BIOLIFE SOLUTIONS INC

DEFM14A 1 d112843ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under Rule 14a-12 BIOLIFE SOLUTIONS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT Dear BioLife Solutions, Inc. Stockholder: 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 I”) and Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen (“Merger Sub II”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub I 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 II (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a direct, wholly owned subsidiary of Repligen. If the Mergers are completed, each share of BioLife’s common stock, par value $0.001 per share (“BioLife Common Stock”), issued and outstanding immediately prior to the time at which the First Merger becomes effective upon filing of the certificate of merger with respect to the First Merger (other than the shares of BioLife Common Stock that are held by BioLife in treasury or owned by Repligen, Merger Sub I or Merger Sub II, and shares of BioLife Common Stock 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 common stock, par value $0.01 per share, of Repligen (“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. At the special meeting of BioLife’s stockholders to be held virtually on October 5, 2026 (the “BioLife Special Meeting”), BioLife’s stockholders will be asked to vote on (i) a proposal to adopt the Merger Agreement (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain named executive officers of BioLife in connection with the Mergers (the “Compensation Proposal”), and (iii) a proposal to approve the adjournment from time to time of the BioLife Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”). Only holders of record of BioLife Common Stock on September 3, 2026 (including shares of BioLife Common Stock held through a bank, broker or other nominee that is a stockholder of record of BioLife) are entitled to attend and vote at the BioLife Special Meeting, or any adjournment or postponement thereof. Your vote is very important, regardless of the number of shares of BioLife Common Stock you own. BioLife cannot complete the Mergers unless the BioLife stockholders approve the Merger Proposal. Whether or not you expect to attend the BioLife Special Meeting, please vote your shares of BioLife Common Stock as promptly as possible by (1) accessing the internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card, or (3) signing and returning all proxy cards that you receive in the postage-paid envelope provided, so that your shares of BioLife Common Stock may be represented and voted at the BioLife Special Meeting. If your shares of BioLife Common Stock are held in “street name” by a bank, broker or other nominee, please follow the instructions on the voting instruction form provided by the record holder. If you are a BioLife stockholder, please note that a failure to vote your shares of BioLife Common Stock may result in a failure to establish a quorum for the BioLife Special Meeting. Table of Contents BioLife’s board of directors (the “BioLife Board”), with Mr. Tony Hunt recused and not participating in the deliberations or vote for the reasons described in the section of this proxy statement/prospectus entitled “ The Mergers — Recommendation of the BioLife Board of Directors; BioLife’s Reasons for the Merger ,” beginning on page 59, has unanimously among the remaining directors participating in the meeting (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, BioLife and the holders of BioLife Common Stock, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (iii) directed that the Merger Agreement be submitted to the holders of BioLife Common Stock for their adoption and approval, and (iv) resolved to recommend that the holders of BioLife Common Stock adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Mergers. The BioLife Board, with Mr. Tony Hunt recused, unanimously among the remaining directors recommends, on behalf of BioLife, that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal. The obligations of BioLife and Repligen to complete the Mergers are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. More detailed information about BioLife, Repligen, the Merger Agreement and the Mergers is contained in this proxy statement/prospectus. BioLife and Repligen encourage you to read this entire proxy statement/prospectus carefully, including the section titled “ Risk Factors ” beginning on page 26 of this proxy statement/prospectus. Thank you for your continued support of and interest in BioLife Solutions, Inc. Sincerely, /s/ Roderick de Greef Roderick de Greef Chief Executive Officer and Chairman of the Board Bothell, Washington September 4, 2026 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Mergers or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense. The date of this proxy statement/prospectus is September 4, 2026, and it is first being mailed or otherwise delivered to BioLife’s stockholders on or about September 4, 2026. Table of Contents BioLife Solutions, Inc. 3303 Monte Villa Parkway, Suite 310 Bothell, Washington 9802