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Item 9A. Controls and Procedures

2024-11-27 compared with 2023-11-21 · 44 added, 39 removed, 104 unchanged (44% of the section changed)

3 unchanged sentences

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2023, the end of the period covered by this Annual Report on Form 10-K.

Based upon this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024, the end of the period covered by this Annual Report on Form 10-K due to the material weakness described below.

Management ’ s Report on Internal Control Over Financial Reporting

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In making this assessment, we used the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of September 30, 2023.

In October 2022, we completed our acquisition of B Medical Systems S.á r.l.

and its subsidiaries (“B Medical”).

We have excluded B Medical from our assessment of internal control over financial reporting as of September 30, 2023.

B Medical is a wholly-owned subsidiary whose total revenue and assets represented approximately 17% of our consolidated revenue and 5% of our consolidated assets for the year ended and as of September 30, 2023.

Based on this evaluation, management concluded that, as of September 30, 2024, our internal control over financial reporting was not effective due to the material weakness described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting as we did not design and maintain effective controls related to the review of the cash flow statement.

The material weakness resulted in immaterial misstatements in our Consolidated Statements of Cash Flows for the Q2 and Q3 interim periods during fiscal 2023, for the year ended September 30, 2023, as well as the Q1, Q2, and Q3 interim periods during fiscal 2024 and in our supplemental cash flow disclosures for the year ended September 30, 2022, each interim and annual period during fiscal 2023 and the Q1, Q2 and Q3 interim periods during fiscal 2024.

Additionally, the material weakness could result in material misstatements of our interim or annual consolidated statement of cash flows or supplemental cash flow disclosures that would not be prevented or detected on a timely basis.

The effectiveness of our internal control over financial reporting as of September 30, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Remediation Plan

Our management has taken, and plans to take, actions to remediate the deficiency in our internal control over financial reporting and will implement new processes, procedures and controls designed to address the underlying causes associated with the material weakness.

We are in the process of:

implementing a new cash flow reporting tool which will automate the calculation of the effect of exchange rate changes on cash and cash equivalents, and

implementing and documenting new processes and controls over the review of our consolidated statement of cash flows.

We believe the measures described above will remediate the material weakness and strengthen our internal control over financial reporting.

The material weakness will not be considered remediated until we have completed the design and implementation of the applicable controls and they operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

We are committed to continuing to improve our internal control over financial reporting, and as we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures beyond those remediation measures described above to address control deficiencies, or we may modify certain of the remediation measures described above.

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

Rule 10b5 - 1 Trading Arrangements

During the three months ended September 30, 2023, no director nor officer of the Company adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K, except that on July 17, 2023, Lindon Robertson, the Company’s former Chief Financial Officer, terminated a non-Rule 10b5-1 trading arrangement that had been entered into on December 8, 2022, for the sale of up to 43,213 shares during the time period from December 8, 2022 through December 8, 2023, of which 0 shares were sold under this trading arrangement before its termination.

Appointment of Principal Financial Officer

In connection with the previously announced retirement of Lindon Robertson, the Company’s former Chief Financial Officer, on November 20, 2023, the Company appointed Herman Cueto, the Company’s Executive Vice President and Chief Financial Officer, to act as the Company’s Principal Financial Officer.

During the three months ended September 30, 2024 , no director nor officer of the Company adopted, modified or terminated a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement, as each term is defined in Item 408 (a) of Regulation S-K, except:

On September 9, 2024 , Jason W.

Joseph , our Senior Vice President, General Counsel and Secretary , adopted a Rule 10b5 - 1 trading arrangement for the period commencing three months from such date and ending on December 31, 2025 for the sale of up to 21,000 shares of common stock of the Company.

Departure of Named Executive Officer

On July 16, 2024, Robin Vacha, the Company’s Senior Vice President, Global Operations, submitted his resignation effective August 16, 2024, and on such effective date, Mr.

Vacha ceased to be employed by the Company.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The information required by this Item 10 is contained in our definitive proxy statement for our 2025 annual meeting of stockholders to be filed by us within 120 days after the close of our fiscal year, or the 2024 Proxy Statement, under the captions “Proposal No.

1 Election of Directors,” “Other Matters-Delinquent Section 16(a) Reports,” “Other Matters-Standards of Conduct,” “Other Matters-Stockholder Proposals and Recommendations for Director” and “Corporate Governance” and is incorporated herein by reference.

1 Election of Directors,” “Other Matters-Delinquent Section 16(a) Reports,” if applicable, “Other Matters-Standards of Conduct,” “Other Matters-Stockholder Proposals and Recommendations for Director” and “Corporate Governance” and is incorporated herein by reference.

Executive Compensation

15 unchanged sentences

2, dated June 28, 2019, to Asset Purchase Agreement dated as of August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections, Atlas Copco AB (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on July 5, 2019).

Equity Interest Purchase Agreement, dated as of September 20, 2021, by and between the Company and Altar BidCo, Inc.

(incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on September 21, 2021).

First Amendment to the Equity Interest Purchase Agreement, dated as of January 31, 2022, by and between the Company and Altar BidCo, Inc.

(incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2022).

Share Purchase Agreement, dated as of August 8, 2022, by and among Azenta, Inc., Azenta Luxembourg S.á r.l.

5 unchanged sentences

Amended and Restated Bylaws of the Company, effective as of August 7, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 10-Q filed on August 9, 2023).

Specimen Certificate for shares of the Company’s common stock (incorporated herein by reference to the Company’s Registration Statement on Form S-3 (Reg.

Specimen Certificate for shares of the Company’s common stock (incorporated herein by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S‑3 (Reg.

333‑88320), filed on May 15, 2002).

1 unchanged sentence

Form of Indemnification Agreement for directors and officers of the Company (incorporated herein by reference to Exhibit 10.02 of the Company’s Annual Report on Form 10-K, filed on November 17, 2017).

Employment Agreement, effective as of April 5, 2010, by and between the Company and Stephen S.

Schwartz (incorporated herein by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed on May 6, 2010).

Offer letter, dated September 5, 2013, between the Company and Lindon G.

Robertson (incorporated herein by reference to Exhibit 10.03 of the Company’s Annual Report on Form 10-K, filed on December 17, 2019).

Letter Agreement, dated June 4, 2015, between the Company and Lindon G.

Robertson (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on June 9, 2015).

Offer Letter, dated June 12, 2014 between the Company and David C.

Gray (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, filed on February 5, 2015).

Offer Letter, dated September 21, 2023, between the Company and Herman Cueto.

Separation Agreement, effective as of August 18, 2023, by and between the Company and Vandana Siriam (incorporated herein by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2023).

Offer Letter, dated September 21, 2023, between the Company and Herman Cueto (incorporated herein by reference to Exhibit 10.06 to the Company’s Annual Report on Form 10-K, filed on November 21, 2023 ) .

Employment Agreement, dated September 3, 2024, by and between the Company and John Marotta (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 4, 2024)

Transition Agreement, dated May 8, 2024, between the Company and Stephen S.

Schwartz (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 9, 2024).

Form of Non-Competition Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 9, 2015).

5 unchanged sentences

Form of Restricted Stock Unit Award Notice under the 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed on November 24, 2021).

Executive Performance-Based Variable Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K, filed on January 29, 2016).

Non-Employee Director Restricted Stock Unit Deferral Election Form under the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K, filed on November 17, 2017).

Non-Employee Director Restricted Stock Unit Deferral Election Form under the 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K, filed on November 24, 2021).

Azenta , Inc.

Amended and Restated Deferred Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K, filed on November 17, 2017).

Standard Commercial Lease (11 Elizabeth Drive, Chelmsford, Massachusetts), dated February 1, 2022, by and between Azenta, Inc.

and Altar BidCo, Inc (incorporated herein by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K, filed on February 1, 2022).

Accelerated Stock Repurchase Transaction, dated November 23, 2022, between the Company and JPMorgan Chase Bank, National Association (incorporated herein by reference to Exhibit 10.01 to the Company's 8-K, filed on November 23, 2022).

Cooperation Agreement, by and among the Company and Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital NY LLC, and Politan Capital Partners GP LLC, dated as of November 1, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2024)

Insider Trading and Confidentiality of Insider Information Policy

Subsidiaries of the Company.

3 unchanged sentences

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

The following material from the Company’s Annual Report on Form 10‑K, for the year ended September 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

1 unchanged sentence

(ii) the Consolidated Statements of Operations;

(iii) the Consolidated Statements of Comprehensive Income;

(iii) the Consolidated Statements of Comprehensive Income (Loss);

(iv) the Consolidated Statements of Cash Flows;

10 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/S/ STEPHEN S.

/S/ JOHN MAROTTA

President and Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/S/ STEPHEN S.

/S/ JOHN MAROTTA

Director, President and Chief Executive Officer

(Principal Executive Officer)

November 26, 2024

(Principal Executive Officer)

/S/ HERMAN CUETO

Executive Vice President and

November 26, 2024

Chief Financial Officer

(Principal Financial Officer)

November 20, 2023

/S/ VIOLETTA A.

Vice President and

November 26, 2024

Chief Accounting Officer

2 unchanged sentences

November 26, 2024

November 20, 2023

/S/ JOSEPH R.

/S/ EDWARD P.

November 26, 2024

1 unchanged sentence

November 26, 2024

/S/ KRISHNA G.

/S/ DIDIER HIRSCH

November 26, 2024

/S/ DOROTHY PUHY

Didier Hirsch

/S/ MARTIN D.

November 26, 2024

2 unchanged sentences

Michael Rosenblatt

/S/ WILLIAM L.

November 26, 2024

/S/ QUENTIN KOFFEY

November 26, 2024

Quentin Koffey

November 26, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures