AZTA

azta20251120_8k.htm

false 0000933974

0000933974

2026-02-04 2026-02-04

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): February 4, 2026

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.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(888) 229-3682

(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 2.02 Results of Operations and Financial Condition

On February 4, 2026, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

NUMBER

DESCRIPTION

99.1

Press release issued on February 4, 2026 by Azenta, Inc

104

Cover Page Interactive Data File (embedded within the Inline XBRL 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/ Ephraim Starr

Date: February 4, 2026

Ephraim Starr

Senior Vice President, General Counsel and Secretary

azta20250813_8k.htm

false 0000933974

0000933974

2025-11-21 2025-11-21

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): November 21, 2025

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.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(888) 229-3682

(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 2.02 Results of Operations and Financial Condition

On November 21, 2025, Azenta, Inc. (“Azenta”) issued a press release announcing financial results for the fiscal quarter and year ended September 30, 2025. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. This Current Report on Form 8-K and the press release attached hereto are being furnished by Azenta pursuant to Item 2.02 of Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

NUMBER

DESCRIPTION

99.1

Earnings press release issued on November 21, 2025 by Azenta, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL 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/ Ephraim Starr

Date: November 21, 2025

Ephraim Starr

Senior Vice President, General Counsel and Secretary

azta20250514_8k.htm

false 0000933974

0000933974

2025-08-05 2025-08-05

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): August 5, 2025

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.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(888) 229-3682

(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 2.02 Results of Operations and Financial Condition

On August 5, 2025, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

NUMBER

DESCRIPTION

99.1

Press release issued on August 5, 2025 by Azenta, Inc

104

Cover Page Interactive Data File (embedded within the Inline XBRL 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/ Ephraim Starr

Date: August 5, 2025

Ephraim Starr

Senior Vice President, General Counsel and Secretary

azta20250217_8k.htm

false 0000933974

0000933974

2025-05-07 2025-05-07

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): May 7, 2025

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.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(888) 229-3682

(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 2.02 Results of Operations and Financial Condition

On May 7, 2025, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

NUMBER

DESCRIPTION

99.1

Press release issued on May 7, 2025 by Azenta, Inc

104

Cover Page Interactive Data File (embedded within the Inline XBRL 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: May 7, 2025

Jason W. Joseph

Senior Vice President, General Counsel and Secretary

azta20241202_8k.htm

false 0000933974

0000933974

2025-01-30 2025-01-30

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): January 30, 2025

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.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(888) 229-3682

(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 2.02 Results of Operations and Financial Condition

On February 5, 2025, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the first quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of the stockholders of the Company was held on January 30, 2025. The stockholders elected each of the Company’s nominees for director; approved, by a non-binding advisory vote, the overall compensation of the Company’s named executive officers; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2025 fiscal year. The proposals below are described in detail in the Company’s definitive proxy statement dated December 17, 2024. The results are as follows:

1.

Election of Directors

Nominees For Withhold Broker Non-Votes

Frank E. Casal

40,270,036

1,118,898

2,108,951

William L. Cornog

40,704,931

684,003

2,108,951

Robyn C. Davis

40,014,750

1,374,184

2,108,951

Dipal Doshi

40,704,986

683,948

2,108,951

Quentin Koffey

40,428,183

960,751

2,108,951

Martin Madaus

35,483,624

5,905,310

2,108,951

Alan J. Malus

40,436,417

952,517

2,108,951

John P. Marotta

40,714,271

674,663

2,108,951

Erica J. McLaughlin

40,883,928

505,006

2,108,951

Tina S. Nova

40,879,808

509,126

2,108,951

2.

Approval, by a non-binding advisory vote, of the overall compensation of the Company’s named executive officers

For

Against

Abstain

Broker Non-Votes

40,649,757

228,004

511,173

2,108,951

3.

Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the 2025 fiscal year.

For

Against

Abstain

43,348,676

124,367

24,842

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

NUMBER

DESCRIPTION

99.1

Earnings press release issued on February 5, 2025 by Azenta, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL 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: February 5, 2025

Jason W. Joseph

Senior Vice President, General Counsel and Secretary

azta20250124_8k.htm

false 0000933974

0000933974

2025-01-30 2025-01-30

​

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): January 30, 2025

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.)

​​

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

​

(888) 229-3682

(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 2.02

Results of Operations and Financial Condition

As previously disclosed on November 12, 2024, Azenta, Inc. (the “Company”) announced that it is pursuing a sale of its B Medical Systems segment, a manufacturer and global distributor of medical refrigeration devices based in Luxembourg. This strategic action is intended to simplify the Company’s portfolio and allow management to focus on driving revenue growth and profitability in its core Sample Management Solutions and Multiomics businesses. The decision followed work by the Company’s Board of Directors to evaluate strategic, operational and financial opportunities to maximize shareholder value.

The Company has concluded that, as of the date of the announcement on November 12, 2024, the B Medical Systems segment met the held-for-sale criteria and qualifies as a discontinued operation under U.S. generally accepted accounting principles.

In order to assist investors in understanding the impact of the separation of the B Medical Systems segment on the Company’s financial results, the Company is furnishing in Exhibit 99.1 to this Current Report, which exhibit is incorporated herein by reference, revised unaudited financial information for the twelve months ended September 30, 2023, for the three months ended December 31, 2023, for the three and six months ended March 31, 2024, for the three and nine months ended June 30, 2024 and for the three and twelve months ended September 30, 2024 and as of September 30, 2024, recast to reflect the separation of the B Medical Systems segment and its classification as a discontinued operation.

Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Some statements in this Current Report are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934, as amended. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause the Company’s financial and business results to differ materially from its expectations. They are based on the facts known to management at the time they are made. Forward-looking statements include but are not limited to statements about the potential sale of the B Medical Systems segment. Factors that could cause results to differ from the Company’s expectations include the following: the Company’s ability to sell the B Medical Systems segment and focus on its core business

azta20240708_8k.htm

false 0000933974

0000933974

2024-11-12 2024-11-12

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): November 12, 2024

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.)

200 Summit Drive, Burlington, MA 01803

(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 2.02 Results of Operations and Financial Condition

On November 12, 2024, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter and year ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2024, Azenta, Inc. (the “Company”) appointed Lawrence Lin as its Executive Vice President and Chief Financial Officer, effective as of Effective Time (as defined below), to succeed the Company’s current Executive Vice President and Chief Financial Officer, Herman Cueto, who is departing from his role at the Company. Mr. Cueto is expected to remain the Company’s Principal Financial Officer until the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, immediately after which time (the “Effective Time”), Mr. Lin will become the Company’s Principal Financial Officer. Following the Effective Time, Mr. Cueto will remain with the Company as an employee advisor through December 1, 2024, and thereafter as a consultant to facilitate the transition in accordance with the terms of his arrangements as described below.

In exchange for Mr. Cueto’s execution and delivery of the release of claims against the Company and his service as a consultant during the period beginning on December 2, 2024 and ending on February 28, 2025 (or such earlier date as determined in Mr. Cueto’s discretion) (the “Consulting Period”), pursuant to the terms of his transition and severance agreement and release dated as of November 12, 2024 (the “Transition Agreement”), following the expiration of the Consulting Period, Mr. Cueto will be eligible to receive, in addition the amounts payable to him in the event of a termination without cause under the terms his offer letter with the Company dated September 21, 2023: (i) Mr. Cueto’s annual performance incentive for the fiscal year ended September 30, 2024, calculated in accordance the Company’s historical practices and payable when bonuses are paid to other senior executives of the Company, (ii) (a) with respect to Mr. Cueto’s restricted stock unit awards granted on November 16, 2023 and August 9, 2024, full vesting acceleration as of the end of the Consulting Period and (b) with respect Mr. Cueto’s other outstanding equity awards, continued vesting through the Consulting Period and (iii) 6 months’ outplacement services.

Mr. Lin, age 47, brings over 20 years of finance experience and joins Azenta from GeoStabilization International LLC, a privately held industrial company specializing in geohazard mitigation, where he served as Chief Financial Officer from 2022 to 2024. Before this, from 2021 to 2022, Mr. Lin was Senior Vice President of Finance Operations at PHC

azta20240603_8k.htm

false 0000933974

0000933974

2024-08-06 2024-08-06

​

​

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): August 6, 2024

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.)

​ ​

200 Summit Drive, Burlington, MA 01803

(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 2.02 Results of Operations and Financial Condition

On August 6, 2024, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements.

​

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT

NUMBER

DESCRIPTION

​

​

​

99.1

​

Press release issued on August 6, 2024 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: August 6, 2024

Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​

brks_20190618_8K 0000933974false00009339742024-05-082024-05-08 ​ ​

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): May 8, 2024 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.)

​ ​ 200 Summit Drive, Burlington, MA 01803 (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 2.02 Results of Operations and Financial Condition On May 8, 2024, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Press release issued on May 8, 2024 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: May 8, 2024 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742024-02-072024-02-07 ​ ​

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): February 7, 2024 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.)

​ ​ 200 Summit Drive, Burlington, MA 01803 (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 2.02 Results of Operations and Financial Condition On February 7, 2024, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Earnings press release issued on February 7, 2024 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: February 7, 2024 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742023-11-132023-11-13 ​ ​

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): November 13, 2023 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.)

​ ​ 200 Summit Drive, Burlington, MA 01803 (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 2.02 Results of Operations and Financial Condition On November 13, 2023, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter and year ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1. Item 7.01        Regulation FD Disclosure On November 13, 2023, the Company also announced via press release that in support of the Company’s transformation strategy and as part of its ongoing board refreshment process, Didier Hirsch and Martin Madaus have been nominated for election to the Company’s board of directors at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and that two of the board of directors’ current independent directors will not be nominated to stand for re-election at the Annual Meeting. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated into this Item 7.01 by reference. Limitation on Incorporation by Reference. The information in this Item 2.02, Item 7.01 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press releases contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

forward-looking statements.

​ Item 9.01 Financial Statements and Exhibits (d) Exhibits ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Earnings press release issued on November 13, 2023 by Azenta, Inc.

​ 99.2 ​ ​ Press release issued on November 13, 2023 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: November 13, 2023 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742023-08-082023-08-08 ​ ​

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): August 8, 2023 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.)

​ ​ 200 Summit Drive, Burlington, MA 01803 (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 2.02 Results of Operations and Financial Condition On August 8, 2023, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Press release issued on August 8, 2023 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: August 8, 2023 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742023-05-092023-05-09 ​ ​

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): May 9, 2023 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.)

​ ​ 200 Summit Drive, Burlington, MA 01803 (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 2.02 Results of Operations and Financial Condition On May 9, 2023, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended March 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Press release issued on May 9, 2023 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: May 9, 2023 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742023-02-082023-02-08 ​ ​

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): February 8, 2023 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.)

​ ​ 200 Summit Drive, Burlington, MA 01803 (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 2.02 Results of Operations and Financial Condition On February 8, 2023, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended December 31, 2022 and announced that on February 8, 2023 at 4:30 p.m. ET, it will host an investor conference call to discuss these financial results. A copy of the press release is attached hereto as Exhibit 99.1, and a copy of the investor presentation to be used by Azenta as part of the investor conference call which discloses certain financial information about Azenta and its businesses is attached hereto as Exhibit 99.2, each of which are incorporated herein by reference. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release or the investor presentation attached as exhibits hereto, the exhibits contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in each of the exhibits regarding these forward-looking statements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Press release issued on February 8, 2023 by Azenta, Inc.

99.2 ​ Investor Presentation dated February 8, 2023 of 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: February 8, 2023 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742022-11-112022-11-11 ​

​

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): November 11, 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 2.02 Results of Operations and Financial Condition On November 14, 2022, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter and full year ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. ​ Item 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ (b)          On November 11, 2022, each of Mark S. Wrighton and Alfred Woollacott, III informed the Company that they will be retiring from the Board of Directors (the “Board”) of the Company and do not intend to stand for re-election to the Board at the upcoming 2023 annual meeting of stockholders. Each is expected to continue to serve as a director until the expiration of their current term of office at the 2023 annual meeting of stockholders. Neither director communicated to the Company any disagreements regarding the Company’s operations, policies or practices in connection with his resignation, nor is the Company aware of any such disagreements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K. ​ ​ ​

​

​ ​

EXHIBIT

NUMBER

​

DESCRIPTION

​ ​

99.1 Press release issued on November 14, 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: November 14, 2022 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742022-08-092022-08-09 ​ ​

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): August 9, 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 2.02 Results of Operations and Financial Condition On August 9, 2022, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K. ​

​

​

EXHIBIT

NUMBER

​

DESCRIPTION

​ ​ ​

99.1 ​ Press release issued on August 9, 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: August 9, 2022 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742022-07-132022-07-13 ​ ​

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): July 13, 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 2.02 Results of Operations and Financial Condition On July 13, 2022, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its preliminary financial results for the fiscal quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. ​ Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K. ​ ​ ​

​

​ ​

EXHIBIT

NUMBER

​

DESCRIPTION

​ ​

99.1 Press release issued on July 13, 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: July 13, 2022 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742022-05-092022-05-09 ​ ​

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): May 9, 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 2.02 Results of Operations and Financial Condition On May 9, 2022, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its preliminary financial results for the fiscal quarter ended March 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. Item 9.01  Financial Statements and Exhibits (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K. ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Press release issued on May 9, 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: May 9, 2022 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742022-02-082022-02-08 ​ ​

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): February 8, 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 2.02 Results of Operations and Financial Condition On February 8, 2022, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended December 31, 2021.  A copy of the press release is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. Item 9.01  Financial Statements and Exhibits (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K. ​

​

​

EXHIBIT

NUMBER

DESCRIPTION

​ ​ ​

99.1 ​ Press release issued on February 8, 2021 by Brooks Automation, 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: February 8, 2022 Jason W. Joseph

Senior Vice President, General Counsel and Secretary

​ ​ ​ ​

brks_20190618_8K 0000933974false00009339742021-11-162021-11-16

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): November 16, 2021

BROOKS AUTOMATION, INC.

(Exact Name of Registrant as Specified in 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)

(Zip Code)

Registrant’s telephone number, including area code: (978) 262-2400

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

BRKS

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 2.02. Results of Operations and Financial Condition On November 16, 2021, Brooks Automation, Inc. (“Brooks”) held and investor day conference call, which included information about the results of operations and financial condition of Brooks. A copy of the presentation used in connection with the portion of the investor day conference call presented by Brooks’ Executive Vice President and Chief Financial Officer is attached hereto as Exhibit 99.1. Limitation on Incorporation by Reference. The information in this Item 2.02 and Exhibit 99.1 in Item 9.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the presentation attached as Exhibit 99.1 hereto, the presentation contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the presentation regarding these forward-looking statements. Item 8.01. Other Events. On November 16, 2021, Brooks issued a press release announcing that it is changing its name to Azenta, Inc. and will begin trading on the Nasdaq Global Select Market under the ticker symbol “AZTA”, effective at the open of market trading on December 1, 2021. A copy of the press release has been filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits

99.1 Investor Day Presentation by Executive Vice President and Chief Financial Officer dated November 16, 2021.

​ ​

99.2 Press Release dated November 16, 2021, issued by Brooks Automation, 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. ​

​ ​

​

BROOKS AUTOMATION, INC.

​ ​

Date: November 17, 2021 /s/ Jason W. Joseph

Jason W. Joseph Senior Vice President, General Counsel and Secretary

​ ​ ​