BIOLIFE SOLUTIONS INC

false 0000834365 Nasdaq 0000834365 2026-05-07 2026-05-07 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): July 21, 2026 BioLife Solutions, Inc . (Exact name of registrant as specified in its charter) Delaware 001-36362 94-3076866 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3303 Monte Villa Parkway , Bothell , WA 98021 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 425 ) 402-1400 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: þ 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 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 1.01 Entry into a Material Definitive Agreement. Merger Agreement On July 21, 2026, BioLife Solutions, Inc., a Delaware corporation (“BioLife” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among, BioLife, Repligen Corporation, a Delaware corporation (“Repligen”), Bravo Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Repligen (“Merger Sub 1”) and Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen (“Merger Sub 2”), pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of BioLife’s common stock, par value $0.001 per share (“BioLife Common Stock”), for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will be merged with and into BioLife (the “First Merger”), with BioLife surviving the First Merger as a direct, wholly owned subsidiary of Repligen (the “Surviving Company”), and immediately following the First Merger, the Surviving Company will be merged with and into Merger Sub 2 (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Repligen. The board of directors of Repligen has approved the Merger Agreement and the transactions contemplated thereby, and the independent directors of BioLife have unanimously approved the Merger Agreement and the transactions contemplated thereby. Merger Consideration At the effective time of the First Merger (the “First Merger Effective Time”), each share of BioLife Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than the shares that are held by BioLife in treasury or owned by Repligen, Merger Sub 1 or Merger Sub 2 and shares with respect to which appraisal rights have been properly exercised and perfected, and have not been withdrawn, in accordance with Delaware law) shall be converted automatically into the right to receive (A) 0.1442 validly issued, fully paid and nonassessable shares of Repligen common stock (such shares of Repligen common stock, the “Stock Consideration”) and (B) $11.25 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). No fractional shares of Repligen common stock will be issued in the Mergers, and stockholders of BioLife will receive cash in lieu of any fractional shares as part of the Merger Consideration, as specified in the Merger Agreement. Immediately prior to the First Merger Effective Time: • options to acquire shares of BioLife Common Stock (“BioLife Options”) outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, shall become fully vested and be cancelled in exchange for a payment to the holder thereof in shares of BioLife Common Stock equal to (i) the number of shares of BioLife Common Stock subject to such BioLife Options minus (ii) a number of any shares of BioLife Common Stock equal in value to the aggregate exercise price thereof (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof); • awards of restricted stock units of BioLife that are subject solely to time-based vesting (“BioLife RSUs”) outstanding immediately prior to the First Merger Effective Time shall accelerate vesting in full and be settled and paid to the holder thereof in shares of BioLife Common Stock (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof); • awards of restricted stock units of BioLife that are subject to performance-based vesting (“BioLife PSUs”) outstanding immediately prior to the First Merger Effective Time shall accelerate vesting in full and be settled and paid to the holder thereof in shares of BioLife Common Stock (assuming the greater of target or actual (measured as of the latest practicable date prior to the First Merger Effective Time) achievement of the applicable performance goals and net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof); and • awards of outstanding unvested restricted stock (“BioLife RSAs”) shall accelerate vesting in full and be released to the holder thereof in shares of BioLife Common Stock (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof). All shares of BioLife Common Stock issuable pursuant to the BioLife Options, BioLife RSUs, BioLife PSUs and BioLife RSAs as provided above shall be converted automatically into the right to receive the Merger Consideration as of the First Merger Effective Time. Conditions to the Mergers The consummation of the Mergers is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of BioLife Common Stock entitled to vote thereon (the “BioLife Stockholder Approval”) at a duly held meeting of the stockholders of BioLife (the “BioLife Stockholders’ Meeting”); (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Mergers (the “Restraint Condition”); (iii) the shares of Repligen common stock to be issued in the First Merger being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of consents required under antitrust laws of specified jurisdictions (the “Antitrust Condit