SEC Form SC 13D/A filed by Azenta Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Azenta, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

114340102

(CUSIP Number)

Quentin Koffey

Politan Capital Management LP

106 West 56^th Street, 10^th Floor

New York, New York 10019

646-690-2830

With a copy to:

Richard M. Brand

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

212-504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* All percentage calculations set forth herein are based upon the aggregate of 57,832,378 shares of Common Stock outstanding as of September 30, 2023, as reported in the earnings press release filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023.

* All percentage calculations set forth herein are based upon the aggregate of 57,832,378 shares of Common Stock outstanding as of September 30, 2023, as reported in the earnings press release filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2023.

* All percentage calculations set forth herein are based upon the aggregate of 57,832,378 shares of Common Stock outstanding as of September 30, 2023, as reported in the earnings press release filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2023.

* All percentage calculations set forth herein are based upon the aggregate of 57,832,378 shares of Common Stock outstanding as of September 30, 2023, as reported in the earnings press release filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2023.

This Amendment No. 2 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on September 14, 2023 (the “Initial 13D”, and as amended and supplemented through the date of this Amendment No. 2, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.01 per share (the “Common Stock”), of Azenta, Inc., a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to them in the Initial 13D.

ITEM 1. SECURITY AND ISSUER

Item 1 of the Schedule 13D is hereby amended and supplemented with the following information:

Each of the Reporting Persons beneficially owns an aggregate of 4,578,003 shares of Common Stock. These shares represent approximately 7.92% of the outstanding shares of Common Stock.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:

On November 13, 2023, Politan withdrew its notice of nomination of candidates for election to the Board and stockholder proposal relating to the Issuer’s 2024 annual meeting of stockholders. As stated in the Issuer’s press release from the same day, the withdrawal followed constructive discussions held between Politan and the Issuer and was in connection to a number of actions announced by the Issuer regarding its capital allocation policy, Board refreshment and future strategy.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(a) and Item 5(b) of the Schedule 13D are hereby amended and restated as follows:

(a), (b) Each of the Reporting Persons beneficially owns an aggregate of 4,578,003 shares of Common Stock (the “Subject Shares”). The Subject Shares represent approximately 7.92% of the outstanding shares of Common Stock, based on 57,832,378 shares of Common Stock outstanding as of September 30, 2023, as reported in the earnings press release filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2023.

Politan, as the investment advisor to the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. Politan Management, as the general partner of Politan, which is in turn the investment advisor to the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. Politan GP, as the general partner of the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. Mr. Koffey, as the Managing Partner And Chief Investment Officer of Politan, and as the Managing Member of Politan Management and Politan GP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: November 15, 2023

INDEX TO EXHIBITS

*Previously filed.