Bio-Techne (TECH) 10-K risk factor changes: FY2021 vs FY2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the fiscal year ended June 30, 2021, or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period

from                      to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)

| Minnesota | | 41-1427402 |

| --- | --- | --- |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |

| | | |

| 614 McKinley Place N.E. Minneapolis, MN 55413 | | (612) 379-8854 |

| (Address of principal executive offices) (Zip Code) | | (Registrant's telephone number, including area code) |

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |

| --- | --- | --- |

| Common Stock, $0.01 par value | TECH | The NASDAQ Stock Market LLC |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

(Check one):

| Large accelerated filer | ☒ | Accelerated filer | ☐ |

| --- | --- | --- | --- |

| | | | |

None.

[](# "signatures")SIGNATURES

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.

| | BIO-TECHNE CORPORATION | | |

| --- | --- | --- | --- |

| | | | |

| | | | |

| Date: August 25, 2021 | | /s/ Charles Kummeth | |

| | | By: Charles Kummeth | |

| | | Its: President and CEO | |

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

| Date | Signature and Title |

| --- | --- |

| | |

| August 25, 2021 | /s/ Robert V. Baumgartner |

| | Robert V. Baumgartner |

| | Chairman of the Board and Director |

| | |

| August 25, 2021 | /s/ Julie Bushman |

| | Julie Bushman, Director |

| | |

| August 25, 2021 | /s/ Rupert Vessey |

| | Dr. Rupert Vessey, Director |

| | |

| August 25, 2021 | /s/ Joseph Keegan, Ph.D. |

| | Dr. Joseph Keegan, Director |

| | |

| August 25, 2021 | /s/ John L. Higgins |

| | John L. Higgins, Director |

| | |

| August 25, 2021 | /s/ Roeland Nusse, Ph.D. |

| | Dr. Roeland Nusse, Director |

| | |

| August 25, 2021 | /s/ Alpna Seth, Ph.D. |

| | Dr. Alpna Seth, Director |

| | |

| August 25, 2021 | /s/ Randolph C. Steer, Ph.D., M.D. |

| | Dr. Randolph C. Steer, Director |

| | |

| August 25, 2021 | /s/ Charles Kummeth |

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the fiscal year ended June 30, 2020, or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period

from                      to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)

| Minnesota | | 41-1427402 |

| --- | --- | --- |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |

| | | |

| 614 McKinley Place N.E. Minneapolis, MN 55413 | | (612) 379-8854 |

| (Address of principal executive offices) (Zip Code) | | (Registrant's telephone number, including area code) |

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |

| --- | --- | --- |

| Common Stock, $0.01 par value | TECH | The NASDAQ Stock Market LLC |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

(Check one):

| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |