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United States securities and exchange commission logo
November 24, 2020
William F. Feehery
Chief Executive Officer
Certara, Inc.
100 Overlook Center, Suite 101
Princeton, NJ 08540
Re: Certara, Inc.
Registration
Statement on Form S-1
Filed November 18,
2020
File No. 333-250182
Dear Mr. Feehery:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless otherwise
noted, where prior comments are referred to they refer to our letter
dated November 4, 2020.
Registration Statement on Form S-1
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Equity-Based Compensation Expense, page 61
1. We note the revisions
made in response to prior comment 15. As previously requested, in
this section, please
disclose the number of vested shares of common stock and unvested
restricted shares of
common stock into which the vested and unvested Class B Units will
be converted into upon
the adoption of the 2020 Incentive Plan in connection with the
offering. In addition,
please address the vesting terms of the unvested restricted shares of
William F. Feehery
Certara, Inc.
November 24, 2020
Page 2
common stock for which the performance-based vesting Class B Units will
be exchanged
into, as noted from your discussion on page 108. Also, please ensure that
you disclose the
incremental amount of compensation expense to be recognized upon the
modification of
the vesting terms.
Notes to the Consolidated Financial Statements
Note 14. Income Taxes, page F-28
2. We note your response to prior comment 21. Please further explain the
nature of the
change in your total valuation allowance from 2018 to 2019. Specifically,
explain how
additional deferred tax assets for net operating losses contributed to
the increase in your
valuation allowance, considering the significant decrease in both the
total net operating
loss carryforwards and the related amount of your gross deferred tax
assets. Also provide
us with the components of your valuation allowance as of December 31,
2018 to support
your explanation of the changes.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameWilliam F. Feehery
Division of
Corporation Finance
Comapany NameCertara, Inc.
Office of Technology
November 24, 2020 Page 2
cc: William B. Brentani, Esq.
FirstName LastName