BioLife Solutions Completes Asset Acquisition

Ticker: BLFS · Form: 8-K · Filed: Apr 23, 2024 · CIK: 834365

Biolife Solutions Inc 8-K Filing Summary
FieldDetail
CompanyBiolife Solutions Inc (BLFS)
Form Type8-K
Filed DateApr 23, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$0.001, $1.00, $7.0 million, $4.9 million, $2.6 million
Sentimentneutral

Sentiment: neutral

Topics: acquisition, material-definitive-agreement

TL;DR

BioLife Solutions just bought some assets, filing shows.

AI Summary

BioLife Solutions, Inc. announced on April 17, 2024, the completion of its acquisition of certain assets from a third party. The company also entered into a material definitive agreement related to this transaction. Financial statements and exhibits pertaining to this event are included in the filing.

Why It Matters

This acquisition could expand BioLife Solutions' product offerings or market reach, potentially impacting its future revenue and competitive position.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and market reception.

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

What specific assets were acquired by BioLife Solutions?

The filing indicates the completion of an acquisition of certain assets, but the specific details of the assets are not provided in this summary.

Who was the third party from whom BioLife Solutions acquired assets?

The filing mentions the acquisition of assets from a third party, but the identity of that party is not disclosed in the provided text.

What is the nature of the material definitive agreement entered into?

The filing states that a material definitive agreement was entered into in connection with the asset acquisition, but its specific terms are not detailed here.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on April 17, 2024.

What are the primary business activities of BioLife Solutions, Inc.?

BioLife Solutions, Inc. is classified under 'ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS' with SIC code 3845.

Filing Stats: 1,534 words · 6 min read · ~5 pages · Grade level 13.4 · Accepted 2024-04-23 17:27:43

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 (the "Transaction"). Following the exec
  • $7.0 million — on, Global Cooling was required to have $7.0 million in cash on its balance sheet, of which,
  • $4.9 million — in cash on its balance sheet, of which, $4.9 million was funded by the Company, and the Comp
  • $2.6 million — any was required to repay approximately $2.6 million of outstanding indebtedness of Global C
  • $500,000 — ndable termination fee in the amount of $500,000 payable by Borrower to Bank in the even

Filing Documents

01 Completion of Acquisition or Disposition of Assets

Item 1.01 Completion of Acquisition or Disposition of Assets. Stock Purchase Agreement for Global Cooling Divestiture 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 that is wholly owned by an employee of Global Cooling (as defined below) ("Buyer"), for the sale of all of the issued and outstanding shares of common stock (the "Shares") 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 (the "Transaction"). Following the execution of the Purchase Agreement, the Transaction was consummated on April 17, 2024 (the "Closing Date"). The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including, among others, covenants that (i) as previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 18, 2024, upon entry into the Purchase Agreement, the Company was obligated to implement a reduction in force related to the business of Global Cooling, which was completed as of April 18, 2024; and (ii) the Company agreed to use commercially reasonable efforts to purchase, within six months of the Closing Date, all of the outstanding equity interests in Global Cooling, B.V., a Dutch entity, not owned by Global Cooling as of the Closing Date. At the closing of the Transaction, Global Cooling was required to have $7.0 million in cash on its balance sheet, of which, $4.9 million was funded by the Company, and the Company was required to repay approximately $2.6 million of outstanding indebtedness of Global Cooling and assume certain other liabilities of Global Cooling. Global Cooling retained liability for all unknown pro

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement and Transaction is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information. The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Transaction and related notes thereto are attached as Exhibit 99.1 and incorporated herein by reference. (d) Exhibits Exhibit No. Description 2.1* Stock Purchase Agreement, dated April 17, 2024, by and between BioLife Solutions, Inc. and GCI Holdings Company, LLC 10.1 # Consent and Second Amendment to Loan and Security Agreement, dated April 17, 2024, by and among Silicon Valley Bank, BioLife Solutions, Inc., SAVSU Technologies, Inc., Arctic Solutions, Inc., SciSafe Holdings, Inc., Global Cooling, Inc., and Sexton Biotechnologies, Inc. 99.1 Unaudited Pro Forma Condensed Consolidated Financial Information of BioLife Solutions, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. # Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. 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: April 23, 2024 By: /s/ Troy Wichterman Name: Troy Wichterman Title: Chief Financial Officer

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