8-K

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): October 3, 2022

Azenta, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25434	04-3040660
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Elizabeth Drive, Chelmsford, MA 01824

(Address of principal executive offices and Zip Code)

(978) 262-2400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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, $0.01 par value	AZTA	The Nasdaq Stock Market LLC

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 2.01. Completion of an Acquisition or Disposition of Assets

On October 3, 2022, the Company completed its previously announced acquisition of B Medical Systems S.á r.l. (“B Medical”), a leading global provider of temperature-controlled storage and transportation solutions. Pursuant to the Share Purchase Agreement, dated as of August 8, 2022 (the “Agreement”), by and among the Company, Azenta Luxembourg S.á r.l., a wholly owned subsidiary of the Company (“Azenta Luxembourg”), and B Medical Systems Holding S.A. (the “Seller”), the Company paid a total initial cash purchase price at closing of approximately €424 million, as adjusted for cash acquired and other items pursuant to the Agreement. The Seller is eligible to earn up to an additional €50,000,000 in contingent consideration based upon achievement of certain financial metrics by B Medical and its subsidiaries.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 10, 2022 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired

The Company will file the financial statements required by Item 9.01(a) of Form 8-K, with an amendment to this Current Report on Form 8-K within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.

(b) Pro forma financial information

The Company will file pro forma financial information required by Item 9.01(b) of Form 8-K, with an amendment to this Current Report on Form 8-K within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release issued on October 3, 2022 by Azenta, Inc.
104	Cover Page Interactive Data File (embedded within the iXBRL (Inline eXtensible Business Reporting Language) document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AZENTA, INC.
	/s/ Jason W. Joseph
Date: October 7, 2022	Jason W. Joseph
	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Azenta Announces Completion of B Medical Systems Acquisition

CHELMSFORD,Mass.,October3,2022(PRNewswire)–Azenta, Inc.(Nasdaq:AZTA)todayannounced thatithascloseditspreviouslyannouncedacquisitionofBMedicalSystemsS.ár.landitssubsidiaries(“B Medical”), a market leader in temperature-controlled storage and transportation solutions that enables the delivery of life-saving treatments to more than 150 countries worldwide. This acquisition complements Azenta’s cold chain capabilities, adding differentiated solutions for reliable and traceable transport of temperature-sensitive specimens.

B Medical, headquartered in Hosingen, Luxembourg, is one of the leading vaccine cold chain providers servingprimarilyfast-growingemergingmarkets,whichrequiresecureandreliabletemperature-controlled storage and transport solutions to address the challenges in the last mile of distribution. With an installed base of more than 500,000 units, B Medical’s innovative transport systems feature 24/7 real-time monitoring and location tracking.As part ofAzenta, B Medical will also benefit from deep expertise and engineering in sample management, as well as from broader reach in the NorthAmerican and European markets.

ThecompanywillprovideadditionalinformationontheBMedicalbusinessontheupcomingQ4earnings call to be scheduled in November.

“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934

Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Azenta’s financial and business results to differ materiallyfromourexpectations.Theyarebasedonthefactsknowntomanagementatthetimetheyaremade. These forward-looking statements include but are not limited to statements about the expected benefits of the acquisition of B Medical. Factors that could cause results to differ from our expectations include thefollowing:our ability to integrate B Medical’s business, and other factors and other risks, including those that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, current reports on Form 8-K and our quarterly reports on Form 10-Q. As a result,wecan providenoassurancethat ourfutureresultswillnotbemateriallydifferentfromthoseprojected. Azenta expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statement is based. Azenta undertakes no obligation to update the information contained in this press release.

About B Medical Systems

B Medical is a global manufacturer and distributor of cold chain solutions. Based in Hosingen, Luxembourg,thecompanywasfoundedin1979,whentheWorldHealthOrganization(WHO)approached Electrolux to provide a solution to safely store and transport vaccines around the world. The three major businessportfoliosincludeVaccineColdChain,MedicalRefrigeration,andBloodManagementsolutions. Notable products include vaccine transport systems (ice-lined and solar direct drive) with remote temperature monitoring devices, laboratory refrigerators, ultra-low freezers, contact-shock freezers, and transport solutions. B Medical Systems’ products are used in approximately 150 countries and have an installed base of more than half a million products across the world. For more information, please visit www.bmedicalsystems.com.

About Azenta Life Sciences

Azenta,Inc.(Nasdaq:AZTA)isaleadingprovideroflifesciencessolutionsworldwide,enablingimpactful breakthroughs and therapies to market faster.Azenta provides a full suite of reliable cold-chain sample management solutions and genomic services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally.As of December 1st, the company changed its name and ticker toAzenta, Inc. (Nasdaq:AZTA) from Brooks Automation, Inc, (Nasdaq: BRKS).

AzentaisheadquarteredinChelmsford,MA,withoperationsinNorthAmerica,EuropeandAsia.Formore information, please visit www.azenta.com.

INVESTORCONTACTS:

SaraSilverman

HeadofInvestorRelations 978.262.2635

ir@azenta.com

SherryDinsmore 978.262.2400

sherry.dinsmore@azenta.com

XML

Document and Entity Information	Oct. 03, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 03, 2022
Entity Registrant Name	Azenta, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-25434
Entity Tax Identification Number	04-3040660
Entity Address, Address Line One	15 Elizabeth Drive
Entity Address, City or Town	Chelmsford
Entity Address State Or Province	MA
Entity Address, Postal Zip Code	01824
City Area Code	978
Local Phone Number	262-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AZTA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000933974
Amendment Flag	false