---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-22-115148"
form_type: "8-K"
ticker: "CERT"
cik: "0001827090"
company_name: "Certara, Inc."
filed_at: "2022-11-07T23:59:59+00:00"
generated_at: "2026-06-22T05:51:36.963713+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Arsenal Capital Partners commits $449M to buy ~30M Certara shares at $15/sh; expects 22% ownership

## Summary
- Arsenal will acquire ~30M shares from EQT at $15/share, total $449M; subject to HSR regulatory approval.
- Post-closing, Arsenal will own ~22% of diluted shares; currently holds ~4%.
- Arsenal agrees to two-year lock-up on sale of purchased shares without company approval.
- Arsenal to nominate two board members: Steve McLean (current) and David Spaight; EQT's Liu and Waxman to resign.
- Board will expand to 11 members; Stockholders Agreement grants Arsenal director nomination rights based on ownership.

## SEC filing metadata
- accession: 0001104659-22-115148
- form_type: 8-K
- ticker: CERT
- cik: 0001827090
- company_name: Certara, Inc.
- filed_at: 2022-11-07T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1827090/000110465922115148/0001104659-22-115148-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1827090/000110465922115148/tm2229794d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-115148
- JSON: https://secwatch.observer/filing/0001104659-22-115148.json
- Plain text: https://secwatch.observer/filing/0001104659-22-115148.txt

## Key facts
- Executive change
  Ethan Waxman departed as Director at Certara, Inc..
  - Action: resign
  - Role: Director
  source text: Eric Liu and Ethan Waxman are each expected to resign from the Board following the closing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465922115148/0001104659-22-115148-index.htm
- Executive change
  David Spaight was appointed as Director at Certara, Inc..
  - Action: nominated
  - Role: Director
  source text: Arsenal intends to nominate David Spaight to the Board following the closing and the departure of Mssrs. Liu and Waxman from the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465922115148/0001104659-22-115148-index.htm
- Executive change
  Eric Liu departed as Director at Certara, Inc..
  - Action: resign
  - Role: Director
  source text: Eric Liu and Ethan Waxman are each expected to resign from the Board following the closing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465922115148/0001104659-22-115148-index.htm
- Material Agreements
  Certara, Inc. entered into Letter Agreement with Arsenal Capital Partners (affiliate) (effective 2022-11-03).
  - Action: entry
  - Counterparty: Arsenal Capital Partners (affiliate)
  - Effective: 2022-11-03
  source text: The Company entered into a letter agreement, dated as of November 3, 2022 (the “Letter Agreement”), with Arsenal providing that, until the two-year anniversary of the closing, Arsenal will, subject to certain exceptions, be prohibited from transferring the shares of Common Stock that it will acquire in connection with the closing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465922115148/0001104659-22-115148-index.htm
- Material Agreements
  Certara, Inc. entered into Stockholders Agreement with Arsenal Capital Partners (affiliate) (effective 2022-11-03).
  - Action: entry
  - Counterparty: Arsenal Capital Partners (affiliate)
  - Effective: 2022-11-03
  source text: The Company entered into a Stockholders Agreement, dated as of November 3, 2022 (the “Stockholders Agreement”), with Arsenal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465922115148/0001104659-22-115148-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.