SEC FILE NUMBER

000-25434

CUSIP NUMBER

114340102

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☐ Form 10-K ☐ Form 20-F☐ Form 11-K☑ Form 10-Q☐ Form 10-D

☐ Form N-CEN☐ Form N-CSR

For Period Ended: March 31, 2022

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _____________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:________________________________________________________________________________________

PART I - REGISTRANT INFORMATION

Azenta, Inc.  

Full Name of Registrant

_____________ ___ 

Former Name if Applicable

15 Elizabeth Drive 

Address of Principal Executive Office (Street and Number)

Chelmsford, MA 01824 

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)


	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☑	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Azenta, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2022 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. As a result of the sale of its Semiconductor Automation business, which closed on February 1, 2022, the Company requires additional time to finalize the accounting and disclosure associated with the sale transaction in the Form 10-Q.

The Company expects to file the Form 10-Q within the five calendar day extension period.

PART IV — OTHER INFORMATION


(1)	Name and telephone number of person to contact in regard to this notification

)

Jason W. Joseph

Senior Vice President, General Counsel and Secretary

(978)

262-2400

(Name)

(Area Code)

(Telephone Number)

Yes ☐ No

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or

Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period the the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☑ Yes ☐ No

Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☑ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company announced preliminary unaudited financial information for the quarter ended March 31, 2022 in an earnings press release issued on May 9, 2022, which was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished to the Securities and Exchange Commission (the “SEC”) on the same date.

This Notification of Late Filing on Form 12b-25 contains forward-looking statements, including statements regarding the Company’s ability to complete the filing of the Form 10-Q within the 5-day extension period and the Company’s expected financial results. These statements are based on current expectations as of the date of this Notification of Late Filing on Form 12b-25 and involve a number of risks and uncertainties, which may cause results to differ materially from those indicated by these forward-looking statements. These risks include, without limitation, risks related to the Company’s ability to complete the Form 10-Q, including the financial statements for the fiscal quarter ended March 31, 2022, and the possibility that it will not be able to do so within the anticipated time period and other risks detailed in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended September 30, 2021 filed with the SEC on November 24, 2021 as updated in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 filed with the SEC on February 9, 2022. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Notification of Late Filing on Form 12b-25. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Azenta, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 10, 2022

By:

/s/ Jason W. Joseph

Jason W. Joseph

Senior Vice President, General Counsel and Secretary

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