0001354488-14-000278.txt : 20140122 0001354488-14-000278.hdr.sgml : 20140122 20140121174214 ACCESSION NUMBER: 0001354488-14-000278 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140121 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140122 DATE AS OF CHANGE: 20140121 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: 14538778 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


January 21, 2014
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)
 o 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 7.01                      Regulation FD Disclosure

On January 21, 2014, the Company issued a press release entitled “BioLife Solutions Announces 1:14 Reverse Stock Split.” The press release is attached hereto as Exhibit 99.1. The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM  9.01                     Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit Number
Description
Press release of BioLife Solutions, Inc. dated January 21, 2014 entitled “BioLife Solutions Announces 1:14 Reverse Stock Split”

 
 
2

 


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:  January 21, 2014
By:
/s/ Daphne Taylor  
   
Daphne Taylor
 
   
Chief Financial Officer
 
       

3


 
 


EX-99.1 2 blfs_ex991.htm PRESS RELEASE blfs_ex991.htm
Exhibit 99.1


 
BioLife Solutions Announces 1:14 Reverse Stock Split
 
Effective January 29, 2014; Intended to Facilitate NASDAQ Listing
 
 
BOTHELL, Wash., Jan. 21, 2014 /PRNewswire/ -- BioLife Solutions, Inc. (OTCQB: BLFS), a leading developer, manufacturer and marketer of proprietary clinical grade hypothermic storage and cryopreservation freeze media and precision thermal shipping products for cells and tissues, today announced that pursuant to the authorization previously granted by the Company's stockholders, the Company's Board of Directors (the "Board") has fixed 1-for-14 as the ratio for its previously announced reverse stock split.  The Company anticipates that the reverse stock split will be effective at the market opening on January 29, 2014.  The reverse stock split is intended to facilitate the listing of BioLife's common stock on the NASDAQ Capital Market®
 
Mike Rice, BioLife Solutions CEO, commented, "We are completing our first step in our previously-announced financial transactions to list on the NASDAQ Capital Market. If our application is approved, we believe that the NASDAQ listing will create the conditions for BioLife Solutions to gain access to a broader institutional investment community, strengthen our financing flexibility, and provide greater liquidity for our shareholders."
 
When the reverse stock split becomes effective, every fourteen (14) shares of common stock outstanding will automatically combine into one (1) new share of common stock with no change in par value per share.  This will reduce the number of shares of common stock outstanding from approximately 70 million to approximately 5 million.  The Company's authorized number of shares of common stock will be unchanged following the reverse stock split. The reverse stock split will affect all issued and outstanding shares of the company's common stock, as well as common stock underlying stock options and warrants outstanding immediately prior to the effectiveness of the reverse stock split. In connection with the reverse stock split, the CUSIP number for the common stock will change to 09062W204.
 
Except for adjustments that may result from the treatment of fractional shares, which will be rounded up to the nearest whole number on a certificate-by-certificate basis, each stockholder will beneficially hold the same percentage of common stock immediately following the reverse stock split as they held immediately prior to the reverse stock split.
 
Stockholders holding certificated shares or shares through a brokerage account will have their shares automatically adjusted to reflect the reverse stock split as of the effective date. Although the issuance of new stock certificates will not be required, stockholders may obtain a new certificate from the Company's transfer agent, which is American Stock Transfer & Trust Company, LLC.
 
On December 16, 2013, BioLife announced that its two debt holders have agreed to convert the Company's entire secured debt of approximately $14 million in principal and accrued interest into equity in connection with the Company's next equity financing.
 
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
 
About BioLife Solutions
 
BioLife Solutions develops, manufactures and markets hypothermic storage and cryopreservation solutions and precision thermal shipping products 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 a reverse stock split and potential uplisting. 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, the risk that the NASDAQ listing will not be completed, 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, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. 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.
 
 
Media & Investor Relations
Daphne Taylor
Senior Vice President, Chief Financial Officer
(425) 402-1400
dtaylor@biolifesolutions.com