AND RESTATED bylaws of Certara, Inc. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other places in the United States or

Amended and Restated Certificate of Incorporation of Certara, Inc.

Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Certara, Inc. * * * * * The present name of the corporation is Certara, Inc. (the “Corporation”). The Corporation was incorporated under the name “EQT Avatar Topco, Inc.” by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 27, 2017. This Amended and Res

- FORM S-8

As filed with the Securities and Exchange Commission on December 15, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2180925 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ

Registration Statement on Form S-8 (File No. 333-251368) filed with the SEC on December 15,

Exhibit 4.5 CERTARA, INC. STOCKHOLDERS AGREEMENT Dated as of December 10, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Matters of Construction 1 1.2 Definitions 1 ARTICLE II COVENANTS AND CONDITIONS 7 2.1 Restrictions on Transfers 7 2.2 Corporate Governance 8 2.3 Confidentiality 10 ARTICLE III INDEMNIFICATION AND REIMBURSEMENT 10 3.1 Indemnification of Institutional Stockholders

29,055,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-250182 PROSPECTUS 29,055,000 Shares Common Stock This is Certara, Inc.’s initial public offering. We are selling 14,630,000 shares of our common stock and the selling stockholders are selling 14,425,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. The initial p

The Registrant’s Registration Statement on Form 8-A (File No. 001-39799) filed on December 11, 2020, relating to the Registrant’s Common Stock, including all other amendments and reports filed for the purpose of updating such description.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2180925 (State of incorporation or organization) (I.R.S. Employer Identification No.) 100 Overlook Center, Suite 101

As filed with the Securities and Exchange Commission on December 10, 2020

As filed with the Securities and Exchange Commission on December 10, 2020 Registration No.

2475 Hanover Street Palo Alto, CA 94304

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address wbrentani@stblaw.

Form of Stock Certificate for Common Stock

Exhibit 4.1 [LOGO] [Reverse Side of Stock Certificate] The Corporation will furnish to any stockholder, upon request and without charge, a full statement of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, so far as the same have been determined, and of the authority, if any, of the Board to divide the shares into classe

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 3, 2020.

Subsidiaries of the Registrant

EX-21.1 7 tm2030105d13ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Analytica LA-SER International, Inc. Delaware Certara Germany GmbH Germany Certara Holdco, Inc. Delaware Certara Netherlands B.V. Netherlands Certara S.à r.l. Luxembourg Certara UK Limited United Kingdom Certara USA, Inc. Delaware Certara, LP - Sucu

Form of Exchange Acknowledgement and Agreement

Exhibit 10.19 EXCHANGE ACKNOWLEDGEMENT AND AGREEMENT This Exchange Acknowledgement and Agreement (this “Agreement”) is made effective as of [●], 20[●] (the “Effective Date”), by and among EQT Avatar Parent L.P., a Delaware limited partnership (the “Partnership”), EQT Avatar Parent GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Certa

Form of Stock Restriction Agreement

Exhibit 10.20 STOCK RESTRICTION AGREEMENT In accordance with the Exchange Acknowledgement and Agreement to which this Stock Restriction Agreement is attached (the “Exchange Agreement”), and pursuant to the terms and conditions of this Stock Restriction Agreement (this “Stock Restriction Agreement”), the management unitholder set forth on the signature page hereto (the “Management Unitholder”) has

Form of Underwriting Agreement

Exhibit 1.1 [ • ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT December [ • ], 2020 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. Certara, Inc., a Delaw

* * * * * * *

Simpson Thacher & Bartlett llp 2475 hanover street palo alto, ca 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number E-mail Address +1-650-251-5110 wbrentani@stblaw.

Form of Stockholders Agreement by and among Certara, Inc. and the other parties named therein

Exhibit 10.1 CERTARA, INC. STOCKHOLDERS AGREEMENT Dated as of [●], 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Matters of Construction 1 1.2 Definitions 2 ARTICLE II COVENANTS AND CONDITIONS 7 2.1 Restrictions on Transfers 7 2.2 Corporate Governance 8 2.3 Confidentiality 9 ARTICLE III INDEMNIFICATION AND REIMBURSEMENT 10 3.1 Indemnification of Institutional Stockholders 10 3.2

Certara, Inc. 2020 Employee Stock Purchase Plan

Exhibit 10.21 CERTARA, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide a means by which Eligible Employees may purchase Common Stock, thereby strengthening their commitment to the welfare of the Company and its Designated Companies and aligning their interests with those of the Company’s stockholders. The Company intends for offerings under the Plan to qual

Certara, Inc. 2020 Incentive Plan

Exhibit 10.18 Certara, Inc. 2020 Incentive Plan 1. Purpose. The purpose of the Certara, Inc. 2020 Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire a

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 25, 2020.

Form of Amended and Restated Registration Rights Agreement by and among Certara, Inc. and the other parties named therein

Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO Dated as of [●], 2020 TABLE OF CONTENTS Page Article I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 7 Article II REGISTRATION RIGHTS 7 SECTION 2.01. Demand Registration 7 SECTION 2.02. Shelf Registration 10 SECTION 2.03. Piggyback Registration

Employment Agreement, dated as of September 2, 2016, by and between Certara Australia Pty Ltd. and Craig Rayner

Exhibit 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of September 2, 2016 (the “Effective Date”), between Certara Australia Pty Ltd. (the “Company”), and Craig Rayner (the “Executive”). WHEREAS the shareholder of the Company, D3 MEDICINE LLC (“D3 Medicine”), has entered into the Membership Interest Purchase Agreement, dated as of September 2, 2016 (the “Purchase Agreement”) among Cert

Form of Amended and Restated Certificate of Incorporation of Certara, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Certara, Inc. * * * * * The present name of the corporation is Certara, Inc. (the “Corporation”). The Corporation was incorporated under the name “EQT Avatar Topco, Inc.” by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 27, 2017. This Amended and Res

Form of Amended and Restated Bylaws of Certara, Inc.

Exhibit 3.2 Amended AND RESTATED bylaws of Certara, Inc. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other places in the United States or

Form of Indemnification Agreement between Certara, Inc. and directors and executive officers of Certara, Inc.

Exhibit 10.9 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of , 202 (this “Agreement”) and is between Certara, Inc., a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”). Background The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it

Employment Agreement, dated as of January 23, 2019, by and between EQT Certara USA, Inc. and Justin Edge

Exhibit 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of (the “Effective Date”), between Certara USA, Inc. (the “Company” or “Company Group”), and Justin Edge (the “Employee”). 1. Employment Duties and Acceptance. 1.1 Employment by the Company. Effective as of January 23, 2019, or such other date as shall be mutually agreed (“Start Date”), the Company shall employ the Employee, for its

Pledge and Security Agreement, dated as of August 15, 2017, by and among the Grantors, as defined therein, and Jefferies Finance LLC, as Agent

Exhibit 10.7 EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of August 15, 2017, by and among EQT Avatar Intermediate, Inc., a Delaware corporation (“Holdings”), EQT Avatar Holdings, Inc., a Delaware corporatio

Addendum to the Contract of Employment of Thomas Kerbusch, dated as of June 20, 2014, by and between Quantitative Solutions B.V. and Thomas Kerbusch

Exhibit 10.17 SUBJECT TO COMPLETION OF THE ENVISAGED TRANSACTION ADDENDUM TO THE CONTRACT OF EMPLOYMENT FOR AN INDEFINITE PERIOD OF TIME DATED 20 JUNE 2014 THE UNDERSIGNED PARTIES, 1. The private company with limited liability Quantitative Solutions B.V., established in (4818 SJ) Breda at Parkstraat 1-B, legally represented in this matter by Benjamin Management B.V., established in (4835 PT) Breda

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

Exhibit 10.3 EXECUTION VERSION CREDIT AGREEMENT Dated as of August 15, 2017 among EQT AVATAR HOLDINGS, INC., as the Initial Borrower and, together with CERTARA HOLDCO, INC. and CERTARA USA, INC., as the Borrowers, EQT AVATAR INTERMEDIATE, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, JEFFERIES FINANCE LLC, as Administrative Agent, and JEFFERIES FINANCE LLC and GOLUB CAPIT

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

Exhibit 10.4 EXECUTION VERSION FIRST AMENDMENT, dated as of January 24, 2018 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among EQT Avatar Holdings, Inc., a Delaware corporation, Certara Holdco, Inc., a Delaware corporation (the “Parent Borrower”),

Power of Attorney (included on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-250182) filed with the Commission on November 18, 2020 and incorporated herein by reference)

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 18, 2020.

Amendment to Employment Agreement of Edmundo Muniz, dated as of February 21, 2019, by and between Certara Holdco, Inc. and Edmundo Muniz

Exhibit 10.12 Amendment to Employment Agreement This Amendment to Employment Agreement (“Amendment”), dated February 21, 2019 (the “Effective Date”), is entered into between Certara Holdco, Inc. (the “Company”), a Delaware corporation, and Edmundo Muniz (“Executive”). WHEREAS, Arsenal MBDD Holding, L.P. (“Arsenal”) and Executive entered into that certain Employment Agreement, dated May 15, 2014 (t

Loan Guaranty, dated as of August 15, 2017, by and among the Loan Guarantors, as defined therein, and Jefferies Finance LLC, as Administrative Agent

Exhibit 10.6 EXECUTION VERSION LOAN GUARANTY THIS LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of August 15, 2017, by and among EQT Avatar Intermediate, Inc., a Delaware corporation (“Holdings”), EQT Avatar Holdings, Inc., a Delaware corporation (“Buyer” or the “Initial Borrower”)

Employment Agreement, dated as of May 15, 2014, by and between Certara Holdco, Inc. (as successor in interest to Arsenal MBDD Holding, L.P.) and Edmundo Muniz

Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of May 15, 2014, is entered into between Arsenal MBDD Holding, LLC, a Delaware limited liability company (the “Company”), and Edmundo Muniz (the “Executive”). 1. Employment Duties and Acceptance. 1.1 Employment by the Company. Effective as of May 27, 2014 (“Start Date”), the Company shall employ the Executive, for itself and it

Employment Agreement, dated as of September 17, 2020, by and between Certara USA, Inc. and Craig Rayner

Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 17, 2020, by and between Certara USA, Inc., a Delaware corporation (the “Company”) and Craig Rayner (the “Executive”). W I T N E S S E T H : WHEREAS, Execute entered into that certain Employment Agreement, dated September 2, 2016, with Certara Australia Pty Ltd., an affiliate of

Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., Certara

Exhibit 10.5 EXECUTION VERSION SECOND AMENDMENT, dated as of April 3, 2018 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018 and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among EQT Avatar Holdings, Inc., a Delaware

Loan Agreement, dated as of July 6, 2017, between Santo Holding (Deutschland) GmbH and Certara, Inc. (f/k/a EQT Avatar Topco, Inc.)

EXHIBIT 10.8 EXECUTION VERSION 6 July 2017 Santo Holding (Deutschland) GmbH (as Lender) and EQT Avatar Topco, Inc. (as Borrower) LOAN AGREEMENT related to the purchase of Certara Holdco, Inc. (f/k/a Arsenal MBDD Holdco, Inc.) TABLE OF CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. THE FACILITY 3 3. CONDITIONS PRECEDENT 3 4. PURPOSE 4 5. REPAYMENT 4 6. VOLUNTARY PREPAYMENT 4 7. CHANGE

Contract of Employment, dated as of June 20, 2014, by and between Quantitative Solutions B.V.

Exhibit 10.16 Quantitative Solutions BV Confidential CONTRACT OF EMPLOYMENT FOR AN INDEFINITE PERIOD OF TIME THE UNDERSIGNED: 1. The private company with limited liability Quantitative Solutions B.V., established in (4818 SJ) Breda at Parkstraat 1-B, legally represented in this matter by Benjamin Management B.V., established in (4835 PT) Breda at Prins Hendrikstraat 174, which company is legally r

Employment Agreement, dated as of May 14, 2019, by and among EQT Avatar Parent L.P., Certara USA, Inc. and William Feehery

Exhibit 10.10 Final Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of May, 2019, by and among EQT Avatar Parent L.P., a Delaware limited partnership (the “Parent”), Certara USA, Inc., a Delaware corporation (the “Company”) and William Feehery (the “Executive”). W I T N E S S E T H : WHEREAS, the Company desires to em

2475 hanover street palo alto, ca 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002

Simpson Thacher & Bartlett llp 2475 hanover street palo alto, ca 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number E-mail Address +1-650-251-5110 wbrentani@stblaw.

The registrant is submitting this draft registration statement confidentially as an “emerging growth company” pursuant to Section 6(e) of the Securities Act of 1933, as amended. As confidentially submitted to the Securities and Exchange Commission on

TABLE OF CONTENTS The registrant is submitting this draft registration statement confidentially as an ?emerging growth company? pursuant to Section 6(e) of the Securities Act of 1933, as amended.

The registrant is submitting this draft registration statement confidentially as an “emerging growth company” pursuant to Section 6(e) of the Securities Act of 1933, as amended. As confidentially submitted to the Securities and Exchange Commission on

DRS 1 filename1.htm TABLE OF CONTENTS The registrant is submitting this draft registration statement confidentially as an “emerging growth company” pursuant to Section 6(e) of the Securities Act of 1933, as amended. As confidentially submitted to the Securities and Exchange Commission on October 8, 2020. This draft registration statement has not been filed with the Securities and Exchange Commissi