S-1MEF

As filed with the Securities and Exchange Commission on March 20, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	3845	94-3076866
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

3303 Monte Villa Parkway

Bothell, Washington 98021

(425) 402-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daphne Taylor

Chief Financial Officer

3303 Monte Villa Parkway

Bothell, Washington 98021

(425) 402-1400

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher L. Doerksen

Kimberley R. Anderson

Dorsey & Whitney LLP

701 Fifth Avenue, Suite 6100

Seattle, Washington 98104

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.   þ  File No. 333-192880

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company þ

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount of offered securities		Proposed maximum aggregate offering price(1)		Amount of registration fee
Units, each consisting of one share of common stock, $0.001 par value and one common stock warrant (2)
Shares of common stock included as part of the units (3)		116,279	$	500,000	$	65
Common stock warrants included as part of the units(2)
Shares of common stock acquirable upon exercise of the common stock warrants(3)		116,279	$	552,326	$	72
TOTAL(4)			$	1,052,326	$	137 (4)

__________

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.  Includes estimated proceeds from the exercise of the common stock warrants.
(2)	No fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
(3)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(4)	The registrant previously registered securities at an aggregate offering price not to exceed $31,569,767 on a related registration statement on Form S-1 (File No.333-192880), which was declared effective on March 19, 2014, for which a filing fee of $4,067 was previously paid. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of  $1,052,326 is hereby registered.

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional (i) units of BioLife Solutions, Inc., with each unit consisting of one share of common stock, $0.001 par value, and one common stock warrant, and (ii) shares of common stock issuable upon exercise of such warrants, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-192880), which was declared effective by the Securities and Exchange Commission on March 19, 2014, are incorporated in this registration statement by reference.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

All exhibits filed or incorporated by reference in the registrant’s registration statement on Form S-1, as amended (File No. 333-192880), are incorporated by reference into, and shall be deemed to be part of, this registration statement, except for the following, which are filed herewith:

Exhibit	Description
5.1	Opinion of Dorsey & Whitney LLP
23.1	Consent of Peterson Sullivan LLP
23.2	Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 hereto)
24.1*	PPower of Attorney

* Filed as Exhibit 24.1 to the registrant’s registration statement on Form S-1 (File No. 333-192880) filed with the Securities and Exchange Commission on December 16, 2013 and incorporated in this registration statement by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington, on this 20th day of March, 2014.

BIOLIFE SOLUTIONS, INC.
By:	/s/ Michael Rice
	Name: Michael Rice
	Title:  Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Rice	Chief Executive Officer	March 20, 2014
Michael Rice	(Principal Executive Officer) and Director
/s/ Daphne Taylor	Chief Financial Officer	March 20, 2014
Daphne Taylor	(Principal Financial Officer and Principal Accounting Officer)
*	Chairman of the Board	March 20, 2014
Raymond Cohen
*	Director	March 20, 2014
Andrew Hinson
*	Director	March 20, 2014
Joseph Schick
*	Director	March 20, 2014
Rick Stewart
* /s/ Michael Rice
Michael Rice, attorney-in-fact

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EX-5.1

Exhibit 5.1

March 20, 2014

BioLife Solutions, Inc.

3303 Monte Villa Parkway, Suite 310

Bothell, Washington 98201

Re:  Registration Statement on Form S-1

        File No. 333-192880

Ladies and Gentlemen:

We have acted as counsel to BioLife Solutions, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-1 (the “Additional Registration Statement”) relating to the offering and sale by the Company of up to 116,279 units (the “Units”), with each unit consisting of one share of common stock of the Company, par value $0.001 per share (the “Common Stock”), and one common stock warrant, each whole warrant (a “Warrant”) exercisable for one share of Common Stock.  The Additional Registration Statement also relates to the registration of 116,279 shares of Common Stock underlying the Warrants.  The Additional Registration Statement incorporates by reference the Registration Statement on Form S-1 (File No. 333-192880) (the “Original Registration Statement” and, together with the Additional Registration Statement, the “Registration Statement”), which was declared effective on March 19, 2014.

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below.  In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.  We have also assumed the legal capacity for all purposes relevant hereto of all natural persons.  As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.  We have also assumed that (i) investors will actually pay in full all amounts that they have agreed to pay to purchase the securities, and (ii) the certificates or instruments representing the securities will be duly executed or delivered.

Based upon and subject to the foregoing, we are of the opinion that: 

(1)   the Units and the shares of Common Stock to be sold by the Company pursuant to the Registration Statement will be, when sold, validly issued, fully paid and non-assessable;

(2)   the shares of Common Stock issuable upon exercise of the Warrants will be, when sold, validly issued, fully paid, and non-assessable;

March 20, 2014

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(3)   the Units and the Warrants to be sold by the Company pursuant to the Registration Statement will be duly authorized by all requisite corporate action; and

(4)   the Warrants constitute valid and binding obligations of the Companyenforceable against the Company in accordance with their terms.

Our opinions expressed above are limited to the Delaware General Corporation Law and, as to the enforceability of the Warrants against the Company, the laws of the State of New York.  We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of: (a) any other laws; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority.

Our opinions expressed above with respect to the enforceability of the Warrants are qualified to the extent that they may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application relating to or affecting creditors' rights and remedies, including, without limitation, fraudulent conveyance and fraudulent transfer laws, and by general principles of equity, including (without limitation) principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether such enforceability is considered in a proceeding in equity or at law). We express no opinion as to the availability of any equitable or specific remedy upon any breach of the Warrants, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement filed with the United States Securities and Exchange Commission, and to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,

/s/ Dorsey & Whitney LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 of BioLife Solutions, Inc. of our report dated February 12, 2014, on our audits of the financial statements of BioLife Solutions, Inc. as of and for the years ended December 31, 2013 and 2012.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

March 20, 2014