Azenta (Nasdaq: AZTA) closes $63M sale of B Medical unit with vendor loan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Azenta, Inc. has completed the sale of its B Medical Systems business to Thelema S.à r.l. for a fixed purchase price of $63,000,000. The consideration consists of $28,000,000 in cash and a $35,000,000 short-term secured vendor loan from Azenta Germany GmbH to Thelema bearing 6.0% annual interest and maturing three months after funding.
Thelema’s obligations are secured by a first-priority pledge over 100% of B Medical’s equity, and the transaction is a related-party deal because Thelema is majority owned by B Medical’s CEO, who is also a Company vice president; Azenta’s audit committee reviewed and approved the arrangements. B Medical has been treated as a discontinued operation, and unaudited pro forma figures show net cash proceeds of $19,000,000, recognition of the $35,000,000 vendor loan receivable, removal of B Medical’s assets and liabilities, and a $41,464,000 reduction to retained earnings mainly from cumulative translation adjustments.
Positive
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Negative
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Insights
Azenta closes $63M divestiture using a short-term related-party vendor loan.
Azenta has exited B Medical Systems for $63M, mixing immediate cash with a $35M vendor loan to the buyer. The loan carries 6% interest, three‑month maturity, and is secured by a pledge over B Medical’s equity, with potential subordination to future acquisition financing.
The filing highlights that this is a related-party transaction: Thelema is majority owned by B Medical’s CEO, who is also a Company vice president, and did not act for the Company; the audit committee approved the structure. Pro forma data show $19M net cash proceeds, recognition of the vendor loan receivable, derecognition of B Medical’s held‑for‑sale assets and liabilities, and a $41.464M hit to retained earnings driven largely by cumulative translation adjustments.
Forward‑looking statements emphasize risks around Thelema’s ability to refinance and repay the vendor loan, and the possibility of default. Subsequent company filings may detail actual repayment, refinancing terms, or any credit issues tied to this short‑dated exposure.
8-K Event Classification
4 items: 1.01, 2.01, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Purchase price for B Medical: $63,000,000
Vendor loan principal: $35,000,000
Vendor loan interest rate: 6.0% per annum
+5 more
8 metrics
Purchase price for B Medical
$63,000,000
Fixed consideration for sale of B Medical Systems
Vendor loan principal
$35,000,000
Secured term loan from Azenta Germany GmbH to Thelema
Vendor loan interest rate
6.0% per annum
Interest on $35M vendor loan; matures three months after funding
Immediate cash consideration
$28,000,000
Cash portion of B Medical sale price
Net cash proceeds
$19,000,000
Pro forma adjustment to cash and cash equivalents from Transaction
Retained earnings impact
$(41,464,000)
Pro forma reduction mainly from cumulative translation adjustments
Cumulative translation adjustment component
$46,900,000
Approximate amount reclassified, partly offset by $5.4M selling costs
Deposit received December 2025
$9,000,000
Deposit from Thelema later released upon completion of Transaction
Key Terms
Vendor Loan Agreement, Share Pledge Agreement, related party transaction, discontinued operation, +2 more
6 terms
Vendor Loan Agreement financial
"entered into a Vendor Loan Agreement with Thelema… to provide a secured term loan"
A vendor loan agreement is a deal where the seller of a business or assets acts like a lender, letting the buyer pay part of the purchase price over time instead of all up front. Think of it as the seller carrying a portion of the mortgage; it matters to investors because it affects the cash flows and credit risk of both parties — the seller keeps exposure to the buyer’s performance, and the buyer gets cheaper or easier financing that can change balance-sheet strength and future returns.
discontinued operation financial
"the sale of B Medical has met the criteria to be classified as a discontinued operation"
A discontinued operation is a part of a company that has been sold, closed, or is planned to be shut down, and will no longer be part of its ongoing business activities. For investors, it matters because it can significantly affect a company's financial results and future outlook, similar to removing a large, ongoing project from a company's operations. Recognizing discontinued operations helps investors better understand a company's current performance separate from parts that are no longer active.
unaudited pro forma condensed consolidated balance sheet financial
"The unaudited pro forma condensed consolidated balance sheet of the Company as of March 31, 2026"
cumulative translation adjustments financial
"impact on retained earnings resulting from the cumulative translation adjustments of approximately $46.9 million"
FAQ
What did Azenta (AZTA) receive from the sale of B Medical Systems?
Azenta received a fixed purchase price of $63 million. This includes $28 million in cash and a $35 million short-term secured vendor loan to Thelema, bearing 6% annual interest and maturing three months after funding.
How is Azenta’s $35 million vendor loan to Thelema structured?
Azenta Germany GmbH provided a $35 million secured term loan to Thelema at 6.0% interest, maturing three months after funding. It must be repaid in full at maturity, can be prepaid without penalty, and is secured by 100% of B Medical’s equity interests.
How did the B Medical sale affect Azenta’s pro forma balance sheet?
Pro forma, Azenta records $19 million net cash proceeds, a $35 million related-party note receivable, and removal of B Medical’s held-for-sale assets and liabilities. Retained earnings decrease by about $41.464 million, mainly from cumulative translation adjustments, partly offset by estimated selling costs.
What key risks does Azenta highlight around the B Medical divestiture?
Azenta cites risks including Thelema’s ability to secure third-party financing to repay the vendor loan, potential default under the loan, and execution of Azenta’s strategic priorities and capital allocation plans. These risks are discussed alongside other factors in its Form 10-K and Form 10-Q filings.
How did Azenta classify B Medical in its financial statements before the sale?
Azenta determined that B Medical met the criteria for a discontinued operation. It began accounting for B Medical as discontinued in its Form 10-Q for the quarter ended December 31, 2024, and the sale is treated as a significant disposition for reporting purposes.
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 1, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
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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 o
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. o
Item 1.01. Entry into a Material Definitive Agreement.
On July 1, 2026, in connection with the closing of the Transaction (as defined in Item 2.01 below), Azenta Germany GmbH, a wholly owned subsidiary of Azenta, Inc. (the “Company”), entered into a Vendor Loan Agreement (the “Vendor Loan Agreement”) with Thelema S.à r.l. (“Thelema”), pursuant to which Azenta Germany GmbH agreed to provide a secured term loan to Thelema in an aggregate principal amount of $35 million. The Vendor Loan Agreement was entered into to support and facilitate the completion of the Transaction. The loan bears interest at a rate of 6.0% per annum and matures three months following the funding date. The loan is required to be repaid in full at maturity and may be prepaid at any time without premium or penalty upon prior notice. The obligations of Thelema under the Vendor Loan Agreement are secured by a first-priority pledge over 100% of the equity interests of B Medical Systems S.à r.l. (the “Acquired Company”) in favor of Azenta Germany GmbH pursuant to a Share Pledge Agreement (the “Share Pledge Agreement”) entered into on July 1, 2026.
The Vendor Loan Agreement and the Share Pledge Agreement constitute a related party transaction. Thelema is majority owned by Luc Provost, a Vice President of the Company and the Chief Executive Officer of the Acquired Company. Mr. Provost did not participate on behalf of the Company in the review, negotiation or approval of these arrangements, which were reviewed and approved by the Audit Committee of the Board of Directors in accordance with the Company’s policies and procedures governing related-person transactions.
The Vendor Loan Agreement includes customary covenants restricting Thelema’s ability to incur additional indebtedness, make distributions, or otherwise dispose of assets, subject to exceptions, including the incurrence of acquisition financing. Azenta Germany GmbH has agreed to cooperate with Thelema and prospective third-party lenders in connection with any such acquisition financing or refinancing of the loan, including by entering into customary intercreditor, subordination or priorities arrangements and by releasing the pledge upon repayment of the loan in full. As a result, the first-priority pledge described above may be subordinated to, or released in connection with, acquisition or refinancing indebtedness subsequently incurred by Thelema.
On July 1, 2026, Azenta Germany GmbH and Thelema S.à r.l. also entered into a deed of amendment to the Sale and Purchase Agreement previously disclosed in the Company’s Current Report on Form 8-K filed on December 29, 2025 (“Deed of Amendment”), pursuant to which USD 35,000,000 of the purchase price is to be satisfied through the above-described vendor loan, with corresponding revisions to payment mechanics, closing conditions, and the transaction long-stop date.
The foregoing descriptions of the Vendor Loan Agreement, the Share Pledge Agreement, and Deed of Amendment are summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of the Vendor Loan Agreement, the Share Pledge Agreement, and Deed of Amendment, copies of which are filed as Exhibits 10.1, 10.2 and 2.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 1, 2026, Azenta Germany GmbH, a wholly owned subsidiary of the Company, completed the sale of the entire issued share capital of B Medical Systems S.à r.l. (“B Medical”) to Thelema (the “Transaction”) pursuant to the Sale and Purchase Agreement. The aggregate purchase price for the Transaction was USD 63,000,000, consisting of USD 28,000,000 cash paid at or prior to closing and USD 35,000,000 funded through the Vendor Loan Agreement described in Item 1.01 above. The purchase price is fixed and not subject to customary post-closing adjustments.
As previously disclosed in the Company’s Current Report on Form 8-K filed on April 2, 2026, the Transaction did not close by March 31, 2026 due to Thelema’s inability at that time to secure the required financing. The Transaction was completed on July 1, 2026 following the satisfaction of the closing conditions.
Item 7.01. Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Because B Medical has been presented as a discontinued operation in the Company’s historical consolidated financial statements, the effects of the disposition on the Company's results of operations are already reflected in those statements, and therefore no unaudited pro forma condensed consolidated statements of operations are presented. In addition, no adjustment was required to the estimated loss previously recognized in connection with the disposition of B Medical based on available information and assumptions as of the filing date. The unaudited pro forma condensed consolidated balance sheet of the Company as of March 31, 2026 giving effect to the disposition of B Medical (including the receipt of the consideration described in Item 2.01, the vendor loan described in Item 1.01 and the derecognition of the related assets and liabilities held for sale), together with the accompanying explanatory notes, is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
(d)Exhibits
| EXHIBIT NUMBER | DESCRIPTION | |||||||
| 2.1 | Sale and Purchase Agreement, dated December 23, 2025, between Azenta Germany GmbH and Thelema S.à r.l. relating to the entire issued share capital of B Medical Systems S.à r.l. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 29, 2025). | |||||||
| 2.2 | Deed of Amendment, dated July 1, 2026, to the Sale and Purchase Agreement, between Azenta Germany GmbH and Thelema S.à r.l. | |||||||
| 10.1 | Vendor Loan Agreement, dated July 1, 2026, between Azenta Germany GmbH and Thelema S.à r.l. | |||||||
| 10.2 | Share Pledge Agreement, dated July 1, 2026, among Thelema S.à r.l., Azenta Germany GmbH and B Medical Systems S.à r.l. | |||||||
| 99.1 | Press release dated July 8, 2026. | |||||||
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Information of Azenta, Inc. as of March 31, 2026 (filed herewith). | |||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |||||||
Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K and the documents furnished herewith contain forward-looking statements within the meaning of the federal securities laws, which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These include statements regarding the expected benefits of the completed transaction, the Company’s future strategic priorities and capital allocation plans, and the anticipated refinancing by Thelema and repayment of the Vendor Loan Agreement. Although the Company’s forward-looking statements reflect the good faith judgment of its management, these forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including: Thelema’s ability to complete its third-party financing to repay the vendor loan at or prior to maturity; the risk of a default by Thelema under the Vendor Loan Agreement; the Company’s ability to realize the expected benefits of the transaction and to execute on its strategic priorities and capital allocation plans; and the other factors described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q. As a result, you are cautioned not to rely on these forward-looking statements. Any forward-looking statement made herein 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.
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: July 8, 2026 | Ephraim Starr | ||||
| Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Azenta Completes Sale of B Medical Systems
BURLINGTON, Mass., July 8, 2026 (PRNewswire) – Azenta, Inc. (Nasdaq: AZTA) today announced the completion of the previously disclosed sale of its B Medical Systems business to Thelema S.à r.l.
The transaction was originally announced on December 29, 2025 and closed on July 1, 2026 following the satisfaction of all closing conditions. Under the terms of the agreement, Azenta sold B Medical Systems for a fixed purchase price of $63 million in cash, of which $35 million was funded through a short-term secured vendor loan from an Azenta subsidiary to Thelema. Additional details regarding the transaction are available in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission.
"The completion of this transaction advances our strategy to simplify and focus the portfolio on our core life sciences businesses," said John Marotta, President and Chief Executive Officer of Azenta. "With enhanced financial flexibility and a continued focus on our core growth platforms, we are well positioned to drive sustainable growth and long-term value for our shareholders.”
About Azenta Life Sciences
Azenta, Inc. (Nasdaq: AZTA) is a leading provider of life sciences solutions worldwide, enabling life science organizations around the world to bring impactful breakthroughs and therapies to market faster. Azenta provides a full suite of reliable cold-chain sample management solutions and multiomics services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally. Our global team delivers and supports these products and services through our industry-leading brands, including GENEWIZ, FluidX, Ziath, 4titude, Limfinity, Freezer Pro, and Barkey.
Azenta is headquartered in Burlington, MA, with operations in North America, Europe and Asia. For more information, please visit www.azenta.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected benefits of the completed transaction, the Company’s future strategic priorities and capital allocation plans, and the anticipated repayment or refinancing of the vendor loan described above. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including: Thelema’s ability to complete its third-party financing to repay the vendor loan at or prior to maturity; the risk of a default by Thelema under the vendor loan; the Company’s ability to realize the expected benefits of the transaction and to execute on its strategic priorities and capital allocation plans; and the other factors described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Any forward-looking statement in this press release speaks only as of the date on which it is made, and, 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.
INVESTOR CONTACTS:
Yvonne Perron
Vice President, Financial Planning & Analysis and Investor Relations
ir@azenta.com
Maria Isabel Cuartas
Manager Investor Relations
ir@azenta.com
Exhibit 99.2
AZENTA, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Introduction
On July 1, 2026, Azenta, Inc. (the “Company”) completed the sale of the entire issued share capital of B Medical Systems S.à r.l. (“B Medical”) to Thelema (the “Transaction”) pursuant to the Sale and Purchase Agreement. The aggregate purchase price for the Transaction was USD 63,000,000 in cash, of which USD 35,000,000 was funded through the Vendor Loan Agreement. The purchase price is fixed and not subject to customary post-closing adjustments.
The sale of B Medical is considered a significant disposition for purposes of Item 2.01 of Form 8-K. The Company has also determined that the sale of B Medical has met the criteria to be classified as a discontinued operation in accordance with accounting principles generally accepted in the United States of America. Accordingly, the Company began to account for B Medical as a discontinued operation beginning in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2024. Accordingly, the Company has prepared the unaudited pro forma condensed consolidated financial information presented below in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Basis of Unaudited Proforma Condensed Consolidated Financial Information
The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the Transaction as if it had occurred on March 31, 2026, the date of the Company's most recently filed balance sheet. This unaudited pro forma condensed consolidated balance sheet has been derived from the Company's historical condensed consolidated financial statements and gives effect to the Transaction subject to the assumptions and adjustments described in the accompanying notes and is based on information presently available. The unaudited pro forma condensed consolidated balance sheet is presented for illustrative and informational purposes only and is not necessarily indicative of what the Company's financial condition would have been had the Transaction been completed on the dates assumed or indicated, nor is it necessarily indicative of the Company's future financial condition.
The unaudited pro forma condensed consolidated balance sheet should be read in conjunction with (i) the Company's historical audited consolidated financial statements and the accompanying notes, as well as “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in the Company's Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 4, 2025 ("Form 10-K") and (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 8, 2026, to which this exhibit relates.
The unaudited pro forma condensed consolidated balance sheet reflects the following transaction adjustments (“Transaction Adjustments”) to give effect to the Transaction, based on currently available information and assumptions that the Company believes are reasonable as of the filing date:
•the recognition of the estimated impact of the net cash proceeds received in connection with the Transaction;
•the recognition of the note receivable arising under the Vendor Loan Agreement; and
•the derecognition of the assets and liabilities of B Medical disposed of in the Transaction.
AZENTA, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share and per share data)
| As of March 31, 2026 | |||||||||||||||||||||||
| Historical (as reported) | Transaction Adjustments (Note 2) | Pro Forma | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 234,033 | $ | 19,000 | A | $ | 253,033 | ||||||||||||||||
| Short-term marketable securities | 146,484 | 146,484 | |||||||||||||||||||||
Accounts receivable, net of allowance for expected credit losses ($4,481 and $4,649, respectively) | 131,318 | 131,318 | |||||||||||||||||||||
| Inventories | 78,510 | 78,510 | |||||||||||||||||||||
| Short-term restricted cash | 2,410 | 2,410 | |||||||||||||||||||||
| Refundable income taxes | 6,838 | 6,838 | |||||||||||||||||||||
| Note receivable - related party | — | 35,000 | B | 35,000 | |||||||||||||||||||
| Prepaid expenses and other current assets | 50,214 | 50,214 | |||||||||||||||||||||
| Current assets held for sale | 77,178 | (77,178) | C | — | |||||||||||||||||||
| Total current assets | 726,985 | (23,178) | 703,807 | ||||||||||||||||||||
| Property, plant and equipment, net | 171,832 | 171,832 | |||||||||||||||||||||
| Long-term marketable securities | 177,831 | 177,831 | |||||||||||||||||||||
| Long-term deferred tax assets | 501 | 501 | |||||||||||||||||||||
| Operating lease right-of-use assets | 59,451 | 59,451 | |||||||||||||||||||||
| Goodwill | 553,070 | 553,070 | |||||||||||||||||||||
| Intangible assets, net | 91,433 | 91,433 | |||||||||||||||||||||
| Long-term income taxes receivable | 45,600 | 45,600 | |||||||||||||||||||||
| Other assets | 8,814 | 8,814 | |||||||||||||||||||||
| Noncurrent assets held for sale | 68,372 | (68,372) | C | — | |||||||||||||||||||
| Total assets | $ | 1,903,889 | $ | (91,550) | $ | 1,812,339 | |||||||||||||||||
| Liabilities and stockholders' equity | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Accounts payable | $ | 33,136 | $ | 33,136 | |||||||||||||||||||
| Deferred revenue | 39,013 | 39,013 | |||||||||||||||||||||
| Derivative liability | 29,615 | 29,615 | |||||||||||||||||||||
| Accrued warranty and retrofit costs | 4,157 | 4,157 | |||||||||||||||||||||
| Accrued compensation and benefits | 29,146 | 29,146 | |||||||||||||||||||||
| Accrued customer deposits | 36,217 | 36,217 | |||||||||||||||||||||
| Accrued income taxes payable | 8,753 | 8,753 | |||||||||||||||||||||
| Accrued expenses and other current liabilities | 45,739 | (9,000) | D | 36,739 | |||||||||||||||||||
| Current liabilities held for sale | 31,416 | (31,416) | C | — | |||||||||||||||||||
| Total current liabilities | 257,192 | (40,416) | 216,776 | ||||||||||||||||||||
| Long-term deferred tax liabilities | 15,747 | 15,747 | |||||||||||||||||||||
| Long-term operating lease liabilities | 55,711 | 55,711 | |||||||||||||||||||||
| Other long-term liabilities | 10,892 | 10,892 | |||||||||||||||||||||
| Noncurrent liabilities held for sale | 9,670 | (9,670) | C | — | |||||||||||||||||||
| Total liabilities | 349,212 | (50,086) | 299,126 | ||||||||||||||||||||
| Stockholders' equity | |||||||||||||||||||||||
Preferred stock, $0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding | — | — | |||||||||||||||||||||
Common stock, $0.01 par value - 125,000,000 shares authorized, 59,553,293 shares issued and 46,091,424 shares outstanding at March 31, 2026; 59,320,848 shares issued and 45,858,979 shares outstanding at September 30, 2025 | 596 | 596 | |||||||||||||||||||||
| Additional paid-in capital | 538,782 | 538,782 | |||||||||||||||||||||
| Accumulated other comprehensive loss | (27,471) | (27,471) | |||||||||||||||||||||
Treasury stock, at cost - 13,461,869 shares at March 31, 2026 and September 30, 2025 | (200,956) | (200,956) | |||||||||||||||||||||
| Retained earnings | 1,243,726 | $ | (41,464) | E | 1,202,262 | ||||||||||||||||||
| Total stockholders' equity | 1,554,677 | $ | (41,464) | 1,513,213 | |||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 1,903,889 | $ | (91,550) | $ | 1,812,339 | |||||||||||||||||
See accompanying notes to the unaudited pro forma condensed consolidated balance sheet.
AZENTA, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
Note 1: Basis of Presentation
The accompanying unaudited pro forma condensed consolidated balance sheet has been prepared in accordance with the rules and regulations of the SEC on the basis described under the heading “Introduction”.
Note 2: Transaction Adjustments
A.Reflects an adjustment to cash and cash equivalents equal to the net cash proceeds from the Transaction. A reconciliation of the purchase price to the net cash proceeds reflected in the Transaction Adjustments is presented in the table below (in thousands):
| Description | Amount | ||||
| Purchase price | $ | 63,000 | |||
| Deposit received in December 2025 | (9,000) | ||||
| Note receivable - related party | (35,000) | ||||
| Net cash proceeds | $ | 19,000 | |||
The total cash proceeds received is $28.0 million, of which $9.0 million was received in December 2025 and $19.0 million was received in June 2026.
B.Reflects the recognition of a short-term vendor loan receivable at its estimated fair value in connection with the Transaction. Pursuant to the Vendor Loan Agreement entered into on July 1, 2026, Azenta agreed to provide a secured term loan to Thelema with an aggregate principal amount of $35.0 million. The loan bears interest at a rate of 6.0% per annum, matures three months following the funding date, and is required to be repaid in full at maturity. The accompanying unaudited pro forma condensed consolidated balance sheet reflects an adjustment to recognize the vendor loan receivable at its estimated fair value as of the closing date, which was determined based on currently available information and management's assumptions regarding the terms of the loan, expected repayment period, borrower credit risk, and the value of the underlying collateral.
C.Reflects the removal of the assets and liabilities of B Medical which were presented within discontinued operations on the Company's historical condensed consolidated balance sheet as of March 31, 2026. For additional information regarding the composition of the B Medical Systems business' assets and liabilities as of March 31, 2026, refer to note 3 to the Form 10-Q.
D.Reflects the release of the accrual for the $9.0 million deposit received from Thelema in December 2025 in connection with the completion of the Transaction.
E.Reflects the impact on retained earnings resulting from the cumulative translation adjustments of approximately $46.9 million, offset by $5.4 million of estimated cost to sell.