BioLife Solutions Completes Asset Acquisition

Ticker: BLFS · Form: 8-K · Filed: Nov 20, 2024 · CIK: 834365

Biolife Solutions Inc 8-K Filing Summary
FieldDetail
CompanyBiolife Solutions Inc (BLFS)
Form Type8-K
Filed DateNov 20, 2024
Risk Levelmedium
Pages3
Reading Time4 min
Key Dollar Amounts$0.001, $6.1 million, $2.0 million, $1.5 million
Sentimentneutral

Sentiment: neutral

Topics: acquisition, definitive-agreement, financials

TL;DR

BioLife Solutions just bought some assets, filing shows. Big moves ahead?

AI Summary

BioLife Solutions, Inc. announced on November 14, 2024, the completion of its acquisition of certain assets from a third party. The filing also details an entry into a material definitive agreement related to this transaction. Financial statements and exhibits pertaining to the acquisition are included.

Why It Matters

This acquisition signifies BioLife Solutions' strategic expansion and integration of new assets, which could impact its market position and future revenue streams.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential for overpayment, and challenges in realizing expected synergies.

Key Players & Entities

  • BioLife Solutions, Inc. (company) — Registrant
  • November 14, 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 does not specify the exact nature or details of these assets.

What is the name of the third party from whom BioLife Solutions acquired assets?

The filing does not disclose the name of the third party involved in the asset acquisition.

What is the financial impact or value of the acquired assets?

The filing does not provide specific dollar amounts or financial valuations for the acquired assets.

When was the material definitive agreement entered into?

The filing states the date of the earliest event reported is November 14, 2024, which likely pertains to the agreement and completion.

Are the financial statements included in this filing related to the acquired assets?

Yes, the filing explicitly lists 'Financial Statements and Exhibits' as an item information, which would typically include information relevant to the acquisition.

Filing Stats: 1,028 words · 4 min read · ~3 pages · Grade level 13.3 · Accepted 2024-11-20 16:39:20

Key Financial Figures

  • $0.001 — ich registered Common Stock, par value $0.001 per share BLFS The NASDAQ Stock Market
  • $6.1 million — gregate purchase price of approximately $6.1 million (subject to adjustment as set forth in
  • $2.0 million — Transaction, the Company also incurred $2.0 million in compensation expenses associated wit
  • $1.5 million — any was required to repay approximately $1.5 million of outstanding indebtedness of CBS. I

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement for CBS Divestiture On November 14, 2024, BioLife Solutions, Inc., a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement (the "Purchase Agreement"), by and among the Company, Standex International Corporation, a Delaware corporation ("Buyer"), and Arctic Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (doing business as Custom Biogenic Systems, or "CBS"), for the sale by the Company of all of the issued and outstanding shares of common stock (the "Shares") of CBS to Buyer for an aggregate purchase price of approximately $6.1 million (subject to adjustment as set forth in the Purchase Agreement) (the "Transaction"). Following the execution of the Purchase Agreement, the Transaction was consummated on November 14, 2024 (the "Closing Date"). The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including customary covenants that prevent the Company from competing with CBS, soliciting its employees or interfering with its business relationships for two years after the Closing Date. In connection with the closing of the Transaction, the Company also incurred $2.0 million in compensation expenses associated with the acceleration of unvested shares for all former employees of the Company that remained with CBS upon the closing of the Transaction. The Company was required to repay approximately $1.5 million of outstanding indebtedness of CBS. In addition, upon the closing of the Transaction, the Company and CBS entered into a transition services agreement, pursuant to which the Company will provide certain transition services to CBS following the Closing Date. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.

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 November 14, 2024, by and between BioLife Solutions, Inc. and Standex International Corporation. 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. 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: November 20, 2024 By: /s/ Troy Wichterman Name: Troy Wichterman Title: Chief Financial Officer

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