{"url_path":"/sec/azta/8-k/2026-07-08/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","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":628,"has_tables":true,"body_markdown":"Item 9.01. Financial Statements and Exhibits.\n\n(b) Pro Forma Financial Information.\n\nBecause 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.\n\n(d)Exhibits\n\nEXHIBIT\nNUMBERDESCRIPTION\n\n2.1\n[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).](https://www.sec.gov/Archives/edgar/data/933974/000143774925038787/ex_902497.htm)\n\n2.2\n[Deed of Amendment, dated July 1, 2026, to the Sale and Purchase Agreement, between Azenta Germany GmbH and Thelema S.à r.l.](exhibit22-xexxazentaxthele.htm)\n\n10.1\n[Vendor Loan Agreement, dated July 1, 2026, between Azenta Germany GmbH and Thelema S.à r.l.](exhibit101-xexxazentaxthel.htm)\n\n10.2\n[Share Pledge Agreement, dated July 1, 2026, among Thelema S.à r.l., Azenta Germany GmbH and B Medical Systems S.à r.l.](exhibit102-xexxazentaxthel.htm)\n\n99.1\n[Press release dated July 8, 2026.](exhibit991-xazentapressrel.htm)\n\n99.2\n[Unaudited Pro Forma Condensed Consolidated Financial Information of Azenta, Inc. as of March 31, 2026 (filed herewith).](exhibit992-xunauditedprofo.htm)\n\n104Cover Page Interactive Data File (embedded within Inline XBRL document).\n\nCautionary 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\n\nsubsequent 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.\n\nSIGNATURE\n\nPursuant 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.\n\nAZENTA, INC.\n\n/s/ Ephraim Starr\n\nDate: July 8, 2026Ephraim Starr\n\nSenior Vice President, General Counsel and Secretary"}