BIOLIFE SOLUTIONS INC

--12-31 false 0000834365 0000834365 2026-10-06 2026-10-06 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 6, 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of exchange on which registered Common Stock, par value $0.001 per share BLFS The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Explanatory Note On October 6, 2026, the previously announced acquisition of BioLife Solutions, Inc., a Delaware corporation (“BioLife”), by Repligen Corporation, a Delaware corporation (“Repligen”), was completed, pursuant to the Agreement and Plan of Merger, dated as of July 21, 2026 (the “Merger Agreement”), by and among BioLife, 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 the Merger Agreement, on October 6, 2026, Merger Sub 1 merged with and into BioLife (the “First Merger”), with BioLife surviving the First Merger as a direct, wholly owned subsidiary of Repligen, and immediately following the First Merger, BioLife 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 Merger Agreement and the transactions contemplated thereby, including the Mergers, were previously described in the definitive proxy statement of BioLife, dated as of and filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2026 (as supplemented, the “Proxy Statement”) and the Registration Statement on Form S-4 of Repligen (Registration No. 333-298546), in the form in which it was declared effective by the SEC on September 4, 2026. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the “Explanatory Note” of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. At the effective time of the First Merger (the “First Merger Effective Time”), each share of BioLife’s common stock, par value $0.001 per share (“BioLife Common Stock”), issued and outstanding immediately prior to the First Merger Effective Time (other than (i) any shares that were held by BioLife in treasury or owned by Repligen, Merger Sub 1 or Merger Sub 2 (the “Excluded Shares”) and (ii) shares with respect to which appraisal rights were properly exercised and perfected, and were not withdrawn, in accordance with Delaware law (the “Dissenting Shares”)) (the “BioLife Shares”) 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 were issued in the Mergers, and stockholders of BioLife received 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, became fully vested and were 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 were subject solely to time-based vesting (“BioLife RSUs”) outstanding immediately prior to the First Merger Effective Time were accelerated, vested in full, and were 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 were subject to performance-based vesting (“BioLife PSUs”) outstanding immediately prior to the First Merger Effective Time were accelerated, vested in full, and were 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 of BioLife (“BioLife RSAs”) were accelerated, vested in full, and were 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 converted automatically into the right to receive the Merger Consideration as of the First Merger Effective Time. The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about BioLife or Repligen or to modify or supplement any factual disclosures about BioLife or Repligen in their public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of BioLife and Repligen made solely for the purposes of the Merger Agreement, which may be subject to important qualifications and limitations agr