false
0000933974
0000933974
2026-03-04
2026-03-04
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): March 4, 2026
Azenta, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25434
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04-3040660
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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200 Summit Drive, 6th Floor, Burlington, MA 01803
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(Address of principal executive offices and Zip Code)
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(888) 229-3682
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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AZTA
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The Nasdaq Stock Market LLC
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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 ☐
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 1.01 Entry into Material Definitive Agreement.
On March 4, 2026, Azenta UK Ltd., a wholly owned subsidiary of Azenta, Inc. (“Azenta” or the “Company”) entered into a definitive Share Purchase Agreement (“Agreement”) under which Azenta UK Ltd. acquired all the issued and outstanding share capital of UK Biocentre Limited (“UK Biocentre”), a provider of sample management, sample storage and high-throughput sample processing services in the United Kingdom. The total consideration was GBP 20.5 million, net of cash and inclusive of up to GBP 1.8 million in contingent consideration upon the completion of certain milestones. Following the acquisition, UK Biocentre is expected to serve as a European-wide hub for Azenta’s Sample Repository Services (“SRS”) business and will continue to operate under the UK Biocentre name.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 2.1 and incorporated herein by reference. The Agreement has been filed to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, Azenta UK Ltd., or UK Biocentre.
In particular, the assertions embodied in the representations and warranties and certain covenants contained in the Agreement are qualified by information in confidential disclosure schedules provided in connection with the signing of the Agreement. These confidential disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties and certain covenants set forth in the Agreement. Moreover, certain representations and warranties in the Agreement were used for the purpose of allocating contractual risk between Azenta UK Ltd. and UK Biocentre rather than to establish matters of fact. Accordingly, investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Azenta UK Ltd., or UK Biocentre.
Item 7.01. Regulation FD Disclosure.
On March 4, 2026, 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 8‑K solely to satisfy Regulation FD requirements.
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.
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(d) Exhibits
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Exhibit No.
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Description
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2.1
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Share Purchase Agreement dated March 4, 2026 between Azenta UK Ltd. and UK Biocentre Limited1, 2
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99.1
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Press release dated March 4, 2026
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document).
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1
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Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
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2
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Certain confidential information, marked by brackets and asterisks, has been omitted pursuant to Item 601(b)(2) of Regulation S-K, and certain private information has been redacted as indicated in the same exhibit in accordance with Item 601(a)(6) of Regulation S-K.
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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.
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AZENTA, INC.
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/s/ Ephraim Starr |
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Date: March 4, 2026
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Ephraim Starr
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Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
Azenta Completes Strategic Acquisition of UK Biocentre Limited, to Expand Biorepository Capabilities
BURLINGTON, MA – March 4, 2026 – Azenta, Inc. (Nasdaq: AZTA), a leading provider of life science solutions, today announced that its wholly owned subsidiary, Azenta UK Ltd, has acquired UK Biocentre Limited, a leading provider of sample management, sample storage and high-throughput sample processing services in the United Kingdom. The total consideration was GBP 20.5 million, net of cash and inclusive of up to GBP 1.8 million in contingent consideration upon the completion of certain milestones.
The acquisition strengthens Azenta’s ability to deliver end-to-end lifecycle solutions in the UK, a leading life science research epicenter, while expanding its presence in Europe by establishing the UK Biocentre as a European-wide operational hub to support pharmaceutical, biotechnology, academic, and public health customers across the region. This major hub will support our already established biorepository in Griesheim, Germany with current and new customers benefiting from expanded sample storage automated capabilities, reliable and fully integrated sample management and processing services, and a broader European footprint to support the region. UK Biocentre will continue to operate under its existing name.
Founded in 2014, UK Biocentre supports large‑scale biomedical, pharmaceutical, and clinical studies, enabling life‑changing research across academic, pharmaceutical, and biotechnology communities. Its high‑quality, automated solutions have made it a trusted partner supporting critical scientific discoveries and population‑scale programs. UK Biocentre generated approximately GBP 15.3 million in revenue over the twelve months ending fiscal September 30, 2025. On a pro forma fiscal-year basis, we expect the acquisition to be dilutive to 2026 Adjusted EBITDA margin by approximately 35bps and accretive to our 2027 and 2028 organic revenue growth rate and Adjusted EBITDA margin expansion expectations underlying our December Investor Day targets.
“The acquisition of UK Biocentre is a strategic step in positioning Azenta at the center of the most critical workflows in the life sciences ecosystem,” said John Marotta, President and Chief Executive Officer. “This transaction strengthens our end-to-end sample management solutions platform with deep operational expertise, and enhances our ability to deliver highly scalable, next-generation biorepository capabilities, including the deployment of our 16-million-sample BioArc™ Ultra, which will further expand our automated, high- throughput capacity later this year. It broadens our global footprint, fully aligns with our disciplined capital allocation strategy, and reinforces our leading positioning across the industry.”
“Today marks a pivotal moment for UK Biocentre. Joining Azenta brings together two life science organizations united by a shared commitment to scientific excellence, innovation, and world-class sample management,” said Dr Tony Cox OBE, Chief Executive Officer of UK Biocentre. “Azenta’s global leadership in sample management, biorepository solutions and genomic services gives us the platform to accelerate our growth, strengthen our infrastructure, and future-proof our capabilities at scale. Together, we will expand our reach across Europe and enhance the services we provide to research, industry and academic science. Our mission remains unchanged: to enable and advance life-changing research. With Azenta’s expertise and global resources behind us, we are entering an exciting new chapter - delivering even greater impact, resilience and value for our customers and partners.”
In connection with the transaction, Deloitte served as exclusive financial advisor to Azenta, and Bird & Bird LLP served as legal counsel.
Conference Call and Webcast:
Azenta will host a conference call and webcast to discuss the transaction on Tuesday, March 10, 2026, at 10:00 am Eastern Time. The call will be broadcast live over the Internet and, together with presentation materials referenced on the call, will be hosted at the Investor Relations section of Azenta's website at https://investors.azenta.com/events.
Analysts, investors and members of the media can access the live webcast via the Azenta website at https://investors.azenta.com/events. A replay will be available on March 11, 2026.
About UK Biocentre:
UK Biocentre (UKBC) is a leading provider of sample management, sample storage and high-throughput sample processing. UKBC supports and facilitates large-scale studies, enabling life-changing research in the academic, pharmaceutical and biotech communities. UKBC provides end-to-end solutions, from sample collection through to processing, analysis and long-term sample cold storage. https://www.ukbiocentre.com/
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.
“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934
This press release contains forward‑looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward‑looking statements are based on current assumptions, expectations, and beliefs and include, without limitation, statements regarding, anticipated financial and operational impacts of the transaction, future revenue growth, expected adjusted EBITDA margin performance, strategic benefits, integration plans, and other statements that are not historical facts.
Forward‑looking statements are not guaranteed of future performance, and actual results may differ materially due to a variety of risks and uncertainties. These risks include, but are not limited to: the ability to successfully integrate UK Biocentre’s operations; customer acceptance of and demand for the combined companies’ offerings; potential disruptions to existing business operations; expected synergies or financial benefits not being realized on the anticipated timeline or at all; changes in market, industry, regulatory, or economic conditions; and other factors described in Azenta’s filings with the Securities and Exchange Commission. Forward‑looking statements involve estimates, assumptions, and uncertainties, many of which are beyond the Company’s control, and actual outcomes may differ materially from those expressed or implied in such statements.
Forward‑looking statements speak only as of the date of this release. Azenta undertakes no obligation to publicly update or revise any forward‑looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.
INVESTOR CONTACT for Azenta Life Sciences:
Yvonne Perron
Vice President, Financial Planning & Analysis and Investor Relations
ir@azenta.com
Maria Isabel Cuartas
Manager Investor Relations
ir@azenta.com
MEDIA CONTACT for UK Biocentre
Helen Embleton
helen@ambitiouspr.co.uk