0001354488-12-000946.txt : 20120305 0001354488-12-000946.hdr.sgml : 20120305 20120305130817 ACCESSION NUMBER: 0001354488-12-000946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120302 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120305 DATE AS OF CHANGE: 20120305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLIFE SOLUTIONS INC CENTRAL INDEX KEY: 0000834365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943076866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18170 FILM NUMBER: 12665631 BUSINESS ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 4254011400 MAIL ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 FORMER COMPANY: FORMER CONFORMED NAME: BIOLIFE SOLUTION INC DATE OF NAME CHANGE: 20030113 FORMER COMPANY: FORMER CONFORMED NAME: CRYOMEDICAL SCIENCES INC DATE OF NAME CHANGE: 19920703 8-K 1 blfs_8k.htm CURRENT REPORT blfs_8k.htm



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


March 2, 2012
Date of report (Date of earliest event reported)

____________________________________


BIOLIFE SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
 
 Delaware    0-18710    94-3076866
(State or Other Jurisdiction of Incorporation)     (Commission File No.)    (IRS Employer Identification No.)
 
3303 Monte Villa Parkway, Bothell, WA 98021
(Address of principal executive offices, including zip code)

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

____________________________________

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 (see General Instruction A.2. below):

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

On March 2, 2012, BioLife Solutions, Inc. (the “Company”) entered into a Second Amendment to Lease (the “Second Lease Amendment”) with Monte Villa Farms LLC (the “Landlord”) to enlarge the premises leased by the Company, extend the term of the lease, dated as of August 1, 2007 (the “Original Lease”), and to make other modifications to the terms and conditions of the Original Lease, as amended by the First Amendment to Lease (the “First Lease Amendment”), entered into by the Company and Landlord on and dated as of November 4, 2008.
 
 
The premises leased pursuant to the Original Lease consisted of approximately 4,366 rentable square feet of space in the building (the “Building”) located at 3303 Monte Villa Parkway, Bothell, Washington. The Company leased an additional 5,798 rentable square feet of space in the Building pursuant to the First Lease Amendment. The Second Lease Amendment expands the premises leased by the Company from the Landlord to approximately 20,462 rentable square feet.

The Term of the Original Lease is extended by the Second Lease Amendment for nine (9) years commencing on July 1, 2012 and expiring on June 30, 2021. The Company has two (2) options to extend the term of the lease each for an additional period of five (5) years, with the first extension term commencing, if at all, on July 1, 2026, and the second extension term commencing, if at all, immediately following the expiration of the first extension term.

Pursuant to the Original Lease, as amended by the First and Second Lease Amendments, the Company’s monthly base rent as of July 1, 2012 shall be $34,529.63 and the Company is required to pay an amount equal to the Company’s proportionate share of certain taxes and operating expenses, as further set forth in the Second Lease Amendment. The Company’s monthly base rent shall be increased from time to time, as further set forth in Exhibit B.2 of the Second Lease Amendment.

The foregoing summary is qualified in its entirety by reference to the text of the Second Lease Amendment, a copy of which will be attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2012.

On March 5, 2012, the Company issued a press release to announce the expansion of its headquarters to accommodate growth. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01    Financial Statements and Exhbits
 
(d) Exhibits
 
99.1    Press Release


 
 

 


Signatures:

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

 
 
BIOLIFE SOLUTIONS, INC.
 
       
Date:  March 5, 2012
By:
/s/ Daphne Taylor   
   
Daphne Taylor
 
   
Chief Financial Officer
 
       

 
EX-99.1 2 blfs_ex991.htm PRESS RELEASE blfs_ex991.htm
 
Exhibit 99.1
 
BioLife Solutions Commences Build-Out of Second GMP Production Suite and Corporate Office Expansion

Demand for HypoThermosol® and CryoStor®, and New Contract Manufacturing Agreement Driving Growth and Creation of New Jobs

 
BOTHELL, WA—March 5, 2012—BioLife Solutions, Inc. (OTCBB: BLFS), a leading developer, manufacturer and marketer of proprietary clinical grade hypothermic storage and cryopreservation freeze media for cells and tissues, today announced that it has executed an amendment to its current commercial lease to double the square footage of its existing facilities.  The additional space will be dedicated to the build-out of an additional GMP manufacturing clean room suite and space for additional team members, whose jobs are being created by increasing demand for the Company’s biopreservation media products and also a high value contract manufacturing agreement that was executed in late 2011.  BioLife’s operations are located in Monte Villa Farms, a Bothell biotech and data center campus.
 
Mike Rice, Chief Executive Officer, commented on the outlook for BioLife by stating, “We’re very pleased to see demand for HypoThermosol and CryoStor continuing to increase.  Our best-in-class proprietary products are now recognized by key opinion leaders and a growing customer base in our strategic market segments of regenerative medicine, biobanking, and drug discovery.  This growth, along with a new contract manufacturing customer we acquired late in 2011, will enable BioLife to create up to ten additional jobs in manufacturing, quality assurance, sales, and marketing. We estimate ending 2012 with 25 team members and having significantly increased revenue over 2011.”
 
Shipments to BioLife’s new contract manufacturing customer are anticipated to start in the second quarter of 2012.
 
Daphne Taylor, Chief Financial Officer remarked on the terms of the lease amendment by stating, “In addition to considering an option to expand within our current campus, we evaluated a number of suitable local properties. In the end, we received a very competitive and supportive offer from our landlord and chose to expand our operations in our existing facilities. We look forward to increasing our manufacturing capacity and the size of our team to meet the growing demand for our products and services.”

About BioLife Solutions
BioLife Solutions develops, manufactures and markets patented hypothermic storage and cryopreservation solutions for cells and tissues.  The Company’s proprietary HypoThermosol® and CryoStor® platform of solutions are marketed to academic and commercial organizations involved in cell therapy, tissue engineering, cord blood banking, drug discovery, and toxicology testing. BioLife’s products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced, delayed-onset cell damage and death.  BioLife’s enabling technology provides academic and clinical researchers significant improvements in post-thaw cell, tissue, and organ viability and function.  For more information please visit www.biolifesolutions.com, and follow BioLife on Twitter.

This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include any statements that relate to the intent, belief, plans or expectations of the Company or its management, or that are not a statement of historical fact.  Any forward-looking statements in this news release are based on current expectations and beliefs and are subject to numerous risks and uncertainties that could cause actual results to differ materially. Some of the specific factors that could cause BioLife Solutions’ actual results to differ materially are discussed in the Company’s recent filings with the Securities and Exchange Commission.  BioLife Solutions disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

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Media Relations:
Investor Relations:
 
Len Hall
Matt Clawson
 
Allen & Caron Inc
Allen & Caron Inc
 
(949) 474-4300
(949) 474-4300
 
len@allencaron.com
matt@allencaron.com