Azenta enters into agreements with Elegen and acquires SynPlexity

Item 1.01. Entry into a Material Definitive Agreement .

On October 28, 2026, Azenta, Inc. ( Azenta or the Company ) entered into a Technology, Equipment and License Agreement (the License Agreement ) and a Master Services and Supply Agreement (the Supply Agreement and, together with the License Agreement, the Elegen Agreements ) with Elegen Corp. ( Elegen ). The Elegen Agreements form an integrated commercial arrangement.

Under the License Agreement, Azenta and its controlled affiliates have acquired an exclusive, royalty-free license under Elegen s proprietary technology, including patents and know-how relating to gene synthesis and cell-free cloning¹, to manufacture, market, distribute, offer to sell, sell, import and export certain gene synthesis products, and to provide those products as a service, to third-party customers worldwide², subject to the terms and conditions of the License Agreement. The arrangements are intended to support the expansion of the Company s GENEWIZ gene synthesis capabilities and regional production capacity.

The exclusive license is subject to specified retained rights and exceptions, including Elegen s right to supply its platform and consumables to customers for their internal research, development and limited manufacturing purposes, performance of specified existing customer contracts and limited customer-evaluation activities³. The License Agreement has an initial term of five years, unless earlier terminated in accordance with its terms, and may be extended by mutual agreement⁴. Azenta has the option, exercisable between 12 and 18 months after execution upon payment of $25 million (plus any then-unpaid license fees) to convert its license rights to an irrevocable, perpetual, exclusive, royalty-free license. If the License Agreement expires at the end of its term without conversion, the product license generally continues on a perpetual, fully paid-up, non-exclusive basis. Under the Supply Agreement, Elegen will supply Azenta with Eleg

Item 7.01. Regulation FD Disclosure.

On October 30, 2026, the Company issued a press release announcing the acquisition of SynPlexity Inc. ( SynPlexity ) and the contractual arrangements with Elegen described in Items 1.01 and 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended⁷, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing⁸ under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing. Neither this Item 7.01 nor Exhibit 99.1 is incorporated by reference into Items 1.01 or 8.01 of this Current Report on Form 8-K.

Item 8.01. Other Events

On October 28, 2026, the Company entered into a Stock Purchase Agreement with SynPlexity Inc. ( SynPlexity ), its stockholders and other parties thereto, pursuant to which the Company acquired all of the issued and outstanding capital stock of SynPlexity⁵. The acquisition closed concurrently with execution of the Stock Purchase Agreement.

SynPlexity is a DNA assembly technology company providing products and services centered on large, multiplexed gene libraries for functional screening, drug discovery, therapeutics, and other applications.

The acquisition adds technology and expertise that the Company intends to integrate into its GENEWIZ synthesis portfolio. The acquisition and the Elegen arrangements are separate transactions, each intended to support the continued development of the Company s DNA synthesis capabilities⁶.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements concerning anticipated capital deployment and equipment purchases; potential exercise of the perpetual-license option; regional production deployments; integration of SynPlexity s technology; potential contingent payments; and expected benefits of the transactions, including improvements in synthesis speed, scalability, construct complexity, manufacturing efficiency and the expansion of the Company s offerings and markets. Forward-looking statements are based on management s current expectations and assumptions and are not guarantees of future performance.

Actual results could differ materially as a result of risks and uncertainties, including the Company s ability to complete technology transfer, validate and scale the licensed platform, and integrate the acquired technology and p