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): October 19, 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,

Bothell, WA 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 o

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. o

Item 2.02    Results of Operations and Financial Condition.

On October 19, 2023, the BioLife Solutions, Inc. (the “Company”) issued a press release announcing its preliminary unaudited revenue for the quarter ended September 30, 2023, updated guidance for the 2023 fiscal year and the management changes described in Item 5.02 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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

Resignation of Michael Rice as Chief Executive Officer and Chairman

On October 19, 2023, Michael Rice, the Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of the Company, resigned his positions as Chairman of the Board and Chief Executive Officer of the Company, effective immediately. Mr. Rice’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Rice’s resignation, the Company and Mr. Rice entered into a Separation, Release of Claims and Consulting Agreement (the “Rice Consulting Agreement”) on October 19, 2023 (the “Separation Date”), pursuant to which Mr. Rice will serve as a consultant for the Company beginning on the Separation Date and ending on the six-month anniversary thereof (the “Consulting Term”). During the Consulting Term, Mr. Rice will assist the Company’s senior leadership team with certain projects as determined by mutual agreement between Mr. Rice and the Company’s Chief Executive Officer (the “Consulting Services”). As consideration for the Consulting Services, the Company will pay Mr. Rice a consulting fee of $25,000 per month during the Consulting Term. In addition, Mr. Rice will receive the following: (i) a lump sum payment equal to 12 months’ of his base salary at the rate in effect on the Separation Date; (ii) 12 months of medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the Separation Date; (iii) a lump sum tax gross up payment with respect to such COBRA premiums; (iv) a lump sum payment in an amount equal to the payout of his accrued unused vacation; and (v) full vesting of all unvested equity awards (collectively, the “Severance Benefits”). Further, in the event of a “Change in Control” (as defined in the Amended Executive Employment Agreement, dated as of December 1, 2020, by and between the Company and Mr. Rice (the “Rice Employment Agreement”)) of the Company during the Consulting Term, the Company will also pay Mr. Rice (a) a lump sum payment equal to (i) 24 months’ of his base salary at the rate in effect on the Separation Date, plus (ii) 100% of any incentive cash and/or stock bonus opportunity for the year in which such termination occurs, plus (iii) the cost of 24 months of medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the Separation Date, plus (iv) a tax gross up payment with respect to such premiums, minus (b) the amounts set forth in clauses (i) through (iii) of the Severance Benefits, subject to his execution and nonrevocation of a release of claims in favor of the Company. The Company and Mr. Rice can each terminate the Consulting Term for convenience upon 30 days’ prior written notice to the other party.

The foregoing description of the terms of the Rice Consulting Agreement is not complete and is qualified in its entirety by reference to the terms of the Rice Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Appointment of Roderick de Greef as President, Chief Executive Officer and Chairman

On October 19, 2023, the Board appointed Roderick de Greef as the President and Chief Executive Officer of the Company (Principal Executive Officer) and Chairman of the Board, effective immediately. Mr. de Greef, age 62, has been a director of the Company since January 4, 2023 and served as President and Chief Operating Officer of the Company from November 2021 until he retired on January 3, 2023. Previously, Mr. de Greef served as Chief Financial Officer of the Company from May 2016 to November 2021, and Chief Operating Officer of the Company from December 2019 to May 2021.

There are no arrangements between Mr. de Greef and any other persons pursuant to which he will be appointed to serve as the Company’s Chief Executive Officer and Chairman of the Board. There are no family relationships between Mr. de Greef and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. de Greef’s appointment as Chief Executive Officer, on October 19, 2023, the Company and Mr. de Greef entered into an Employment Agreement (the “de Greef Employment Agreement”). Pursuant to the Agreement, Mr. de Greef is currently employed at-will, and the de Greef Employment Agreement is not for a definite time period, but rather, will continue until terminated in accordance with its terms. Mr. de Greef will earn an initial base salary of $744,450 per annum, which will be reviewed periodically by the Board and may be adjusted in the sole discretion of the Board, but will not be reduced unless a material adverse change in the financial condition or operations of the Company has occurred or Mr. de Greef’s responsibilities are altered to reflect less responsibility. In addition, beginning in the 2024 fiscal year, the Board may also approve payment of a performance bonus to Mr. de Greef, with a target amount of 100% of Mr. de Greef’s base salary. Mr. de Greef was also granted 394,856 restricted stock units under the Company’s 2023 Omnibus Performance Incentive Plan, which will vest in equal annual installments so long as Mr. de Greef remains employed by the Company through such date, provided that all unvested shares as of January 1, 2027 shall fully vest. The de Greef Employment Agreement entitles him to participate in all employee benefit programs established by the Company

that are applicable to management personnel. The Company will also reimburse Mr. de Greef up to $75,000 per year for travel and lodging expenses related to his work at the Company’s corporate headquarters, and will make a tax gross up payment with respect to such reimbursed amounts. In addition, upon termination of his employment by the Company without “Cause” (other than by reason of death or disability) or his resignation for “Good Reason” (each as defined in the de Greef Employment Agreement), Mr. de Greef will receive the following severance payments: (i) his base salary through the date of termination, including unused vacation time and expenses, (ii) a lump sum severance payment equal to 12 months’ base salary and (iii) an amount equal to the cost of 12 months of medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums. Such payments and benefits will be subject to Mr. de Greef’s execution and non-revocation of a release of claims in favor of the Company. If Mr. de Greef’s employment is terminated by the Company upon, or within twelve months following, a “Change in Control” (as defined in the de Greef Employment Agreement”), Mr. de Greef will, instead of the severance benefits just described, be entitled to (i) his base salary through the date of termination, including unused vacation time and expenses, (ii) a lump sum severance payment equal to 24 months’ salary, (iii) 100% of any incentive cash and/or stock bonus opportunity for the year in which the Change in Control occurs, (iv) an amount equal to the cost of 24 months of medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up with respect to such premiums and (v) full vesting of all unvested equity awards. The benefits in clauses (i) through (iv) of the preceding sentence will be subject to Mr. de Greef’s execution and non-revocation of a release of claims in favor of the Company. The de Greef Employment Agreement contains a covenant not to compete with the Company or solicit the Company’s employees, customers or suppliers for a period of one year after the date of termination.

The foregoing description of the de Greef Employment Agreement is not complete and is qualified in its entirety by reference to the terms of the de Greef Employment Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Separation, Release of Claims and Consulting Agreement by and between the Company and Michael Rice, dated October 19, 2023.
10.2	Executive Employment Agreement by and between the Company and Roderick de Greef, dated October 19, 2023.
99.1	Press Release of BioLife Solutions, Inc., dated October 19, 2023.
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: October 23, 2023	By:	/s/ Troy Wichterman
		Name: Troy Wichterman
		Title: Chief Financial Officer

EX-10.1

1 SEPARATION, RELEASE OF CLAIMS AND CONSULTING AGREEMENT This Separation, Release of Claims and Consulting Agreement (“Agreement”) is dated as of this 19th day of October 2023, by and between Michael Rice, his marital community, heirs, and assigns (hereinafter “Employee”), and BioLife Solutions Inc., its subsidiaries, including, without limitation, successors and assigns (collectively, the “Company”). Employee and the Company are sometimes collectively referred to as the “Parties.” 1. The at will employment of Employee will terminate effective as of the 19th day of October, 2023, (hereinafter “Separation Date”). The Company expressly disclaims any liability to Employee. In exchange for the consideration described herein, Employee hereby represents and warrants the following: (a) This Agreement is entered into in order to: i. Effect payment of severance and other benefits included in that certain Amended Executive Employment Agreement (“Rice Employment Agreement”) entered into by the Parties on December 1, 2020; ii. Reconfirm Employee’s obligations pursuant (A) to the Rice Employment Agreement that continue to apply following Employee’s termination of employment, including but not limited to those set forth in Section 7 (Covenant Not To Compete), Section 8 (Confidential Information), Section 9 (Work Product and Copyrights), Section 10 (Inventions and Patents), Section 11 (Cooperation) and Section 12 (Non-Disparagement). iii. Address the matters set forth in Paragraph 2 of this Agreement. (b) Employee has authority to enter into this Agreement. (c) Employee has not transferred, in whole or in part, any rights related to his employment with the Company. (d) Employee hereby settles any and all claims that Employee may have against the Company as a result of the Company’s hiring Employee, his employment with the Company and the termination of his employment with the Company. (e) Employee has not and will not transfer any of the Company’s confidential information, including but not limited to; from any Company-provided computer, network server, email account, memory storage device or other Company-owned asset to any unauthorized party, including but not limited to any Employee-owned or managed personal email account, personal computer, memory storage device, or network storage location. (f) Employee understands and acknowledges that, following the Separation Date and following the expiration of the non-competition covenants set forth in the Rice Employment Agreement and the expiration of the Consulting Term (as defined below), Employee will continue to remain subject to, and will continue to comply with, all confidentiality covenants and agreements

2 with the Company, including but not limited to those set forth in the Rice Employment Agreement. 2. Employee will serve as a consultant to the Company beginning on the Separation Date and ending on the six-month anniversary thereof (the “Consulting Term”). As a consultant, Employee will assist the Company’s Senior Leadership Team on projects determined by mutual agreement between Employee and the Company’s Chief Executive Officer and/or as reasonably requested by the Company (collectively, the “Services”). Employee may not subcontract or otherwise delegate Employee’s obligations under this Paragraph 2. Employee will at all times use best efforts in performing the Services and will perform such Services in accordance with Company policies and procedures. The Company will pay Employee consulting fees equal to $25,000 per month. In the event of a Change in Control (as defined in the Rice Employment Agreement) that occurs during the Consulting Term, Employee will receive payment of an amount equal to (a) the amounts set forth in Section 5(d)(ii)(B)-(E) of the Rice Employment Agreement minus (b) the amounts set forth in Paragraphs 3(a)-(c) below. The receipt of such amounts will be subject to the release requirement set forth in Section 5(d)(ii) of the Rice Employment Agreement. The Company will reimburse reasonable out-of-pocket expenses incurred by Employee in the performance of the Services (in accordance with applicable reimbursement policies of the Company). Employee’s provisions of the Services will not make Employee an agent of Company and does not authorize Employee to make any representation, contract, or commitment on behalf of Company. Employee will not be entitled to any of the benefits that Company may make available to its employees, other than in connection with Employee’s prior employment with the Company. Because Employee is an independent contractor, the Company will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on Employee’s behalf (other than in connection with Employee’s prior employment with the Company). Either Party may terminate the Consulting Term for convenience at any time upon 30 days prior written notice to the other Party. 3. Employee hereby resigns from all offices and directorships (or similar positions) held at the Company or any of its subsidiaries. 4. The Company agrees to provide Employee the following consideration, in each case, subject to and conditioned upon the occurrence of the Effective Date (as defined below): (a) severance pay of twelve (12) months’ worth of Employee’s base salary at the rate in effect on the Separation Date, payable in a lump sum within fourteen (14) days following the Effective Date; (b) provided Employee makes a timely election for COBRA coverage, the Company will pay on Employee’s behalf the monthly COBRA premium owed by Employee for Employee and Employee’s dependents for continued medical insurance the first twelve months of such coverage. Such payment(s) will be made directly by the Company to the Company’s COBRA administrator beginning after the Effective Date (as defined below). If Employee wishes to continue COBRA thereafter, Employee will be required to make payments on his own; (c) an additional tax gross up payment in an amount necessary so that the amount received by Employee to cover COBRA premiums under

3 Paragraph 3(b) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Employee would have received under Paragraph 3(b) if no tax withholding was made, payable in a lump sum within fourteen (14) days following the Effective Date; (d) an amount equal to the payout of accrued unused vacation, payable in a lump sum within fourteen (14) days following the Effective Date; and (e) full vesting of all unvested stock options, awards, or other equity grants or awards (if any), effective as of the Separation Date (but conditioned upon the Effective Date occurring). Such payments will be subject to all appropriate deductions and withholdings. Employee specifically acknowledges and agrees that this consideration exceeds the amount and entitlements he would otherwise be entitled to receive upon termination of his employment, and that it is in exchange for entering into this Agreement and such Agreement becoming effective. Employee will not at any time seek additional consideration in any form from the Company, except as expressly set forth in this Agreement. Employee specifically acknowledges and agrees that the Company has made no representations to him regarding the tax consequences of any amounts received by Employee or for Employee’s benefit pursuant to this Agreement. Employee agrees to pay all taxes and/or tax assessments due to be paid by Employee, and to indemnify the Company for any claims, costs and/or penalties caused by Employee’s failure to pay such taxes and/or tax assessments. Notwithstanding anything else to the contrary, Employee or Employee’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law, including but not limited to (x) all accrued but unpaid salary through the Separation Date and (y) any unreimbursed business expenses incurred by Employee, in accordance with Company policy, prior to the Separation Date, regardless of whether the Effective Date occurs (“Accrued Obligations”). 5. Employee represents that he has not filed, and will not file, any complaints, lawsuits, or charges relating to his employment with, or termination from, the Company. 6. Employee and the Company’s officers and directors shall refrain from making any derogatory comment in the future to the press or any individual or entity regarding the other that relates to their activities or relationship prior to the date of this Agreement, which comment would likely cause material damage or harm to the business interests or reputation of Employee or the Company; provided, however, that nothing in this Agreement shall interfere with or prohibit Employee from exercising any rights under Section 7 of the National Labor Relations Act. 7. Employee, on Employee’s own behalf and on behalf of Employee’s attorneys, heirs, administrators, successor and assigns, hereby agrees to release the Company, its Board of Directors, officers, employees, agents, and assigns (“Releasees”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that may be legally waived and released that Employee now has or has ever had against the Releasees, whether known or unknown, and whether arising from or relating to Employee’s employment with or discharge from the Company (the “Claims”). The Claims include but are not limited to: wrongful

4 or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee may have under the Fair Labor Standards Act, the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq., the Genetic Information Nondiscrimination Act of 2008; 29 U.S.C. § 621, et seq., Section 1981 of U.S.C. Title 42, the Equal Pay Act, the Family and Medical Leave Act, the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514A, also known as the Sarbanes-Oxley Act, the Rehabilitation Act of 1973, 29 U.S.C. § 703, et seq., Executive Orders 11246 or 11141, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq., and COBRA, 29 U.S.C. 1161, et seq., the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the Age Discrimination in Employment Act, the Uniform Services Employment and Reemployment Rights Act, the Immigration Reform and Control Act, the Industrial Welfare Act, Ch. 49.48 RCW, the Minimum Wage Act, Ch. 49.46 RCW, the Wage Payment Act, Ch. 49.12 RCW, the Wage Rebate Act, Ch. 49.52 RCW, the Washington Law Against Discrimination, Ch. 49.60 RCW, Washington leave laws, including the Paid Sick Leave Act, Ch. 49.46 RCW, the Family Care Act, Ch. 49.12 RCW, the Domestic Violence Leave Act, Ch. 49.76 RCW, the Military Family Leave Act, Ch. 49.77 RCW, and leave for certain emergency services personnel, CH. 49.12 RCW, Washington’s social media privacy law, Ch. 49.44 RCW, the Michigan Elliott-Larsen Civil Rights Act, the Michigan Persons with Disabilities Civil Rights Act, the Payment of Wages and Fringe Benefits Act, the Michigan Whistleblowers’ Protection Act, the Bullard-Plawecky Employee Right to Know Act, the Michigan Occupational Safety and Health Act, the Michigan Social Security Number Privacy Act, the Michigan Internet Privacy Protection Act, the Michigan Sales Representatives Commission Act, in each case, as amended, and any claims brought under any federal, state, or local statute or regulation for non-payment of wages or other compensation, including but not limited to expense reimbursements and/or bonuses due after the Separation Date, stock grants or stock options; and libel, slander, or breach of contract other than the breach of this Agreement. The Claims specifically exclude claims, charges, complaints, causes of action or demands: (a) for unemployment benefit claims under the Washington Employment Security Act or the Michigan Employment Security Act; (b) for workers’ compensation benefits under the Washington Industrial Insurance Act or the Michigan Worker’s Disability Compensation Act; (c) for benefits and protections under Washington’s Family and Medical Leave Program; (d) that post-date the date on which you execute this Agreement, and that are based on factual allegations that do not arise from or relate to Employee’s present employment with or termination from the Company; and (e) any other rights that may not be waived by an employee under applicable law. 8. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement or the Rice Employment Agreement shall prohibit Employee (or Employee’s attorney) from (a) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with the U.S. Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Equal Opportunity Employment Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self-regulatory authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (b) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to your attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (c)

5 receiving an award for information provided to any Government Agency. Pursuant to 18 U.S.C. Section 1833(b), Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude Employee from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If Employee is required to provide testimony, then unless otherwise directed or requested by a Governmental Agency or law enforcement, Employee shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process. 9. Employee represents that he has returned (or will return no later than the Separation Date or, if reasonably required to perform the Services, no later than the expiration of the Consulting Term) to the Company all property belonging to the Company, including but not limited to documents, corporate cards, access cards, office keys, office equipment, laptop and desktop computers, cell phones and other wireless devices, thumb drives, zip drives and all other media storage devices. These materials should be returned to Human Resources. 10. Employee warrants that no promise or inducement has been offered for this Agreement other than as set forth herein and that this Agreement is executed without reliance upon any other promises or representations, oral or written. Any modification of this Agreement must be made in writing and be signed by Employee and the Company. This Agreement supersedes all prior understandings between the Parties and represents the entire Agreement between the Parties with respect to all matters involving Employee’s employment with or termination from the Company, except, for the avoidance of doubt, Employee’s obligations pursuant to the Rice Employment Agreement that continue to apply following Employee’s termination of employment, which shall survive. No oral representations have been made or relied upon by the Parties. 11. Employee will direct all employment verification inquires to the Human Resources Department. 12. Code Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax

6 treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, that this Paragraph 11 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Employee during the six (6)-month period following Employee’s “separation from service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this letter would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Employee’s death), the Company shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period (without interest). (c) To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “deferred compensation” to which Treas. Reg. Section 1.409A-3(i)(1)(iv) would apply, any such reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but in no event later than December 31st of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit. 13. If any provision of this Agreement or compliance by Employee or the Company with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on both Employee and the Company. This Agreement is governed by the laws of the State of Washington. 14. The Snohomish County Superior Court, Seattle, Washington shall have exclusive jurisdiction of any lawsuit arising from or relating to Employee’s employment with, or termination

7 from, the Company, or arising from or relating to this Agreement. Employee consents to such venue and personal jurisdiction. The prevailing party in any such lawsuit will be entitled to an award of attorney’s fees and reasonable litigation costs. The Company will assert this Agreement as a defense to any claims the Employee might bring. Employee agrees that he will indemnify and hold the Company harmless from any breach of this Agreement by him. Employee further agrees that in the event of any breach of this Agreement by him, he will no longer be entitled to payments or other benefits provided herein, and will return all monies paid to him by the Company pursuant to this Agreement. 15. Employee specifically agrees and acknowledges: (a) that he has read this Agreement and understands its terms and effect, including the fact that he is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Agreement; (b) that he understands that, by entering into this Agreement, he does not waive any Claims that may arise after the date of his execution of this Agreement, including without limitation any rights or claims that he may have to secure enforcement of the terms and conditions of this Agreement; (c) that his waiver of rights under this Agreement is knowing and voluntary as required under the Older Workers Benefit Protection Act and that he has signed this Agreement in exchange for the consideration described herein, which he acknowledges is adequate and satisfactory to him and in additional to any other benefits to which he is otherwise entitled; (d) that he is hereby advised by the Company to consult with an attorney prior to executing this Agreement; (e) that the Company has given him a period of twenty-one (21) days to consider this Agreement, any changes made to this Agreement since his receipt of this Agreement shall not restart the twenty-one (21)-day period and, if he signs this Agreement prior to the expiration of such period, he has done so voluntarily, had sufficient time to consider the Agreement, to consult with counsel and that he does not desire additional time and hereby waives the remainder of the twenty-one (21)-day period; (f) that, following his execution of this Agreement he has seven (7) days in which to revoke this Agreement and that, if he chooses not to so revoke, this Agreement shall then become effective on the eighth (8th) day following his execution of this Agreement (the “Effective Date”) and enforceable and the payments and benefits listed above shall then be made to him in accordance with the terms of this Agreement; and (g) nothing in this Agreement shall be construed to prohibit Employee from filing a charge or complaint, including a challenge to the validity of the waiver provision of this Agreement, with the Equal Employment Opportunity Commission or participating in any investigation conducted by the Equal Employment Opportunity Commission (however, Employee has waived any right to monetary relief). To cancel this Agreement, Employee understands that he must give a written revocation to the Chief Executive Officer of the Company by email at rdegreef@biolifesolutions.com within the seven (7)-day period following Employee’s execution of this Agreement. If he rescinds this Agreement, it will not become effective or enforceable and he will not be entitled to any of the benefits set forth within (other than the Accrued Obligations). 16. This Agreement may be executed on or within twenty-one (21) days following the Separation Date, via facsimile or electronic mail and in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument, binding on the parties. 17. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS AGREEMENT, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS AGREEMENT WITH THE INTENT OF RELEASING BIOLIFE SOLUTIONS, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS.

8 Sign only on or within twenty-one (21) days after October 19, 2023. ACCEPTED AND AGREED TO: BioLife Solutions, Inc. ___/s/ Troy Wichterman________________ /s/ Michael Rice______________________ By: Troy Wichterman Michael Rice Its: Chief Financial Officer Dated: _10/19/2023___________________ Dated: _10/19/2023___________________

EX-10.2

Page 1 of 12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated October 19, 2023, is made between BioLife Solutions Inc., a Delaware corporation (“Employer”), and Roderick de Greef (“Executive”). Executive and Employer are sometimes referred to herein as the “Parties.” RECITALS A. Employer is in the business (the “Business”) of manufacturing and marketing biopreservation media and cold chain products for cells, tissues, and organs. B. Employer desires to employ Executive, in which capacity Executive will have access to Employer’s Confidential Information (as hereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will not compete with Employer or solicit its customers or its other employees during the term of employment and for a reasonable period of time after termination of employment pursuant to this Agreement, and Executive is willing to agree to these terms. C. Executive desires to be assured of the salary and other benefits provided for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: 1. Employment. a. Employer hereby employs Executive, and Executive agrees to be employed as Chief Executive Officer (“CEO”) reporting to the Board of Directors of Employer (the “Board”), in accordance with the terms and conditions set forth in this Agreement. Executive will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of the CEO. Executive will comply with all rules, policies and procedures of Employer as modified from time to time, including without limitation, rules and procedures set forth in the Employer’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all of Executive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliance with all applicable laws. During Executive’s employment, Executive will not engage in any other business activity which, in the reasonable judgment of the Employer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage. b. Nothing herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any business corporation or any charitable organization on which Executive currently serves and which is identified on Exhibit A hereto, or (2) subject to the prior approval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for other business entities, provided in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflict with Section 6 of this Agreement. 2. Term of Employment. The term of employment (“Term”) will continue indefinitely until terminated in accordance with the terms and conditions of this Agreement. 3. Compensation. For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will be computed and paid pursuant to the following subparagraphs. a. Base Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of $744,450, payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required or permitted by law, as is Employer’s policy with respect to other employees. Executive’s Base Salary will be reviewed periodically by the Board during the term of Executive’s

Page 2 of 12 employment and may be adjusted in the sole discretion of the Board based on such review, but will not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred or unless Executive’s responsibilities are altered to reflect less responsibility. b. Performance Bonus. Starting with fiscal year 2024, Employer under direction of its Board may pay or cause to be paid to Executive such Bonus as it from time to time determines appropriate, with a target of 100% of Base Salary. c. Restricted Stock Unit Award. Effective as of the date of this Agreement, Executive will be granted 394,856 restricted stock units covering shares of Employer’s common stock (“Restricted Stock Unit Award”). The Restricted Stock Unit Award will vest in equal annual installments so long as Executive remains employed by Employer through such date, except as otherwise provided in this Agreement; provided however, that all unvested shares as of January 1, 2027 shall fully vest. The Restricted Stock Unit Award will be granted under Employer’s 2023 Omnibus Performance Incentive Plan and will be subject to the terms and conditions of Employer’s standard restricted stock unit award agreement approved for grants thereunder. 4. Other Benefits. a. Certain Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any such plan. b. Vacations, Holidays and Expenses. Executive will be provided accrued paid vacation of four (4) weeks each calendar year, which shall be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’s responsibilities hereunder. Executive will be provided such holidays and vacation as Employer makes available to its management level employees generally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable expenses necessarily incurred in the performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. In addition, Employer will reimburse Executive up to $75,000 for travel and lodging expenses related to his work at Employer’s corporate headquarters and an additional tax gross up payment in an amount necessary so that the amount received by Executive for such reimbursement after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received if no tax withholding was made. In no case shall any reimbursement be made later than December 31st of the year following the calendar year in which such expense is incurred. c. Right of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive from time to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects to make any set-off in whole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated as set forth above, Executive agrees to pay immediately the unpaid balance to Employer. 5. Termination, Discharge. a. For Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause” means the Employer’s belief that any of the following has occurred: (i) any breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 6, 7 or 8;

Page 3 of 12 (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after written notice to Executive by Employer; (iii) Executive’s malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission of Executive which is materially injurious to the financial condition or business reputation of Employer or any of its subsidiaries or affiliates; (iv) commission or conviction of a felony or misdemeanor (other than a misdemeanor traffic violation), including a plea of guilty or failure to contest prosecution for a felony or misdemeanor; (v) Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in the judgment of Employer is harmful to Employer’s reputation; (vi) the Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty, unless Executive has evidence establishing that Employer directed Executive to commit such practice or act; or (vii) any reason that would constitute Cause under the laws the State of Washington. Upon termination of Executive’s employment hereunder for Cause, Employer shall pay the Executive no later than fourteen (14) days from the termination date in a lump sum: (x) Executive’s salary through the date of termination, (y) for any unused vacation time, and (z) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Executive will have no rights to any unvested benefits or any other compensation or payments after the termination date. b. Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due to death or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days during any period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, Employer shall pay the Executive no later than fourteen (14) days from the termination date in a lump sum: (i) Executive’s salary through the date of termination, (ii) a prorated portion of any incentive bonus opportunity previously approved by the Board (assuming target level achievement), (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law. c. Without Cause. Employer may terminate this Agreement without cause and without advance notice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shall govern), no later than fourteen (14) days from the termination date in a lump sum:

Page 4 of 12 (i) (x) Executive’s salary through the date of termination, (y) for any unused vacation time, and (z) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses; (ii) severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date; (iii) the amount equal to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and (iv) an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(c)(iii) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax withholding was made. All payments under this Agreement will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to termination without cause, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of Employer). d. Change in Control. (i) For purposes of this Agreement, Change in Control shall mean (x) the consummation of a merger or consolidation of Employer with or into another entity, (y) the dissolution, liquidation or winding up of Employer or (z) the sale of all or substantially all of Employer’s assets. The foregoing notwithstanding, a merger or consolidation of Employer shall not constitute a “Change in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were Employer’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of Employer’s capital stock immediately prior to such merger or consolidation. (ii) Employer may terminate Executive’s employment under this Agreement upon or within twelve months following a Change in Control without advance notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lump sum: (A) (i) Executive’s salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses;

Page 5 of 12 (B) as severance pay, twenty-four (24) months’ worth of Executive’s salary at the rate in effect on the termination date; (C) 100% of any incentive cash and/or stock bonus opportunity for the current year; (D) the amount equal to the cost of twenty-four (24) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and (E) an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(d)(ii)(D) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(d)(ii)(D) if no tax withholding was made. (iii) Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of Employer). (iv) Upon termination of Executive’s employment hereunder due to a Change in Control, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law. e. No Fault Termination By Executive. Executive may terminate this Agreement for any reason provided that Executive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, relieve Executive of all duties and authority after notice of termination has been provided. Upon termination of Executive’s employment hereunder by employee without Good Reason Employer shall pay the Executive no later than fourteen (14) days from the termination date in a lump sum, (i) Executive’s salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. f. Termination By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate Executive’s employment, which shall mean the following: (i) Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; or (ii) The occurrence of any of the following conditions, without Executive’s consent: (A) a significant diminution in the nature or scope of Executive’s authority, title, function or duties;

Page 6 of 12 (B) a ten percent (10%) reduction in Executive’s base salary or a twenty-five percent (25%) reduction in Executive’s target bonus opportunity (unless such reduction is part of a company officer-wide program to reduce expenses); (C) Employer’s requiring Executive to be based and work out of an office or location more than 50 miles from the office where Executive is currently employed; or (D) failure of any successor or assignee to Employer to assume this Agreement. Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns Executive’s employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lump sum: (I) (i) Executive’s salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses; (II) severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date; (III) the amount equal to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and (IV) an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(f)(III) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(f)(III) if no tax withholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to resignation for Good Reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of Employer). 6. Covenant Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination of Executive’s employment for any reason, Executive covenants and agrees that Executive will not:

Page 7 of 12 a. Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or be connected, in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competes with Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment with Employer, Employer or any of its affiliates planned to develop; b. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employer or any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests of Employer or any of its affiliates; c. Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of its affiliates; or d. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of its affiliates to alter or discontinue its relationship with Employer or any of its affiliates. The geographic scope of the prohibitions in this Section 6 shall be any city, town or county in which Employer conducts or does any business as of or within one (1) year of Executive’s last day of employment with Employer. Notwithstanding Executive’s obligations under this Section 6, Executive will be entitled to own, as a passive investor, up to five percent (5%) of any publicly traded company without violating this provision. Employer and Executive agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that this provision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreement require Executive to have access to confidential information which is valuable and confidential to all of the Business; the scope of this Section 6 is reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 6, including consideration herein. 7. Cooperation. The parties agree that certain matters in which Executive will be involved during the Term may necessitate Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Board, Executive shall cooperate with the Employer in connection with matters arising out of Executive’s service to the Employer; provided that, the Employer shall make reasonable efforts to minimize disruption of Executive’s other activities. The Employer shall reimburse Executive for reasonable expenses incurred in connection with such cooperation. 8. Non-Disparagement. Executive agrees and covenants that Executive will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Employer or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 8 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board. 9. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation of any of Sections 6, 7 or 8 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, upon any breach or threatened breach of Executive of the obligations set forth in any of Sections 6, 7 or 8. The preceding sentence shall not be construed to limit Employer from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, including Sections 6, 7 or 8. Executive also agrees that a violation of any of Sections 6, 7 or 8 would entitle Employer, in addition to all other remedies available at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held by Executive in constructive trust for Employer, received by Executive in connection with such violation.

Page 8 of 12 10. Dispute Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute of any type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section 10 regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced in accordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisions include, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining to termination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arising out of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington Minimum Wage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from submitting any matter to an administrative agency with jurisdiction over such matter. a. Mediation. Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting them to mediation in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of any claim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation, by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the parties to this Agreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30) days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session, either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediation process. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions. Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. The mediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section 10.a., then the claim or dispute will be determined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. The arbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment and commercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. The arbitration shall be held in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS in accordance with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the mediation provision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted and the arbitrator may decide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to the dispute resolution provisions in Section 10 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on the provisions of Section 10 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgment upon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statute of limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section 10.b. The arbitrator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. 11. Fees Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’ fees incurred in any litigation or dispute relating to the interpretation or enforcement of this Agreement. 12. 409A. It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to be deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein

Page 9 of 12 for non-compliance. It is further intended that the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exempt from Section 409A of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within the limitations described in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A- 1(b)(4) to the extent that all payments are payable no later than two and a half months after the end of the first taxable year in which the right to the payment is no longer subject to a substantial risk of forfeiture. a. If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any payments to be made or benefits to be delivered in connection with the Executive’s “Separation from Service” (as defined below) that constitute deferred compensation subject to Section 409A of the Code shall not be made until six months plus one day after the Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code, provided that the payment of any such deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferred compensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. b. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. c. For purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section 409A of the Code that depends on termination of employment or separation from service, termination of employment or separation from service shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to a level less than or equal to twenty percent (20%) of the average level of bona fide services the Executive performed over the immediately preceding thirty-six (36) month period. d. If the period during which Executive has discretion to execute or revoke the release agreement described in this Agreement straddles two calendar years, the related severance and other benefits shall be paid in the second of the two calendar years, regardless of within which calendar year Executive actually delivers the executed release agreement to Employer, subject to the release agreement first becoming effective. 13. Representation of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has no contract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants, services and duties provided for in this Agreement, and is not contravene the terms of any statute, law, or regulation to which Executive is subject. Executive agrees to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that, the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment, arrangement or understanding. 14. Assignability. This Agreement shall not be assignable by Executive. This Agreement may be assigned by Employer to a company which is a successor in interest to substantially all of the business operations of Employer. Such assignment shall become effective when Employer notifies the Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of Employer hereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights and privileges of this Agreement. 15. Notices. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by email, by registered or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated in Executive’s Human Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021, Attention: Chief Executive Officer. Notices shall be

Page 10 of 12 deemed to have been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, and (iii) one business day after delivery, if delivered by courier. 16. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. 17. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. 18. Governing Law. Except as provided in Section 10 above, the validity, construction and performance of this Agreement shall be governed by the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly recognize and agree that the implementation of this Section 18 is essential in light of the fact that Employer has its corporate headquarters and its principal executive offices within the State of Washington, and there is a critical need for uniformity in the interpretation and enforcement of the employment agreements between Employer and its key employees. Aside from any disputes that must be resolved by arbitration as provided for in Section 10, the Snohomish County Superior Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating to Executive’s employment with, or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personal jurisdiction. 19. Counterparts. This Agreement may be executed in counterpart in different places, at different times and on different dates, and in that case all executed counterparts taken together collectively constitute a single binding agreement. 20. Costs and Fees Related to Negotiation and Execution of Agreement. Each Party shall be responsible for the payment of its own costs and expenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the payment of any commissions or compensation in the nature of finders’ fees or brokers’ fees, gratuity or other similar thing or amount in consideration of the other Party entering into this Agreement to any broker, agent or third party acting on behalf of the other Party. 21. Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive- based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with Employer which is subject to recovery under any law, government regulation, or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by Employer pursuant to any such law, government regulation or stock exchange listing requirement). This provision shall survive termination of this Agreement. 22. Entire Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive and Employer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreement related to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorized representative of Employer.

Page 11 of 12 IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written. BIOLIFE SOLUTIONS, INC. By: /s/ Troy Wichterman Name: Troy Wichterman Title: Chief Financial Officer EXECUTIVE /s/ Roderick de Greef Roderick de Greef

Page 12 of 12 EXHIBIT A DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS AND TRUSTEE POSITIONS

EX-99.1

3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | BioLifeSolutions.com

BioLife Solutions Announces Leadership Transitions & Preliminary Third Quarter Revenue with Updated Outlook for 2023

Roderick de Greef appointed Chairman and Chief Executive Officer bringing 20+ years of prior BioLife experience

Garrie Richardson appointed Chief Revenue Officer

Preliminary Q3 revenue of $33.3 million and expect 2023 revenue at the low end of the previously announced guidance range

BOTHELL, Wash. (October 19, 2023) – BioLife Solutions, Inc. (NASDAQ: BLFS) a leading supplier of class-defining bioproduction tools and services for the cell and gene therapy (CGT) and broader biopharma markets, today announced Roderick de Greef has been appointed as Chairman of the Board of Directors and Chief Executive Officer replacing Michael Rice who is retiring after a seventeen year tenure, effective immediately. Rice has agreed to consult for the Company until March 31, 2024, to support a smooth transition.

"On behalf of the board, we are pleased to welcome Rod back to the Biolife management team and to express our sincere gratitude to Mike for his leadership and contributions over the years. After considering both internal and external candidates, we believe Rod is the obvious choice based on his wealth of experience as a strategic operator coupled with his deep understanding of our space and business" said Amy DuRoss, incoming Lead Independent Director of the Board.

de Greef remarked, “I am thrilled to have the opportunity to return to BioLife in a management capacity to lead the organization at this critical moment in its evolution and the objective is clear. My immediate efforts will be to continue the renewed focus on our cell processing and biostorage platforms, and to bring the divestiture process of our freezer product lines to a conclusion as quickly as possible. In the longer term, the focus will be on returning the company to strong and consistent revenue growth and restoring profitability by leveraging our long-established expertise in cryobiology and our uniquely positioned, high margin biopreservation media franchise.”

de Greef has over 30 years of senior financial and operating experience in a number of medical technology and biotech companies. de Greef serves on the Board of Directors and has previously served the Company for over 20 years, holding multiple positions including Chief Financial Officer, and more recently as President and Chief Operating Officer.

Rice stated, “With third quarter cell processing revenue results coming in as expected and our focused strategy for 2024, I believe this is a good time to hand over leadership of the Company. It has been the highest honor of my career to lead BioLife for over seventeen years. I’ve been blessed to work with such a dedicated and capable leadership team, and entire team of workers, who consistently put customers first and strive to deliver class-defining solutions every day. I look forward to Rod assuming the Chairman and CEO roles and will fully support his leadership to position BioLife for continued success.”

The Company also announced that Garrie Richardson, previously General Manager of BioLife’s biostorage business, has been named Chief Revenue Officer. Richardson founded SciSafe in 2010 and was its CEO until BioLife’s acquisition in 2020. de Greef stated, “I’m very pleased that Garrie is stepping into the role as Chief Revenue Officer. In the years I’ve worked with Garrie, he

3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | BioLifeSolutions.com

has consistently demonstrated strategic selling and leadership skills, and has strong customer relationships that have produced solid revenue growth for our biostorage platform since the acquisition.”

Q3 Preliminary Unaudited Revenue and Updated FY2023 Guidance

The Company is reporting preliminary, unaudited revenue for the third quarter of 2023 of approximately $33.3 million. This includes cell processing platform preliminary revenue of $13.3 million, which is in line with management’s guidance issued on August 8th. Preliminary revenue for Storage and Storage Services, and Freezers and Thaw Systems platforms was $6.6 million and $13.4 million, respectively. The Company now expects full year 2023 revenue at the low end of the previously announced guidance range of $144 million to $158 million, which assumes flat to modest sequential growth for its cell processing platform in the fourth quarter.

de Greef continued, “As we navigate this dynamic operating environment, we will continue to work closely with customers to manage inventory to normalized levels as quickly as possible. Our updated outlook reflects near-term trends in the business based on this macro backdrop and recent customer interactions. With a leading position in attractive and growing end markets, I am confident about the long-term trajectory of our cell processing and biostorage franchises”.

Total FY2023 and Freezers and Thaw Systems platform revenue may be impacted by the timing of the freezer product line divestitures. The preliminary revenue set forth above are unaudited and remain subject to ongoing review and adjustment. The Company will report complete results on its third quarter 2023 earnings call currently scheduled for November 9, 2023.

About BioLife Solutions

BioLife Solutions is a leading supplier of class-defining bioproduction tools and services for the cell and gene therapy and broader biopharma markets. Our tools portfolio includes our proprietary CryoStor® and HypoThermosol®biopreservation media for shipping and storage, the ThawSTAR® family of automated, water-free thawing products, evo® cold chain management system,  high capacity cryogenic storage freezers, Stirling Ultracold mechanical freezers, SciSafe biologic storage services, and Sexton Biotechnologies cell processing tools. For more information, please visit www.biolifesolutions.com, www.scisafe.com, www.stirlingultracold.com, or www.sextonbio.com and follow BioLife on Twitter.

Cautions Regarding Forward Looking Statements

Certain statements contained in this press release are not historical facts and may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "plans," "expects," "believes," "anticipates," "designed," and similar words are intended to identify forward-looking statements. Forward-looking statements are based on our current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. A description of certain of these risks, uncertainties and other matters can be found in filings we make with the U.S. Securities and Exchange Commission, all of which are available at www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in its expectations with regard to these forward-looking statements or the occurrence of unanticipated events.

Page 2

3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | BioLifeSolutions.com

Media & Investor Relations

At the Company

Troy Wichterman

Chief Financial Officer

(425) 402-1400

twichterman@biolifesolutions.com

Page 3

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Cover	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 19, 2023
Entity Registrant Name	BioLife Solutions, Inc
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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BLFS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000834365