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): August 15, 2023

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, Suite 310
Bothell, Washington	98021
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (425) 402-1400

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))

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

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BLFS	The Nasdaq Stock Market LLC

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 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 15, 2023, the Board of Directors (the “Board”) of BioLife Solutions, Inc., a Delaware corporation (the “Company”), approved the Amendment to Employment Terms (the “Amendment”) with certain named executive officers of the Company listed in the table below, in addition to other executive officers (the “Executives”). The Amendment provides that, for base salary earned on and after August 14, 2023 through December 31, 2023, the Company will pay each Executive a percentage of his or her base salary in the form of cash (the “Cash Percentage”) and the remaining percentage (the “Stock Percentage”) in the form of fully vested shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issued under and subject to the Company’s 2023 Omnibus Performance Incentive Plan, as amended from time to time (the “Plan”). The number of Shares paid to each Executive on any payroll date will be determined by dividing the Stock Percentage portion of such Executive’s base salary by the closing price of a Share on the trading day immediately preceding such payroll date, rounded down to the nearest whole Share. Such percentages for each Executive are set forth in the table below.

Executive	Cash Percentage	Stock Percentage
Michael Rice	50%	50%
Karen Foster	70%	30%
Troy Wichterman	70%	30%
Aby Mathew	0%	100%

Each member of the Board also agreed to receive all cash payments due for service on the Board for the remainder of the calendar year in the form of fully vested Shares under and subject to the Plan. The number of Shares paid to each director on any payment date will be determined by dividing the amount of the payments due to such director by the closing price of a Share on the trading day immediately preceding such payment date, rounded down to the nearest whole Share.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of Amendment to Employment Terms
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 16, 2023	By:	/s/ Troy Wichterman
		Name: Troy Wichterman Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT TERMS

This Amendment to Employment Terms (this “Amendment”) is made as of August [__], 2023, between BioLife Solutions Inc., a Delaware corporation (the “Company”), and [_________] (“Executive”). Executive and the Company are sometimes referred to herein as the “parties.”

In consideration of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

1. In order to increase the alignment between Executive and the Company’s shareholders, effective for base salary earned by Executive for calendar year 2023 on and after August 14, 2023, through and including December 31, 2023 (such period, the “Effective Period” and such base salary, the “Base Salary”), such Base Salary shall be paid to Executive in a combination of cash and stock as set forth in this Amendment.

2. On each Company payroll date on which the Company is scheduled to pay any Base Salary to Executive during the Effective Period:

a. [__]% of such Base Salary shall be paid to Executive in the form of cash.

b. [__]% of such Base Salary shall be paid to Executive in the form of fully vested shares of the Company’s common stock, par value $0.01 per share (“Shares”), under and subject to the Company’s currently active equity incentive plan. The number of Shares paid to Executive shall be determined by dividing such [__]% of such Base Salary by the closing price of a Share on the trading day immediately preceding such payment date, rounded down to the nearest whole Share. Any remaining amount of such Base Salary that is not converted to Shares due to the whole Share limitation in the preceding sentence shall be paid to Executive in the form of cash.

c. Any amount required to be withheld from such Base Salary (including as a result of the payment of Shares pursuant to Section 2(b)) shall be withheld from the cash portion of such Base Salary covered by Section 2(a), and if such cash portion is smaller than such amount required to be withheld from such Base Salary, the difference shall be paid by Executive to the Company as a condition to the receipt of the Shares described in Section 2(b).

3. Reversion to Cash Payments. Upon the expiration of the Effective Period on January 1, 2024, Executive’s base salary shall revert to being paid solely in cash.

4. Amendment and Ratification. Except as specifically amended hereby, all terms, conditions, covenants, representations, and warranties applicable to the terms of Executive’s employment with the Company shall remain in full force and effect and shall be binding upon the parties.

5. Entire Agreement. This Amendment constitutes the entire agreement, and supersedes all prior agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.

6. Governing Law; Disputes. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Washington, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Washington. Any question or dispute regarding the administration or interpretation of this Amendment will be determined by Company. The resolution of such question or dispute by the Company will be final and binding on all persons.

7. Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

8. Facsimile or .pdf Signature. This Amendment may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

BIOLIFE SOLUTIONS, INC.
By:
	Name:
	Title:
EXECUTIVE

XML

Document And Entity Information	Aug. 15, 2023
Document Information [Line Items]
Entity, Registrant Name	BioLife Solutions, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 15, 2023
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, Address Line Two	Suite 310
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
Title of 12(b) Security	Common Stock
Trading Symbol	BLFS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000834365