{"url_path":"/sec/azta/8-k/2026-07-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/933974/0001628280-26-047591-index.html","accession_number":"0001628280-26-047591","cik":"0000933974","ticker":"AZTA","issuer_name":"Azenta, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/933974/0001628280-26-047591-index.html","primary_entity_key":"0000933974","primary_entity_name":"Azenta, Inc."},"word_count":516,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn 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.\n\nThe 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.\n\nThe 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.\n\nOn 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.\n\nThe 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."}