Note 14 - Subsequent Events

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Subsequent Events [Text Block]

14. Subsequent Events

On January 4, 2021, the Company entered into a lease agreement for approximately 16,800 square feet in the United States. The term of our lease begins on March 1, 2021 and continues until February 28, 2026. In accordance with the lease agreement, the monthly base rent is approximately $13,650 at commencement and includes provisions for rent increases of approximately 3% in March of each year.

On January 29, 2021, the Company entered into a lease agreement for approximately 26,800 square feet in the United States. The term of our lease begins on the earlier of the completion of certain work set forth in the agreement and June 1, 2021 and continues until the last day of the calendar month that occurs 10 years and 5 months after the lease begins. In accordance with the lease agreement, the monthly base rent is approximately $26,800 at commencement and includes provisions for rent increases of approximately 2.5% on the first day of the first month that follows the first anniversary of the beginning of the lease of each year and on each anniversary date thereafter.

On March 11, 2021, the President of the United States signed into law the “American Rescue Plan Act of 2021” (the American Rescue Plan), which included additional economic stimulus and tax credits, including the expansion of the Employee Retention Credit. BioLife continues to examine the impact that the American Rescue Plan will have on its financial condition, results of operations, and liquidity.

On March 19, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between us, BLFS Merger Subsidiary, Inc., our wholly-owned subsidiary (“Merger Sub”), and Global Cooling, Inc. (“Global Cooling”) pursuant to which Merger Sub will merge with and into Global Cooling, with Global Cooling continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “GCI Merger”). The total consideration to be paid by us to the stockholders of Global Cooling at the closing will be 6,646,870 shares of our common stock (representing 19.9% of the number of our shares of common stock issued and outstanding immediately prior to the date of the execution of the Merger Agreement), a portion of which will be held in two segregated escrow accounts to serve as the sole source of payment for post-closing indemnification claims. The Merger Agreement provides for mutual indemnification, subject, in certain instances, to a basket and cap. The closing of the GCI Merger is subject to various customary closing conditions, including the approval of Global Cooling’s stockholders, and may be terminated by mutual agreement, for the other party’s uncured material breach, or if there is a government order preventing the closing, among other reasons. There is no assurance that the GCI Merger will close or that, if the GCI Merger does close, it will be successful or that Global Cooling will be, or will remain, profitable.