Item 1.01. Entry into a Material Definitive Agreement.
On
Under the terms of the ASR Agreement, the Company will make a payment of
The ASR Agreement contains customary terms for these types of transactions, including, but not limited to, the mechanisms to determine the number of shares of Common Stock or the amount of cash that will be delivered at settlement, the required timing of delivery of the shares of Common Stock, the specific circumstances under which adjustments may be made to the transaction, the specific circumstances under which the transaction may be terminated prior to its scheduled maturity and various acknowledgements, representations and warranties made by the Company and the Dealer to one another.
From time to time, the Dealer and/or its affiliates have directly and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with the Company for which the Dealer (or such affiliates) has received, or may receive, customary compensation, fees and expense reimbursement.
The foregoing description of the ASR Agreement does not purport to be complete and is qualified in its entirety by reference to the ASR Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
Limitation on Incorporation by Reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Some statements in this Current Report on Form 8-K and the press release attached as Exhibit 99.1 are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934, as amended. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause results to differ materially from the Company's expectations. These statements are based on the facts known to management at the time they are made. Forward-looking statements include but are not limited to statements about the Company's recently authorized share repurchase program and the transactions under the ASR Agreement. Factors that could cause results to differ from the Company's expectations include the following: developments or changes in the securities markets and fluctuations in the trading volume and market price of the Common Stock; the impact of the COVID-19 global pandemic on the markets the Company serves, including its supply chain, and on the global economy generally; the volatility of the life sciences markets the Company serves; the Company's possible inability to meet demand for its products due to difficulties in obtaining components and materials from its suppliers in required quantities and of required quality; the inability of customers to make payments to the Company when due; price competition; disputes concerning intellectual property; uncertainties in global political and
economic conditions; the Company's ability to successfully invest the cash
proceeds from the sale of its semiconductor automation business; and other
factors and other risks, including those that the Company has described in its
filings with the
None of this Current Report on Form 8-K, the ASR Agreement attached hereto as Exhibit 10.1 or the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any of the Company's securities, and none shall constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits EXHIBIT NUMBER DESCRIPTION 10.1 Master Confirmation - Accelerated Stock Repurchase Transaction(s) datedNovember 23, 2022 by and betweenAzenta, Inc. andJPMorgan Chase Bank, National Association . 99.1 Press release issued onNovember 23, 2022 byAzenta, Inc. 104 Cover Page Interactive Data File (embedded within the iXBRL (Inline eXtensible Business Reporting Language) document).
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