UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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Emerging growth company
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| Item 8.01 | Other Events. |
On August 11, 2022, Certara, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, the selling stockholders named in Schedule B thereto (the “Selling Stockholders”) and Morgan Stanley & Co. LLC (the “Underwriter”), relating to an underwritten offering of 7,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-265084), filed on May 19, 2022. In connection with the offering, the Selling Stockholders granted the Underwriter a 30-day option to purchase up to 1,050,000 additional Shares. The Company did not sell any Shares in the offering. The offering is expected to close on August 16, 2022, subject to customary closing conditions. The Company will not receive any proceeds from the offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of August 11, 2022, by and among Certara, Inc., the Selling Stockholders and Morgan Stanley & Co. LLC |
| 104 | Cover Page Interactive Data File (formatted as 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.
| CERTARA, INC. | |
| (Registrant) |
| Date: August 15, 2022 | By: | /s/ Richard M. Traynor |
| Name: Richard M. Traynor | ||
| Title: Senior Vice President and General Counsel |