STOCK TITAN
  1. Home
  2. Sec-filings
  3. CERT
  4. [8-K] Certara, Inc. Reports Material Event

Certara (NASDAQ: CERT) divests regulatory and medical writing unit to Veristat

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Certara, Inc. has entered into a definitive agreement to sell its global Regulatory and Medical Writing business to Veristat. The deal values the business at up to $135 million, including $100 million in cash at closing, subject to customary working capital and other adjustments, plus up to $35 million of contingent earn-out based on future performance. Up to $15 million of the closing payment may be placed in escrow until certain items are satisfied.

The business generated $50 million of revenue and $17 million of adjusted EBITDA in 2025 and includes approximately 220 employees. Certara describes the divestiture as sharpening its focus on Model-Informed Drug Development and Clinical Intelligence, and plans to update its 2026 guidance after the transaction closes, which is expected in the second quarter of 2026, subject to customary conditions.

Positive

  • None.

Negative

  • None.

Insights

Certara is monetizing a non-core unit to focus on MIDD and analytics.

Certara agreed to sell its Regulatory and Medical Writing business to Veristat for up to $135 million, including $100 million cash and up to $35 million in performance-based earn-out. In 2025 this unit produced $50 million revenue and $17 million adjusted EBITDA, so it is a meaningful, profitable operation.

Management frames the move as sharpening focus on Model-Informed Drug Development and Clinical Intelligence, suggesting a pivot toward higher-scalability software and analytics offerings. The company indicates it intends to deploy proceeds to its integrated MIDD platform and will update 2026 guidance upon closing, expected in Q2 2026, once the divestiture’s impact is fully reflected.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash consideration $100 million Cash payable at closing, subject to adjustments
Earn-out potential Up to $35 million Contingent consideration based on post-closing performance
Escrow amount Up to $15 million Portion of purchase price potentially held in escrow
2025 revenue of divested business $50 million Regulatory and Medical Writing business in 2025
2025 adjusted EBITDA of divested business $17 million Regulatory and Medical Writing business in 2025
Employees in divested business Approximately 220 employees Staff in Regulatory and Medical Writing business
Total potential consideration Up to $135 million Aggregate value of Veristat transaction
Expected closing period Q2 2026 Planned closing timeframe, subject to conditions
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
earn-out financial
"subject to additional contingent consideration of up to $35 million in the form of an earn-out"
An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.
adjusted EBITDA financial
"the Regulatory and Medical Writing business generated $50 million in revenue and $17 million in adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
transition services agreement regulatory
"the parties will enter into certain ancillary agreements, including a transition services agreement."
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
Model-Informed Drug Development (MIDD) technical
"Transaction sharpens focus on Model-Informed Drug Development (MIDD) and Clinical Intelligence"
Model-informed drug development uses computer-based math models and simulations of how a drug behaves in the body and how patients respond to guide decisions across research and clinical trials. Like a flight simulator for drug programs, it helps teams test scenarios, pick better doses, design smarter trials and reduce surprises, which can lower costs, shorten timelines and de-risk programs—information investors use to judge a drug’s chances and capital efficiency.
forward-looking statements regulatory
"This press release contains certain statements that constitute forward-looking statements within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
false 0001827090 0001827090 2026-04-22 2026-04-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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.)

 

4 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

 

 

 

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

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What business is Certara (CERT) selling to Veristat?

Certara is selling its Regulatory and Medical Writing business, which provides global medical writing and related regulatory services. The unit generated $50 million revenue and $17 million adjusted EBITDA in 2025 and includes approximately 220 employees, making it a meaningful part of operations.

How much is Veristat paying Certara (CERT) for the Regulatory and Medical Writing business?

Veristat will pay Certara up to $135 million for the Regulatory and Medical Writing business. This includes $100 million in cash at closing, subject to adjustments, and up to $35 million in contingent earn-out tied to the business’s future financial performance after closing.

When is the Certara (CERT) and Veristat transaction expected to close?

The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions. These include the absence of legal restraints, accuracy of representations and warranties, material compliance with covenants, no material adverse effect on the business, and completion of specified internal reorganization steps.

How will the sale affect Certara’s (CERT) 2026 financial guidance?

Certara plans to update its 2026 guidance after the Regulatory and Medical Writing business sale closes. Management indicates the divestiture will be reflected in revised outlook, aligning reported expectations with a more focused portfolio centered on Model-Informed Drug Development and Clinical Intelligence solutions.

Why is Certara (CERT) selling its Regulatory and Medical Writing business?

Certara says the sale sharpens its focus on Model-Informed Drug Development and Clinical Intelligence. Management describes the move as enhancing the company’s ability to invest in its integrated MIDD platform, prioritize product innovation, and drive operational excellence aligned with its long-term strategic direction.

What are the key financial metrics of Certara’s (CERT) divested business?

In 2025, the Regulatory and Medical Writing business generated $50 million in revenue and $17 million in adjusted EBITDA, excluding unallocated overhead. These figures highlight a profitable service operation, helping contextualize the up to $135 million consideration agreed with Veristat for the divestiture.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents