0001354488-12-003014.txt : 20120601 0001354488-12-003014.hdr.sgml : 20120601 20120601150827 ACCESSION NUMBER: 0001354488-12-003014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120530 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120601 DATE AS OF CHANGE: 20120601 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: 12883045 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


May 30, 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):

£
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
 
On May 30, 2012, the Company entered into an Amendment to its  Secured Multi-Draw Term Loan Facility Agreement (the “Facility Agreement”) with each of  Thomas Girschweiler, a director and stockholder of the Company,  and Walter Villiger, an affiliate of the Company, each a non-U.S. Person (“U.S. Person” being defined in Regulation S of the Securities Act of 1933, as amended) (collectively, the “Investors”), pursuant to which (i) the amount of the Investor’s Facility (as defined in the Facility Agreement) was increased to $5,750,000, and (ii) the maturity date of  the Investor’s Facility was extended to January 11, 2016. The Note previously delivered to each of the Investors also was amended to reflect the changes to the Facility Agreement.  In consideration of such amendments, the Company issued to each of the Investors a five-year warrant to purchase 1,000,000 shares of the Company’s Common Stock, par value $0.001 per share, at a price of $0.08 per share.
 
ITEM 8.01.
OTHER EVENTS
 
On June 1, 2012, the Company issued the press release attached hereto as Exhibit 99.1.
 
ITEM 9.01(d). 
EXHIBITS
 
Exhibit #
Description
 
Press release dated June 1, 2012.
 
 
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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:  May 30, 2012
By:
/s/ Daphne Taylor  
   
Daphne Taylor
  
    Chief Financial Officer  
       

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 EX-99.1 2 blfs_ex991.htm PRESS RELEASE blfs_ex991.htm
Exhibit 99.1
 
BioLife Solutions Restructures Term Debt;
Secures 3-Year Extension on Maturity

Addendum Provides Financial Flexibility as Revenue Ramps
 
BOTHELL, WA—June 1, 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, and contract media manufacturer, today announced that it has executed an amendment to its longstanding term loan facility with the current investment group that is also represented on the Company’s Board of Directors.  The amendment calls for the extension of the maturity date of the multi-draw term loan for three years.  Under the new facility terms, the maturity date has now been extended to January 2016.
 
Mike Rice, Chief Executive Officer, commented on the restructuring stating, “More than ever, our largest investors are pleased with the direction and growth trajectory of the Company and understand that the near-term maturity of debt was seen as an overhang for potential new investors in BioLife stock.  The extension of the maturity date until 2016, gives us time and financial flexibility to execute on our current growth ramp and continue to make prudent investments necessary to capture additional market share.”
 
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.

# # # #

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
  
     
 

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