Amended Current Report Filing (8-k/a)
December 15 2022 - 4:53PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 3, 2022
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.) |
200 Summit Drive, 6th Floor, Burlington, MA 01803 |
(Address of principal executive offices and Zip Code) |
(978) 262-2400
(Registrant’s telephone number, including area code)
15 Elizabeth Drive, Chelmsford, MA 01824
(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:
| | | | |
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. ☐
EXPLANATORY NOTE
As previously reported, on October 3, 2022, Azenta, Inc. (the “Company”) completed its previously announced acquisition of B Medical Systems S.á r.l., a private limited liability incorporated in the Grand Duchy of Luxembourg (“B Medical”). This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 7, 2022 to include the financial statements of the business acquired and the pro forma information required by Items 9.01(a) and 9.01(b) of From 8-K, respectively.
B Medical Systems Holding S.A. was the parent holding company of B Medical, B Medical represented substantially all of the assets of B Medical Systems Holding S.A. and the consolidated financial statements of B Medical Systems Holding S.A. represent the entirety of the business, results of operations and financial condition of B Medical. Accordingly, the consolidated financial statements and pro forma financial information included in this Current Report on Form 8-K/A are those of B Medical Systems Holding S.A.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business or funds acquired.
The audited consolidated financial statements of B Medical Systems Holding S.A. as of and for the years ended December 31, 2021 and 2020, together with the accompanying Report of Independent Auditors, are set forth in Exhibit 99.1.
The unaudited consolidated financial statements of B Medical Systems Holding S.A. as of and for the six months ended June 30, 2022 are set forth in Exhibit 99.2.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company and B Medical Systems Holding S.A. as of and for the year ended September 30, 2022 are set forth in Exhibit 99.3.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K/A.
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/ Jason W. Joseph |
Date: December 15, 2022 | Jason W. Joseph |
| Senior Vice President, General Counsel and Secretary |
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