8-K

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 1, 2021

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

N/A

(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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of exchange on which registered
BioLife Solutions, Inc. Common Shares	BLFS	NASDAQ Capital Market

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on August 9, 2021, BioLife Solutions, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BLFS Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Fortis Advisors LLC, in its capacity as the representative of the stockholders of Sexton (as defined herein) (the “Seller Representative”) and Sexton Biotechnologies, Inc., a Delaware corporation (“Sexton”).

On September 1, 2021, the Company completed the merger of Merger Sub with and into Sexton and Sexton became a wholly-owned subsidiary of the Company (the “Merger”). As consideration for the Merger (the “Merger Consideration”), holders of common stock, preferred stock and options of Sexton, other than the Company (collectively, the “Participating Holders”), are entitled to receive an aggregate of 530,502 newly issued shares of the Company’s common stock (“Common Stock”), subject to certain post-closing adjustments, of which 477,452 shares of Common Stock were issued to the Participating Holders at the Closing, and 53,050 shares of Common Stock, or approximately 10% of the Merger consideration, were deposited into an escrow account for indemnification and post-closing purchase price adjustment purposes.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2021 and is incorporated herein by reference. 

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, 2021	By:	/s/ Roderick de Greef
		Name: Roderick de Greef Title: Chief Financial Officer

XML

Document And Entity Information	Sep. 01, 2021
Document Information [Line Items]
Entity, Registrant Name	BIOLIFE SOLUTIONS, INC.
Document, Type	8-K
Document, Period End Date	Sep. 01, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36362
Entity, Tax Identification Number	94-3076866
Entity, Address, Address Line One	3303 Monte Villa Parkway
Entity, Address, City or Town	Bothell
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98021
City Area Code	425
Local Phone Number	402-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	BioLife Solutions, Inc. Common Shares
Trading Symbol	BLFS
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0000834365