8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 3, 2017

BIOLIFE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36362	94-3076866
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3303 Monte Villa Parkway, Bothell, WA	98021
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (425) 402-1400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Contribution Agreement

On December 31, 2016, BioLife Solutions, Inc. (the “Company”) entered into a Contribution Agreement (the “Contribution Agreement”) with Savsu Technologies, LLC, a Delaware limited liability company (“Savsu”) and biologistex CCM, LLC, a Delaware limited liability company (“biologistex”). The closing of the transactions contemplated by the Contribution Agreement occurred on December 31, 2016 (the “Closing Date”), simultaneously with the entrance into the Contribution Agreement.

Biologistex is a joint venture entered into by the Company and Savsu on or about September 29, 2014 for the purpose of acquiring, developing, maintaining, owning, operating, leasing and selling an integrated platform of a cloud-based information service and precision thermal shipping products based on Savsu’s next generation EVO smart container shipment platform. Prior to the Closing Date, biologistex was owned 52% by the Company and 48% by Savsu.

Pursuant to the Contribution Agreement, Savsu contributed certain of its patent and trademark rights, personal property and related contracts to biologistex in exchange for the issuance from biologistex to Savsu of an additional 7% membership interest in biologistex, so that upon the closing thereunder, Savsu owned 55% of biologistex and the Company owned 45% of biologistex. Other than liabilities for obligations to be performed pursuant to the contracts which were contributed to biologistex by Savsu, biologistex did not assume any liabilities of Savsu in connection with the Contribution Agreement.

In connection with the Contribution Agreement, the Company (i) contributed to biologistex as a capital contribution outstanding loans owed by biologistex to the Company in the aggregate amount of $6,694,247 and (ii) transferred to Savsu certain inventory that it previously purchased from Savsu in exchange the cancellation of any outstanding obligations that the Company owed to Savsu in connection with such inventory purchases, which inventory was then contributed by Savsu to biologistex. The Contribution Agreement also terminated any requirement which the Company may have had to purchase any inventory from Savsu or contribute any inventory to biologistex.

In addition, pursuant to the Contribution Agreement, the Company agreed that it will transfer to Savsu (i) on the first anniversary of the Closing Date, 11.11% of its membership interest in biologistex owned as of the Closing Date, such that on the first anniversary of the Closing Date the Company will own 40% of biologistex (assuming that there are no other issuances or transfers of biologistex equity interests after the Closing Date), and (ii) on the second anniversary of the Closing Date, 33.33% of its membership interest in biologistex owned as of the Closing Date, such that on the first anniversary of the Closing Date the Company will own 25% of biologistex (assuming that there are no other issuances or transfers of biologistex equity interests after the Closing Date). However, if certain liquidity events, such as change in control or initial public offering, occur with respect to biologistex between the second anniversary and third anniversary of the Closing Date, Savsu will pay to the Company an amount of the net proceeds therefrom as if the Company had only transferred to Savsu on the second anniversary of the Closing Date an amount of membership interests in biologistex equal to 11.11% of the Company’s membership interest in biologistex owned as of the Closing Date, such that the Company would be treated for such purposes as if it owned 35% of biologistex (assuming that there are no other issuances or transfers of biologistex equity interests after the Closing Date).

Amended and Restated Biologistex Operating Agreement

In connection with the Contribution Agreement, on the Closing Date, the Company, Savsu and biologistex entered into an Amended and Restated Operating Agreement of biologistex (the “Amended JV Operating Agreement”), amending and restating the limited liability company operating agreement of biologistex initially entered into by such parties on September 29, 2014. The Amended JV Operating Agreement provides that as of the Closing Date, biologistex’s membership interests are owned 45% by the Company and 55% by Savsu.

Pursuant to the Amended JV Operating Agreement, biologistex will be managed by a three member management committee, initially consisting of Dana Barnard and Bruce McCormick, both designated by Savsu, and Michael Rice, designated by the Company (the “Management Committee”). Certain fundamental actions by the Management Committee require approval of members holding at least 60% of the membership interests of biologistex (including both Savsu and the Company). Biologistex’s membership interests are also subject to transfer restrictions in the Amended JV Operating Agreement, including drag-along and tag-along rights.

Services Agreement

In connection with the Contribution Agreement, on the Closing Date, the Company and biologistex entered into a Services Agreement (the “Services Agreement”) whereby the Company will provide certain sales and marketing services to biologistex in exchange for payment by biologistex to the Company of (i) a cash fee for the first year of the contract only, (ii) a commission (the “Commissions”), paid quarterly, equal to 20% of the gross revenues of biologistex from any customer account resulting from sales activity or a marketing lead generated by the Company (“BioLife Customer Revenue”), and (iii) reimbursement of pre-approved reasonable direct costs and expenses incurred by the Company by or on behalf of biologistex in connection with the services. After the third anniversary of the Closing Date, the Commissions will decrease to 10% of the BioLife Customer Revenue.

The Services Agreement continues until terminated by either party. The Services Agreement can be terminated (a) by mutual agreement, (b) beginning 90 days prior to the third anniversary of the Closing Date, by either party with 90 days’ notice, (c) by biologistex with 90 days’ notice if (i) there are certain changes to the management of the Company or its subsidiaries, (ii) the Company transfers all of its equity interests in biologistex or (iii) there is a change of control of the Company, (d) by the Company with 90 days’ notice if (i) Savsu transfers all of its equity interest in biologistex or (ii) there is a change of control of Savsu or (e) by either party (i) for a material breach of the Services Agreement by the other party that is not cured within 30 days or (ii) if the other party is subject to certain bankruptcy/insolvency events. If the Services Agreement is terminated by biologistex under items (b) or (c) of the preceding sentence, or by the Company under items (d) or (e) of the preceding sentence, the Company will be entitled to receive Commissions equal to 10% of the BioLife Customer Revenue during the 12 month period following such termination.

The foregoing summaries of the Contribution Agreement, the Amended JV Operating Agreement and the Services Agreement are qualified in their entirety by reference to the text of each agreement, copies of which will be attached as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Item 8.01 Other Events.

The Company issued a press release dated January 3, 2017 to announce the execution of the agreements described in Item 1.01 above. The press release is incorporated herein by reference and attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated January 3, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Biolife Solutions, Inc.
Date: January 3, 2017	By:	/s/ Michael Rice
		Name: Michael Rice Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

BioLife Solutions Restructures biologistex™ Joint Venture

Consolidation of Cold Chain Technologies Enables External Investment in evo™ Smart Shipper and biologistex SaaS Opportunity

BOTHELL, WA — January 3, 2017 — BioLife Solutions, Inc. (NASDAQ: BLFS), a leading developer, manufacturer and marketer of proprietary clinical grade cell and tissue hypothermic storage and cryopreservation freeze media and a related cloud hosted biologistics cold chain management app for smart shippers (“BioLife”) today announced the restructuring of its biologistex CCM LLC joint venture (JV) formed with SAVSU Technologies LLC (“SAVSU”), to develop and commercialize the evo Smart Shipper and related biologistex Cold Chain Management SaaS.

Pursuant to the restructuring, BioLife will convert its outstanding loan to the JV into a capital contribution and SAVSU will contribute all of its cold chain related operations, technology, IP and assets to the JV.

BioLife will continue to market and sell evo subscriptions and provide ongoing fulfillment and customer support in exchange for a 20% commission on revenue from its sales and marketing efforts and a fixed monthly fee for the first year. In addition, certain BioLife employees have been transitioned to the JV, as well as related costs associated with evo and biologistex product development and marketing. BioLife’s ownership interest in the JV will initially be reduced from 52% to 45%, and the JV’s operating results will no longer be consolidated with BioLife’s results. Mike Rice, BioLife CEO, will remain a member of the JV’s Management Committee.

“Following the successful completion of the development of evo hardware and software, transitioning to a revised corporate structure of our joint venture will help to accelerate growth of this disruptive IoT and cold chain technology platform,” said Mike Rice.  “The restructuring consolidates the evo hardware, software and intellectual property into a single entity and moreover, allows for new, external capital to be invested into the JV to drive growth, while at the same time significantly reducing BioLife’s cash operating and development expenses.  We will continue to maintain a strong financial interest and operational role in driving the success of the platform and will remain intimately involved in marketing the evo Smart Shipper to the life sciences sector.   BioLife has numerous high profile prospects in the cellular immunotherapy and broader regenerative medicine market that are currently evaluating evo and our award-winning IoT cold chain SaaS.  We look forward to continuing to offer this best-in-class cold chain management solution to our current biopreservation media customers and the cell therapy market.”

The biologistex cloud based cold chain management service is an integrated logistics and tracking and trace web app used by shippers of time and temperature sensitive biologic materials. The evo Smart Shipper is a state of the art precision thermal shipping container with embedded payload monitoring, GPS location tracking, and cellular communication electronics that transmit critical shipment information to the cloud. The SaaS app enables users to monitor high value shipments during transit and configure actionable alerts for downstream recipients for location, approaching destination, delivery, package open, and remaining shelf life or stability via the patent pending StableAlert™ countdown timer.

Bruce McCormick, newly appointed President and CEO of the biologistex JV, commented, “This is an exciting time in the biotechnology space and our evo system offers the broadest and most sophisticated solution available for transporting precious time and temperature sensitive biologics. We have a long list of exciting product and business announcements that we look forward to sharing in 2017.  As the pace of innovation increases, having evo product design and development, IT development and environmental testing all under one roof is a significant improvement for us.  In 2017, biologistex plans to aggressively increase our sales presence and marketing activities. BioLife has created significant awareness of the need for improved cold chain logistics and we look forward to continuing our collaboration. In addition to welcoming Mike Rice’s continued Board of Directors role, we’re also pleased to announce that Aby J. Mathew, PhD, BioLife Senior Vice President and Chief Technology Officer, has joined our Scientific Advisory Board.”

About biologistex

biologistex designs and builds solutions to ensure the safe delivery and storage of time and temperature sensitive biologic medicines. Our mission is to improve global health by greatly reducing the waste and risks associated with the improper freezing and overheating of thermal-sensitive medicines and biologics. biologistex has developed proprietary state-of-the-art technology to ultimately lower costs and improve delivery of life saving biologic-based medicine. For more information please visit www.biologistex.net.

About BioLife Solutions

BioLife Solutions develops, manufactures and markets biopreservation media products and smart shipping containers connected to a cloud hosted cold chain management app to improve the quality of delivery logistics for cells, tissues, and organs. The Company’s proprietary HypoThermosol^® and CryoStor^® platform of solutions are highly valued in the biobanking, drug discovery, and regenerative medicine markets. BioLife’s biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. BioLife’s enabling technology provides commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. For more information please visit www.biolifesolutions.com, and follow BioLife on Twitter.

This press release contains forward-looking statements, including, but not limited to, statements concerning new products, the company’s anticipated business and operations, the potential utility of and market for its products and services, potential revenue growth and market expansion, market adoption of biologistex, commercial manufacturing of our customers’ products, potential proceeds from the credit facility, and projected financial results, cash flow and liquidity, including the potential for reaching positive cash flow from operations next year. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including among other things, uncertainty regarding market adoption of products; uncertainty regarding third party market projections; market volatility; competition; litigation; and those other factors described in our risk factors set forth in our filings with the Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We undertake no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law. 

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Media & Investor Relations

Roderick de Greef

Chief Financial Officer

(425) 686-6002

rdegreef@biolifesolutions.com