bioli20180906

0001437749-18-016729.txt : 20180907 0001437749-18-016729.hdr.sgml : 20180907 20180907165001 ACCESSION NUMBER: 0001437749-18-016729 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180904 ITEM INFORMATION: Other Events FILED AS OF DATE: 20180907 DATE AS OF CHANGE: 20180907 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: 001-36362 FILM NUMBER: 181060615 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 bioli20180906_8k.htm FORM 8-K bioli20180906_8k.htm

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): September 4, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 4, 2018, BioLife Solutions, Inc. (the “Company”) purchased $5,000,000 of shares of common stock of SAVSU Technologies, Inc. (“SAVSU”) pursuant to a share purchase agreement (the “Agreement”) by and between the Company, SAVSU and Savsu Origin, LLC (formerly Savsu Technologies LLC, “SOLLC”). Following this purchase, the Company owns approximately 44% of SAVSU, up from 31%.

In connection with the financing transaction, on September 4, 2018, the Company and SOLLC entered into a call option agreement pursuant to which the Company, at its sole discretion, has the option for a period of 18 months to purchase from SOLLC all of its shares of SAVSU (representing all of the remaining outstanding shares of SAVSU) for the greater of (i) 1,000,000 shares of Company common stock or (ii) approximately $23 million of shares of Company common stock calculated based on the 20 day volume weighted average price of the Company’s common stock on the date of exercise (each as adjusted for stock splits, combinations and the like). If the Company exercises the call option, the Company will issue 75% of the shares at closing of the option exercise, with the remaining 25% to be issued upon the achievement of specific revenue milestones.

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: September 7, 2018	By:	/s/ Roderick de Greef
		Name: Roderick de Greef Title: Chief Financial Officer