0000933974 false 0000933974 2023-02-08 2023-02-08

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

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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.)

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200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

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(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:

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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. ☐

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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.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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EXHIBIT NUMBER |  | DESCRIPTION
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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).

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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.
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| /s/ Jason W. Joseph
Date: February 8, 2023 | Jason W. Joseph
| Senior Vice President, General Counsel and Secretary

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