Certara, Inc 8-K, filed Apr 22, 2026
Certara, Inc. (CERT)
About this 8-K
Certara, Inc filed this 8-K on April 22, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||
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 close
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