Azenta, Inc. 8-K

What Happened
Azenta, Inc. filed an 8-K reporting that on December 23, 2025 its wholly owned subsidiary Azenta Germany GmbH entered into a Sale and Purchase Agreement to sell 100% of B Medical Systems S.À R.L. to Thelema S.À R.L. The agreed purchase price is USD 63,000,000. Thelema is majority‑owned by Luc Provost, who is Azenta’s Vice President and CEO of B Medical, making this a related‑party transaction. Azenta announced the deal in a press release dated December 29, 2025.

Key Details

• Agreement date: December 23, 2025; press release: December 29, 2025.
• Purchase price: USD 63,000,000 total.
• Deposit paid: USD 9,000,000 deposited with Azenta Germany GmbH; remaining USD 54,000,000 due on or before March 31, 2026.
• Closing condition: Thelema must secure final residual financing before completion; if financing is not obtained by March 31, 2026 either party may terminate.
• Break‑up fee: If terminated for failure to obtain financing, Azenta Germany GmbH will retain USD 5,000,000 of the deposit.
• The agreement was negotiated at arm’s length following a competitive auction; representations, warranties and covenants are qualified by confidential disclosure schedules in the agreement.

Why It Matters
This is a material disposition of a subsidiary that, if completed, would generate cash proceeds (USD 63M) for Azenta. However, the sale is not guaranteed: completion depends on the buyer securing financing by March 31, 2026, and if that condition isn’t met the deal can be terminated (with Azenta keeping USD 5M). Because this is a related‑party transaction involving Azenta’s VP and B Medical’s CEO, investors should note the disclosure and review future updates for completion, financing progress, and any financial statement impacts when Azenta reports results or updates guidance.