Form 8-K
8-K — Azenta, Inc.
Accession: 0001628280-26-068443
Filed: 2026-10-30
Period: 2026-10-28
CIK: 0000933974
SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)
Item: Entry into a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Other Events
Documents
8-K — azta-20261028.htm (Primary)
EX-99.1 (pressrelease-synplexitya.htm)
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8-K
8-K (Primary)
Filename: azta-20261028.htm · Sequence: 1
azta-20261028
0000933974FALSE00009339742026-10-282026-10-28
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): October 28, 2026
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, Burlington, MA 01803
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 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 October 28, 2026, Azenta, Inc. (“Azenta” or the “Company”) entered into a Technology, Equipment and License Agreement (the “License Agreement”) and a Master Services and Supply Agreement (the “Supply Agreement” and, together with the License Agreement, the “Elegen Agreements”) with Elegen Corp. (“Elegen”). The Elegen Agreements form an integrated commercial arrangement.
Under the License Agreement, Azenta and its controlled affiliates have acquired an exclusive, royalty-free license under Elegen’s proprietary technology, including patents and know-how relating to gene synthesis and cell-free cloning, to manufacture, market, distribute, offer to sell, sell, import and export certain gene synthesis products, and to provide those products as a service, to third-party customers worldwide, subject to the terms and conditions of the License Agreement. The arrangements are intended to support the expansion of the Company’s GENEWIZ gene synthesis capabilities and regional production capacity.
The exclusive license is subject to specified retained rights and exceptions, including Elegen’s right to supply its platform and consumables to customers for their internal research, development and limited manufacturing purposes, performance of specified existing customer contracts and limited customer-evaluation activities. The License Agreement has an initial term of five years, unless earlier terminated in accordance with its terms, and may be extended by mutual agreement. Azenta has the option, exercisable between 12 and 18 months after execution upon payment of $25 million (plus any then-unpaid license fees) to convert its license rights to an irrevocable, perpetual, exclusive, royalty-free license. If the License Agreement expires at the end of its term without conversion, the product license generally continues on a perpetual, fully paid-up, non-exclusive basis. Under the Supply Agreement, Elegen will supply Azenta with Elegen’s proprietary consumables for use with the licensed platform and provide related services, including access to Elegen’s facility for training and process development.
Aggregate capital deployment contemplated by the Elegen Agreements is expected to range from approximately $32 million to approximately $71 million, depending on the extent of Azenta’s future capital equipment purchases and whether Azenta elects to convert its license rights to perpetual rights.
For up to five years, subject to specified conditions and earlier expiration, the License Agreement also grants Azenta certain rights with respect to specified proposed changes of control of Elegen and transfers of its relevant business or technology rights.
The foregoing description summarizes certain terms of the Elegen Agreements, does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements, which the Company intends to file as exhibits to its Quarterly Report on Form 10-Q for the fiscal quarter ending December 31, 2026.
Item 7.01. Regulation FD Disclosure.
On October 30, 2026, the Company issued a press release announcing the acquisition of SynPlexity Inc. (“SynPlexity”) and the contractual arrangements with Elegen described in Items 1.01 and 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing. Neither this Item 7.01 nor Exhibit 99.1 is incorporated by reference into Items 1.01 or 8.01 of this Current Report on Form 8-K.
Item 8.01. Other Events
On October 28, 2026, the Company entered into a Stock Purchase Agreement with SynPlexity Inc. (“SynPlexity”), its stockholders and other parties thereto, pursuant to which the Company acquired all of the issued and outstanding capital stock of SynPlexity. The acquisition closed concurrently with execution of the Stock Purchase Agreement.
SynPlexity is a DNA assembly technology company providing products and services centered on large, multiplexed gene libraries for functional screening, drug discovery, therapeutics, and other applications.
The acquisition adds technology and expertise that the Company intends to integrate into its GENEWIZ synthesis portfolio. The acquisition and the Elegen arrangements are separate transactions, each intended to support the continued development of the Company’s DNA synthesis capabilities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements concerning anticipated capital deployment and equipment purchases; potential exercise of the perpetual-license option; regional production deployments; integration of SynPlexity’s technology; potential contingent payments; and expected benefits of the transactions, including improvements in synthesis speed, scalability, construct complexity, manufacturing efficiency and the expansion of the Company’s offerings and markets. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance.
Actual results could differ materially as a result of risks and uncertainties, including the Company’s ability to complete technology transfer, validate and scale the licensed platform, and integrate the acquired technology and personnel; dependence on Elegen for technology, consumables, equipment, software and support and Elegen’s ability to perform its obligations; maintenance of license exclusivity and continuity of supply; intellectual property rights, contractual restrictions and changes in control of Elegen; the pace of technological change and competitive developments; customer adoption and demand; the timing and cost of deployment; and the Company’s ability to realize the anticipated benefits. These risks are in addition to those described in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made. Except as required by law, the Company undertakes no obligation to update them.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1
Press Release dated October 30, 2026 (furnished herewith pursuant to Item 7.01)
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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: October 30, 2026 Ephraim Starr
Senior Vice President, General Counsel and Secretary
EX-99.1
EX-99.1
Filename: pressrelease-synplexitya.htm · Sequence: 2
pressrelease-synplexitya
Azenta Announces Strategic Investments to Advance the Next Generation of GENEWIZ Gene Synthesis Capabilities Exclusive licensing agreement with Elegen and acquisition of SynPlexity strengthen gene synthesis capabilities, expand high-throughput discovery workflows, and position GENEWIZ for long-term growth BURLINGTON, Mass., Oct. 30, 2026 /PRNewswire/ -- Azenta, Inc. (Nasdaq: AZTA) today announced strategic investments to advance the next phase of growth for its GENEWIZ business. Building on its trusted brand, scientific expertise, global commercial engine, and operational infrastructure, Azenta is expanding its capabilities through an exclusive licensing agreement with Elegen Corp., a developer of advanced cell-free DNA manufacturing technology, and the acquisition of SynPlexity Inc., a synthetic biology company providing high-throughput gene libraries for biological discovery. The license agreement with Elegen brings into the GENEWIZ portfolio an innovative cell-free DNA synthesis platform designed to improve DNA quality, delivery speed, and manufacturing scalability. Its capabilities include sequence-verified DNA constructs and templates to simplify preparation for downstream experiments, including antibody discovery. The compact production workflows also enable regional capacity to be added close to customers to respond to demand as needed. Azenta has also acquired SynPlexity, adding pooled gene assembly technology that provides thousands of full- length gene variants in a single library. These capabilities address the increasing scale of biological design by enabling researchers to efficiently build and test large numbers of candidates, including AI-generated designs. “These strategic investments strengthen the competitive position of GENEWIZ by expanding the products and capabilities we can bring to customers and are key to accelerating our growth,” said Trey Martin, President, Multiomics at Azenta. “By combining these advanced technologies with our global infrastructure and existing gene-to-antibody portfolio, we are building a differentiated platform poised to accelerate the next era of biologics discovery and development.” Since its founding in New Jersey in 1999, GENEWIZ has built a global sequencing and gene synthesis business grounded in scientific expertise, customer focus, and operational excellence. These investments complement and extend that foundation into higher-growth applications across synthetic biology, protein engineering, and AI-enabled drug discovery. Additional details will be provided during Azenta’s fourth quarter fiscal 2026 earnings call. 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
About Elegen Elegen uses proprietary cell-free technologies to build longer, higher-quality DNA on a faster timeline for agricultural, chemical, healthcare, and pharma industries. About SynPlexity SynPlexity is a DNA assembly technology company providing products and services centered on large, multiplexed libraries for functional screening, drug discovery, therapeutics, and other applications. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Azenta’s plans to develop, integrate, manufacture and commercialize products using the licensed and acquired technologies and the anticipated benefits of the transactions, including expected improvements in gene synthesis capabilities, expansion of the GENEWIZ offerings and markets, customer adoption and demand, and financial, operational and strategic benefits. Actual results could differ materially from those expressed or implied due to risks and uncertainties, including Azenta’s ability to transfer, validate, integrate and scale the technologies, achieve expected technical and commercial performance, protect relevant intellectual property and realize the anticipated benefits, as well as the risks described under “Risk Factors” in Azenta’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as updated or supplemented by subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and Azenta undertakes no obligation to update them 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
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