Item1.01. Entry into a Material Definitive Agreement.

On June 7, 2022, Azenta, Inc. ("Azenta"), through its wholly-owned subsidiary, Azenta Germany GmbH, entered into an Agreement on the Sale and Transfer of Shares (the "Agreement") with Thomas Barkey and Swissfinity I Beteiligungs GmbH (collectively, the "Sellers"), as the shareholders of Barkey Holding GmbH ("Barkey"), and Christian Barkey, pursuant to which Azenta has agreed to acquire and the Sellers have agreed to sell, all of the outstanding capital shares of Barkey. Barkey is a leading provider of cellular controlled rate thawing devices to the medical, biotech and pharmaceutical industries.

The total purchase price to be paid by Azenta is approximately €80,000,000, which amount is subject to customary adjustments as set forth in the Agreement.

The consummation of the transaction contemplated by the Agreement is subject to customary closing conditions and is expected to occur in July 2022.

The Agreement also includes customary representations, warranties, covenants and indemnities of the parties. The representations and warranties made by each party were made solely for the benefit of the other party and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk between the parties to the Agreement if those statements prove to be inaccurate; (ii) may have been qualified in the Agreement by disclosures that were made to the other party in disclosure schedules to the Agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the Agreement or such other date or dates as may be specified in the Agreement.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Agreement. A copy of the Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 8.01. Other Events.

On June 8, 2022, Azenta issued a press release announcing entry into the Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K.



EXHIBIT
NUMBER        DESCRIPTION

2.1*            Agreement on the Sale and Transfer of Shares, dated as of June
              7, 2022, by and among Azenta Germany GmbH, Thomas Barkey,
              Swissfinity I Beteiligungs and Christian Barkey.
99.1            Press release issued on June 8, 2022 by Azenta, Inc.
104           Cover Page Interactive Data File (embedded within the iXBRL
              (Inline eXtensible Business Reporting Language) document)

Certain schedules and exhibits have been omitted from this Exhibit pursuant to * Item 601(a)(5) of Regulation S-K. Azenta, Inc. will furnish a copy of any

omitted schedule or exhibit to the U.S. Securities and Exchange Commission or

its staff upon request.

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