Note 11 - Subsequent Event

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

1

1

. Subsequent Event

On

April 1, 2019,

we closed the previously announced transaction for the acquisition of

100%

of Astero Bio Corporation ("Astero"), an innovator in the design, development and commercialization of novel automated thawing devices for cell and gene therapies, for an upfront cash payment of

$8

million. This transaction is expected to further strengthen BioLife's position as a leading supplier of disruptive, enabling solutions used in the manufacture, storage and distribution of cell and gene therapies. We believe Astero's ThawSTAR product line broadens BioLife's bioproduction tools portfolio and increases the Company's footprint and engagement level in its customers' cell and gene therapy manufacturing workflow. Under the terms of the share purchase agreement, Astero shareholders are eligible to receive up to an additional

$4.5

million in cash based on the completion of certain product development milestones and an additional

$8.0

million in cash over the next

three

years based on attainment of specific revenue targets.

We incurred

$208,000

of related acquisition costs for the

three

month period ending

March 31, 2019,

which are reflected in our Statement of Operations. We expect to report Astero as a consolidated entity as of

April 1, 2019.

The acquisition qualifies as a business combination and will be accounted for using the acquisition method of accounting.

Due to the limited time since the acquisition date and the effort required to assess the fair value of assets acquired and liabilities assumed, the initial accounting for the business combination is incomplete at the time of this filing. As a result, the Company is unable to provide the amounts recognized for the major classes of assets acquired and liabilities assumed, acquisition contingencies and goodwill. Also, the Company is unable to provide pro forma revenues and earnings of the combined entity. This information is expected to be included in the Company's Quarterly Report on Form

10

-Q for the quarter ended

June 30, 2019.