Item 7.01 Regulation FD Disclosure.
On July 27, 2021, certain existing institutional shareholders of Certara, Inc.
(the "Company"), including a shareholder affiliated with EQT AB ("EQT"), entered
into an agreement to sell an aggregate of 9,615,384 shares at $26 per share to
an affiliate of Mubadala Investment Company. The transaction is scheduled to
close on August 2, 2021. EQT will remain a significant shareholder in Certara,
Inc. after the transaction.
On July 27, 2021, the Company issued a press release announcing the transaction.
A copy of that press release is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibit 99.1 hereto) is being "furnished" and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
Forward-Looking Statements
This current report contains forward-looking statements. These statements are
made under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Statements that are not historical facts,
including statements about the Company's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve inherent risks
and uncertainties, and a number of factors could cause actual results to differ
materially from those contained in any forward-looking statement. These factors
include, but are not limited to, (i) the failure of the transaction described
above to close, or a delay in the anticipated closing date; (ii) any
deceleration in, or resistance to, the acceptance of model-informed
biopharmaceutical discovery; (iii) increasing competition, regulation and other
cost pressures within the pharmaceutical and biotechnology industries; (iv) our
ability to compete within our market; (v) changes or delays in government
regulation relating to the biopharmaceutical industry and (vi) changes in EQT's
plans with respect to the Company. In some cases, forward-looking statements can
be identified by words or phrases such as "may," "will," "expect," "anticipate,"
"target," "aim," "estimate," "intend," "plan," "believe," "potential,"
"continue," "is/are likely to" or other similar expressions. All information
provided in this press release is as of the date of this press release, and
Certara undertakes no duty to update such information, except as required under
applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release issued by Certara, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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