Azenta, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Azenta (AZTA) signed a big deal, filing an 8-K. Details to follow.

AI Summary

On December 23, 2025, Azenta, Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Azenta, Inc. was formerly known as Brooks Automation, Inc. and has undergone several name changes.

Why It Matters

This 8-K filing indicates a significant new agreement for Azenta, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Azenta, Inc. (company) — Registrant
• Brooks Automation, Inc. (company) — Former company name
• December 23, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value AZTA The Nasdaq Stock Mar

Filing Documents

• azta20251226_8k.htm (8-K) — 29KB
• ex_902497.htm (EX-2.1) — 256KB
• ex_902498.htm (EX-99.1) — 7KB
• image01.jpg (GRAPHIC) — 8KB
• logo01.jpg (GRAPHIC) — 10KB
• sig01.jpg (GRAPHIC) — 4KB
• sig02.jpg (GRAPHIC) — 3KB
• 0001437749-25-038787.txt ( ) — 496KB
• azta-20251223.xsd (EX-101.SCH) — 3KB
• azta-20251223_def.xml (EX-101.DEF) — 11KB
• azta-20251223_lab.xml (EX-101.LAB) — 15KB
• azta-20251223_pre.xml (EX-101.PRE) — 11KB
• azta20251226_8k_htm.xml (XML) — 3KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On December 23, 2025, Azenta Germany GmbH, a wholly owned subsidiary of Azenta, Inc. ("Azenta" or the "Company") entered into a definitive Sale and Purchase Agreement ("Share Purchase Agreement") with Thelema S. R.L. ("Thelema") relating to the entire issued share capital of B Medical Systems S. R.L. ("B Medical"), a subsidiary of Azenta Germany GmbH. Thelema is a private limited liability company incorporated under the laws of Luxembourg. The transaction is with a related party, as Luc Provost, the current Vice President of Azenta and CEO of B Medical, is Thelema's majority owner. The terms of the Share Purchase Agreement were negotiated on an arm's-length basis following a competitive auction process. In accordance with those terms, Thelema is acquiring 100% of B Medical's share capital for USD 63,000,000. Thelema has deposited USD 9,000,000 with Azenta Germany GmbH and is expected to pay the remaining USD 54,000,000 on or before March 31, 2026, at which point the Company's disposition of B Medical will be completed. Thelema's securing of final residual financing for the acquisition is a condition precedent to completion of the Share Purchase Agreement, and there can be no assurance that this condition will be satisfied or that the transaction will be completed. If the financing condition is not satisfied by March 31, 2026, either Azenta Germany GmbH or Thelema may terminate the Share Purchase Agreement, in which case Azenta Germany GmbH will retain USD 5,000,000 from the deposit as a break-up fee. The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed herewith as Exhibit 2.1 and incorporated herein by reference. The Purchase Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 29, 2025, Azenta issued a press release announcing the entry into the Share Purchase Agreement discussed in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8K. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, 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, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Sale and Purchase Agreement, dated December 23, 2025, between Azenta Germany GmbH and Thelema S. R.L. relating to the entire issued share capital of B Medical Systems S. R.L. 1 99.1 Press release dated December 29, 2025. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). Cautionary Note Regarding Forward-Looking Statements . This Current Report on Form 8-K contains forward-looking statements, which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. For example, statements in Item 1.01 about the expected completion of the disposition of B Medical are forward-looking and subject to risks, including non-satisfaction of the financing condition. The press release attached as Exhibit 99.1 also contains forward-looking statements, such as regarding the proceeds from the sale of B Medical. Although the Company's forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not to rely on these forward-looking statements. Any forward-looking statement made in this Current Report on Form 8-K speaks only as of the date on which it is made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of new information, future developments or otherwise. 1 In accordance with Item 601(a)(5) of Regulation S-K, the schedules to Exhibit 2.1 have been omitted. In accordance with Item 601(a)(6) of Regulation S-K, private information has been redacted as indicted in the same exhibit. 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 undersign

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View this 8-K filing on SEC EDGAR