BioLife Solutions Files 8-K on Exit Activities

TL;DR

BioLife Solutions filed an 8-K detailing exit/disposal activities. Details TBD.

AI Summary

BioLife Solutions, Inc. filed an 8-K on April 17, 2024, reporting on cost-associated exit or disposal activities, other events, and financial statements and exhibits. The filing does not specify dollar amounts or specific dates for these activities beyond the report date.

Why It Matters

This filing indicates BioLife Solutions is undergoing restructuring or divesting certain assets, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions exit or disposal activities, which can introduce uncertainty and potential financial impacts that require further investigation.

Key Players & Entities

• BioLife Solutions, Inc. (company) — Registrant
• April 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Bothell, WA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share BLFS The NASDAQ Stock Market
• $1.00 — uyer for an aggregate purchase price of $1.00. In connection with the Company's entry
• $2.5 million — pany expects to recognize approximately $2.5 million of charges in connection with the RIF,
• $2.0 million — ith the RIF, comprised of approximately $2.0 million of stock compensation expense and appro
• $0.5 million — compensation expense and approximately $0.5 million in cash expenditures, substantially all

Filing Documents

• blfs-20240417.htm (8-K) — 31KB
• gcitransactionpressrelease.htm (EX-99.1) — 12KB
• image.jpg (GRAPHIC) — 77KB
• 0001628280-24-016671.txt ( ) — 273KB
• blfs-20240417.xsd (EX-101.SCH) — 2KB
• blfs-20240417_lab.xml (EX-101.LAB) — 21KB
• blfs-20240417_pre.xml (EX-101.PRE) — 12KB
• blfs-20240417_htm.xml (XML) — 3KB

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. On April 17, 2024, BioLife Solutions, Inc., a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement, dated April 17, 2024 (the "Purchase Agreement"), by and between the Company and GCI Holdings Company, LLC, an Ohio limited liability company ("Buyer"), for the sale of all of the issued and outstanding shares of capital stock of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Global Cooling"), to Buyer for an aggregate purchase price of $1.00. In connection with the Company's entry into the Purchase Agreement, the Company implemented a reduction in force (the "RIF") related to the business of Global Cooling, which will reduce the Company's workforce by approximately 47 employees (representing approximately 11% of its full-time employees). The Company's Board of Directors approved the RIF on March 29, 2024, and all affected employees were informed on April 17, 2024, following the execution of the Purchase Agreement. The Company expects to recognize approximately $2.5 million of charges in connection with the RIF, comprised of approximately $2.0 million of stock compensation expense and approximately $0.5 million in cash expenditures, substantially all of which are expected to be related to employee severance costs. The Company expects to recognize most of these expenditures in the second quarter of 2024. The Company's estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the RIF.

01 Other Events

Item 8.01 Other Events. On April 18, 2024, the Company issued a press release announcing its entry into the Purchase Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of BioLife Solutions, Inc. dated April 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (this "Form 8-K") contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "could," "should," "will," "may," "intends," "plans," "estimates," "expects," "believes," "anticipates," "designed," and similar words are intended to identify forward-looking statements. Such forward-looking statements in this Form 8-K include, but are not limited to, statements about the transaction contemplated by the Purchase Agreement and the anticipated financial results of the RIF. 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, including those risks discussed under the heading "Risk Factors" in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024 and in the Company's other filings made with the SEC, 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 the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date of this Form 8-K or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caus

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View this 8-K filing on SEC EDGAR