Form 8-K

8-K — Certara, Inc.

Accession: 0001104659-26-046358

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0001827090

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2612400d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612400d1_ex99-1.htm)

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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 22, 2026

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)

(IRS Employer

Identification No.)

Radnor Corporate Center, Suite 350

Radnor, Pennsylvania

19087

(Address of principal executive offices)

(Zip Code)

(415) 237-8272

(Registrant's telephone

number, including area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common stock, par value $0.01 per share

CERT

The Nasdaq Global Select Market

Indicate

by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive

Agreement.

On April 21, 2026, Certara, Inc. (the “Company”),

together with certain of its subsidiaries, entered into a Purchase Agreement (the “Purchase Agreement”) with Veristat, LLC

and certain of its affiliates (collectively, “Veristat”), pursuant to which the Company agreed to sell its global medical

writing and related regulatory services business (the “Business”) to Veristat. The transaction will be effected through the

sale of all of the equity interests of certain Company subsidiaries that conduct the Business and the sale of certain assets related to

the Business.

Veristat has agreed to pay aggregate cash consideration

of $100 million, subject to certain post-closing adjustments for working capital, indebtedness, transaction expenses and other similar

matters, and subject to additional contingent consideration of up to $35 million in the form of an earn-out based on the financial performance

of the Business for a specified period following closing. If certain items are not satisfied at the closing, then up to $15 million of

the purchase price to be paid at closing will be held in escrow and released to the Company upon satisfaction of such items.

The closing of the transactions contemplated by

the Purchase Agreement is subject to customary closing conditions, including the absence of legal restraints, the accuracy of certain

representations and warranties, compliance with covenants in all material respects, the absence of a material adverse effect on the Business

and completion of specified internal reorganization steps. At the closing of the transactions contemplated by the Purchase Agreement,

the parties will enter into certain ancillary agreements, including a transition services agreement.

The foregoing summary of the Purchase Agreement

and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase

Agreement. The Purchase Agreement, when filed, will be to provide investors and security holders with information regarding its terms.

It is not intended to provide any other factual information about the Company, Veristat or any other party to the Purchase Agreement.

The representations, warranties and covenants of each party set forth in the Purchase Agreement were made only for purposes of the Purchase

Agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the

parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties

instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from

those applicable to investors. The Company’s investors and security holders are not third-party beneficiaries under the Purchase

Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the

actual state of facts or condition of the Company, Veristat or any of their respective subsidiaries or affiliates. Moreover, information

concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, and such subsequent

information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone

but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated

by reference into, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company

files with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated April 22, 2026.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 22, 2026

CERTARA, INC.

(Registrant)

By:

/s/ Daniel D. Corcoran

Daniel D. Corcoran

Senior Vice President and General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612400d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Certara Enters Definitive Agreement for the

Sale of its Regulatory and Medical Writing Business to Veristat

Transaction sharpens focus on Model-Informed

Drug Development (MIDD) and Clinical Intelligence

Updated 2026 guidance to be provided upon transaction

RADNOR, Pa., April 22, 2026 – Certara, Inc. (Nasdaq: CERT), a

global leader in model-informed drug development, today announced that it has entered into a definitive agreement to sell its Regulatory

and Medical Writing business to Veristat for a consideration of up to $135 million. The transaction is expected to close during the second

quarter of 2026 subject to customary closing conditions.

“Certara’s strategy is centered on expanding the scale,

reach, and impact of our MIDD and Clinical Intelligence solutions,” said Jon Resnick, Chief Executive Officer. “This transaction

underlines our commitment to the acceleration of AI-integrated modeling and simulation across the drug development lifecycle.”

In 2025, the Regulatory and Medical Writing business generated $50

million in revenue and $17 million in adjusted EBITDA, excluding unallocated overhead expense. The Regulatory and Medical Writing business

includes approximately 220 employees.

“This transaction enhances our ability to accelerate investment

in Certara’s integrated MIDD platform for customers, while sharpening our focus on product innovation and operational excellence,”

said Resnick. “Consistent with our strategy, we intend to deploy the proceeds to drive long-term value for customers, patients,

and shareholders.”

Certara plans to update its 2026 guidance to reflect the sale of the

Regulatory and Medical Writing business upon transaction close.

Perella Weinberg Partners LP served as the financial advisor,

and Troutman Pepper Locke LLP served as legal counsel to Certara. Guggenheim Securities, LLC served as the financial advisor, and McDermott

Will & Schulte served as legal counsel to Veristat.

About Certara

Certara

accelerates medicines using biosimulation software, technology and services to transform traditional drug discovery and development.

Its clients include more than 2,600 biopharmaceutical companies, academic institutions, and regulatory agencies across 70 countries.

Visit us at www.certara.com.

Forward-Looking Statements

This press release contains certain statements that constitute forward-looking

statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including,

but not limited to, statements regarding the company’s plans to sell its Regulatory and Medical Writing business, the expected timetable

for completing the transaction, the expected use of proceeds from the transaction and the future financial and operating performance of

the company following the transaction. Actual results could differ materially from those in the forward-looking statements due to, among

other things, the possibility that the transaction does not close; unanticipated costs and length of time required to comply with legal

requirements and regulatory approvals applicable to the transaction; customer and shareholder reaction to the transaction; disruption

from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; changes

in general and international economic conditions; and the other factors detailed under the captions “Risk Factors” and “Special

Note Regarding Forward-Looking Statements” and elsewhere in our Securities and Exchange Commission (“SEC”) filings,

and reports, including the Form 10-K filed by the company with the Securities and Exchange Commission on February 26, 2026, and subsequent

reports filed with the SEC. Any forward-looking statements speak only as of the date of this release and, except to the extent required

by applicable securities laws, we expressly disclaim any obligation to update or revise any of them to reflect actual results, any changes

in expectations or any change in events.

Investor Relations Contact:

David Deuchler

Gilmartin Group

ir@certara.com

Media Contact:

Alyssa Horowitz

Pan Communications

certara@pancomm.com

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