false 0000933974 0000933974 2025-04-07 2025-04-07
 


 
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): April 7, 2025
 
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:
 
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.  ☐
 


 
 

 
Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 7, 2025, Azenta, Inc. (the “Company”) and David Wang, President of Sample Management Solutions, agreed that Mr. Wang’s employment with the Company would cease effective April 9, 2025 (the “Separation Date”).
 
In exchange for Mr. Wang’s execution and delivery of a release of claims against the Company and his service as a consultant during the period beginning on the Separation Date and ending on December 9, 2025 (or such earlier date as determined in Mr. Wang’s discretion) (the “Consulting Period”), pursuant to the terms of his severance agreement and release dated as of April 9, 2025, to which the form of consulting agreement is an exhibit (the “Severance Agreement”), following the expiration of the Consulting Period, Mr. Wang will be eligible to receive: (i) his annual performance incentive for the fiscal year ended September 30, 2025, pro-rated through the Separation Date and calculated in accordance the Company’s historical practices and payable when bonuses are paid to other senior executives of the Company, and (ii) (a) with respect to his restricted stock unit award granted August 9, 2024, full vesting acceleration as of the end of the Consulting Period and (b) with respect his other outstanding equity awards, continued vesting through the Consulting Period.
 
The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report which is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
EXHIBIT
NUMBER
 
DESCRIPTION
     
10.1
 
Severance Agreement and Release, dated April 9, 2025, between Azenta, Inc. and David Wang
104
 
Cover Page Interactive Data File (embedded within the 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/ Jason W. Joseph
Date: April 9, 2025
Jason W. Joseph
 
Senior Vice President, General Counsel and Secretary