BioLife Solutions (NASDAQ: BLFS) plans cash-stock merger with Repligen
Rhea-AI Filing Summary
BioLife Solutions, Inc. reported solid growth for the quarter ended June 30, 2026. Revenue was $28.5 million versus $23.4 million a year earlier, generating gross profit of $18.3 million. Operating income was $1.7 million, compared with an operating loss in the prior-year period that included a large IPR&D expense.
Net income from continuing operations was $45.1 million for the quarter, driven largely by a $42.3 million income tax benefit from releasing part of the valuation allowance on deferred tax assets. This lifted shareholders’ equity to $420.0 million and reduced the accumulated deficit.
Liquidity remained strong, with $113.1 million in cash, cash equivalents and available-for-sale securities and the company’s $5.0 million term loan fully repaid by June 1, 2026. SAVSU’s cold-chain business is classified as discontinued operations after its 2025 sale, which generated a $10.3 million gain. Subsequent to quarter-end, BioLife agreed to a cash-and-stock merger with Repligen, under which each share will receive $11.25 in cash and 0.1442 Repligen shares, with closing expected in the fourth quarter of 2026.
Positive
- $45.1 million quarterly net income from continuing operations, aided by a $42.3 million tax benefit from releasing a valuation allowance on deferred tax assets.
- Completion of term loan payoff, eliminating $5.0 million of debt and leaving the company debt-free as of June 30, 2026.
Negative
- None.
Filing Explained
The merger remains conditional, with a possible $59.0 million termination fee and up to $7.2 million in separate PanTHERA earnout obligations.
This Form 10-Q, an unaudited quarterly report, adds that the Repligen merger is agreed but not completed: it still requires stockholder approval, antitrust and other regulatory steps, an effective Form S-4, and other closing conditions.
If those conditions are satisfied, BioLife would become Repligen’s wholly owned subsidiary and cease to be publicly traded; the agreement may be terminated if the mergers are not completed by
In specified termination scenarios, BioLife may owe Repligen a
The filing also reports
Key Figures
Q2 2026 Revenue: $28,466,000
Q2 2026 Net Income from Continuing Operations: $45,104,000
Income Tax Benefit: $42,351,000
+5 more
8 metrics
Q2 2026 Revenue
$28,466,000
Revenue for the three months ended June 30, 2026
Q2 2026 Net Income from Continuing Operations
$45,104,000
Net income from continuing operations for the quarter ended June 30, 2026
Income Tax Benefit
$42,351,000
Income tax benefit for the three months ended June 30, 2026, largely from valuation allowance release
Cash, Cash Equivalents and AFS Securities
$113,100,000
Combined balance of cash, cash equivalents and available-for-sale securities as of June 30, 2026
Deferred Tax Assets, Net
$42,233,000
Deferred tax assets, net, recorded on the June 30, 2026 balance sheet
Term Loan Repaid
$5,000,000
Remaining principal on term loan paid in full at its June 1, 2026 maturity
Gain on SAVSU Disposal
$10,324,000
Net gain recognized on the 2025 sale of SAVSU
Repligen Merger Consideration per Share
$11.25 cash + 0.1442 Repligen shares
Cash-and-stock consideration agreed for each share of BioLife common stock
Key Terms
in-process research and development, valuation allowance, Total Shareholder Return, available-for-sale securities, +2 more
6 terms
in-process research and development financial
"It was therefore considered in-process research and development ("IPR&D") as of the date of acquisition"
Unfinished research and development work—such as drug candidates, prototypes, or process designs—that a company is actively developing but has not yet completed or commercialized. Investors care because it represents potential future products or technologies (like a half-built prototype) whose value is uncertain; it affects how acquisitions are priced, how future profits and costs are forecast, and can be written down if the project fails.
valuation allowance financial
"the Company concluded it is more likely than not that certain U.S. federal and state deferred tax assets are realizable and in turn released $42.4 million of its valuation allowance"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
available-for-sale securities financial
"The Company’s portfolio of available-for-sale marketable securities consists of the following"
Available-for-sale securities are investments in stocks, bonds or similar instruments that a company does not intend to trade frequently but may sell before they mature. They matter to investors because changes in the market value of these holdings show up as paper gains or losses on the company's balance sheet rather than immediately in profit, so they can affect reported net worth and the timing of income without changing day-to-day earnings. Think of them like items on a household shelf you might sell later: their value moves with the market even if you haven’t cashed out.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
asset acquisition financial
"the Company accounted for this transaction as an asset acquisition"
An asset acquisition is when a company buys specific pieces of another business—such as equipment, buildings, patents, customer lists, or inventory—rather than buying the other company’s stock. For investors, it matters because this lets a buyer add value or cut costs without taking on unwanted liabilities, similar to shopping for and installing only the useful appliances in a house instead of buying the whole property; the move can change future revenue, costs and risk.
Earnings Snapshot
Revenue (Q2 2026): $28,466,000
Quarter and six months ended June 30, 2026
Revenue (Q2 2026)
$28,466,000
Net income from continuing operations (Q2 2026)
$45,104,000
Net cash provided by operating activities (6M 2026)
$5,857,000
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did BioLife Solutions (BLFS) perform financially in Q2 2026?
BioLife reported Q2 2026 revenue of $28.5 million and net income from continuing operations of $45.1 million. Operating income was $1.7 million, a turnaround from a prior-year operating loss that included substantial in-process R&D expense.
What drove the large income tax benefit for BioLife Solutions (BLFS) in 2026?
The company recorded a $42.3 million income tax benefit, mainly from releasing a $42.4 million valuation allowance on U.S. federal and state deferred tax assets. Management concluded it is more likely than not that certain deferred tax assets are realizable based on profitability and expected earnings.
What is BioLife Solutions’ (BLFS) liquidity and debt position as of June 30, 2026?
BioLife held $113.1 million in cash, cash equivalents and available-for-sale securities at June 30, 2026. The company fully repaid its $5.0 million term loan, leaving no outstanding debt, and believes existing liquid resources will cover at least the next 12 months’ liquidity needs.
How did discontinued operations impact BioLife Solutions (BLFS), particularly the SAVSU divestiture?
The 2025 sale of SAVSU generated a $10.3 million gain on disposal from $23.9 million of proceeds less SAVSU’s carrying value. SAVSU’s results are now reported as discontinued operations, and the business had no remaining balances at June 30, 2026.
What was the PanTHERA transaction and its accounting impact on BioLife Solutions (BLFS)?
In April 2025, BioLife acquired the remaining 90% of PanTHERA, whose IRI GEN 2 cryopreservation technology was valued at $15.5 million as in-process R&D. The transaction was treated as an asset acquisition, and the IPR&D was expensed immediately as it lacked alternative future use.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________________
FORM 10-Q
For the quarterly period ended June 30, 2026
ACT OF 1934
For the transition period from to
Commission File Number 001-36362
____________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
(Address of registrant’s principal executive offices, Zip Code)
(425 ) 402-1400
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||||||
The | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit said files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of July 30, 2026, 48,906,704 shares of the registrant’s common stock were outstanding.
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BIOLIFE SOLUTIONS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | 3 | |||||||
Item 1. | Unaudited Condensed Consolidated Financial Statements | 3 | ||||||
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | 4 | |||||||
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 | 5 | |||||||
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025 | 6 | |||||||
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025 | 7 | |||||||
Unaudited Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2026 and 2025 | 9 | |||||||
Notes to Unaudited Condensed Consolidated Financial Statements | 11 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 40 | ||||||
Item 4. | Controls and Procedures | 40 | ||||||
PART II. OTHER INFORMATION | 42 | |||||||
Item 1. | Legal Proceedings | 42 | ||||||
Item 1A. | Risk Factors | 42 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 | ||||||
Item 3. | Defaults Upon Senior Securities | 42 | ||||||
Item 4. | Mine Safety Disclosures | 42 | ||||||
Item 5. | Other Information | 42 | ||||||
Item 6. | Exhibits | 43 | ||||||
Signatures | 44 | |||||||
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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BioLife Solutions, Inc.
Unaudited Condensed Consolidated Balance Sheets
| June 30, | December 31, | ||||||||||
| (In thousands, except per share and share data) | 2026 | 2025 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Available-for-sale securities, current portion | |||||||||||
Accounts receivable, trade, net of allowance for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Other assets | |||||||||||
| Available-for-sale securities, long-term | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets, net | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Sales taxes payable | |||||||||||
| Lease liabilities, operating, current portion | |||||||||||
| Debt, current portion | |||||||||||
| Total current liabilities | |||||||||||
| Lease liabilities, operating, long-term | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Shareholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive (loss) income, net of tax | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
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BioLife Solutions, Inc.
Unaudited Condensed Consolidated Statements of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands, except per share and share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| IPR&D expense | |||||||||||||||||||||||
| Intangible asset amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Other income: | |||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total other income, net | |||||||||||||||||||||||
| Income (loss) before income tax (benefit) expense | ( | ( | |||||||||||||||||||||
| Income tax (benefit) expense | ( | ( | |||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | |||||||||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||
| Loss from discontinued operations before income tax benefit | ( | ( | |||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Loss from discontinued operations | ( | ( | |||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share - Basic: | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share - Diluted: | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average shares used to compute income (loss) per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
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BioLife Solutions, Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Unrealized (loss) gain on available-for-sale securities, net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
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BioLife Solutions, Inc.
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share data) | Series A Preferred Stock Shares | Series A Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock issued – on vested shares | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of shares | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale securities | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share data) | Series A Preferred Stock Shares | Series A Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock issued – on vested shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Common stock shares issued for PanTHERA transaction | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale securities | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
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BioLife Solutions, Inc.
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share data) | Series A Preferred Stock Shares | Series A Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock issued – on vested shares | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vesting of shares | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale securities | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share data) | Series A Preferred Stock Shares | Series A Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock issued – on vested shares | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common stock shares issued for PanTHERA transaction | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale securities | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
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BioLife Solutions, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
| Six Months Ended June 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Stock-based compensation | |||||||||||
| Non-cash lease expense | |||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Accretion of available-for-sale investments | ( | ( | |||||||||
| Gain on disposal of assets held for rent, net | |||||||||||
| IPR&D expense | |||||||||||
| Change in operating assets and liabilities | |||||||||||
| Accounts receivable, trade, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other current liabilities | ( | ( | |||||||||
| Sales taxes payable | ( | ( | |||||||||
| Other | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of available-for-sale securities | ( | ( | |||||||||
| Proceeds from sale of available-for-sale securities | |||||||||||
| Maturities of available-for-sale securities | |||||||||||
| Purchases of assets held for rent | ( | ||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Investment in IPR&D | ( | ||||||||||
| Purchase of intangible assets | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from exercises of common stock options | |||||||||||
| Payments on term loans | ( | ( | |||||||||
| Payment of tax withholding on vesting of shares | ( | ||||||||||
| Payments on financed insurance premium | ( | ||||||||||
| Other | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents – beginning of period | |||||||||||
| Cash and cash equivalents – end of period | $ | $ | |||||||||
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| Non-cash investing and financing activities | |||||||||||
| Purchase of property and equipment not yet paid | $ | $ | |||||||||
| Assets acquired under operating leases | $ | $ | |||||||||
| Unrealized gains (losses) on available-for-sale securities | $ | ( | $ | ||||||||
| Non-cash acquisition of PanTHERA | $ | $ | |||||||||
| Cash interest paid | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
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BioLife Solutions, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization and significant accounting policies
Business
BioLife Solutions, Inc. (“BioLife”, “us”, “we”, “our”, or the “Company”) is a life sciences company that develops, manufactures, and markets bioproduction products and services which are designed to improve quality and de-risk biologic manufacturing, distribution, and transportation in the cell and gene therapy ("CGT") industry. Our products are used in basic and applied research and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, and distribution. Our products include proprietary biopreservation media, human platelet lysate media (“hPL”), cryogenic vials, automated cell-processing fill machines, and automated thawing devices. Our CryoStor® freeze media and HypoThermosol® hypothermic storage media are optimized to preserve cells in the regenerative medicine market. These novel biopreservation media products are serum-free and protein-free, fully defined, and formulated to reduce preservation-induced cell damage and death. Our Sexton cell processing product line includes hPL for cell expansion, reducing risk and improving downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal® cryogenic vials that are purpose-built rigid containers used in CGT that can be filled manually or with high throughput systems, CryoCase™ cryo-compatible transparent rigid containers designed for closed-system fill and retrieval, and automated cell processing machines that bring multiple processes traditionally performed by manual techniques under a higher level of control to protect therapies from loss or contamination. Our ThawSTAR® product line is composed of a family of automated thawing devices for frozen cell and gene therapies packaged in cryovials and cryobags. These products help administer temperature-sensitive biologic therapies to patients by standardizing the thawing process and reducing the risks of contamination and overheating, which are inherent with the use of traditional water baths.
On July 21, 2026, 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 1”) and Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen (“Merger Sub 2”), pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of BioLife’s common stock, par value $0.001 per share (“Common Stock”), for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. Pursuant to the Merger Agreement, following consummation of the Merger, we will be a wholly-owned subsidiary of Repligen. As a result of the Merger, we will cease to be a publicly traded company. For additional information on the Merger Agreement, see Note 18: Subsequent events.
On October 6, 2025, the Company entered into a Limited Liability Company Membership Interest Purchase Agreement (the “SAVSU Purchase Agreement”), by and between the Company and Peli BioThermal LLC, a Delaware limited liability company (“SAVSU Buyer”), for the sale by the Company of all of the issued and outstanding limited liability company membership interests (the “SAVSU Interests”) of SAVSU Cleo Technologies, LLC, a Delaware limited liability company ("SAVSU"), to SAVSU Buyer (the “SAVSU Divestiture”). SAVSU contained the Company's evo cloud connected “smart” shipping container products that provided passive storage and transport for temperature-sensitive biologics and pharmaceuticals. Upon the execution of the SAVSU Purchase Agreement, the SAVSU business is presented in the accompanying Unaudited Condensed Consolidated Financial Statements as a discontinued operation for all periods presented.
On April 4, 2025, pursuant to a Stock Purchase Agreement (the “PanTHERA Purchase Agreement”), by and among the Company, Casdin Partners Master Fund L.P. and each other person listed on Schedule A thereto (the “PanTHERA Sellers”), 2699979 Alberta LTD., an Alberta corporation and a wholly owned subsidiary of the Company (“PanTHERA Buyer Sub”), PanTHERA CryoSolutions Inc., an Alberta corporation (“PanTHERA”) and Dr. Jason Acker, solely in his capacity as Sellers’ Representative, the Company acquired the remaining 90 % of the issued and outstanding shares of common stock of PanTHERA not owned by the Company from the PanTHERA Sellers (the “PanTHERA Transaction”). PanTHERA contains a patented Ice Recrystallization Inhibitor (“IRI”) GEN 2 cryopreservation technology that we expect to ultimately enhance the Company’s core capabilities in biopreservation and within the CGT market upon achievement of commercial viability. For additional information on the acquisition of PanTHERA, see Note 2: Acquisition.
The Company is presenting SAVSU within this Quarterly Report on Form 10-Q (this “Form 10-Q”) as a discontinued operation for all applicable periods presented within the Unaudited Condensed Consolidated Balance Sheets and Unaudited
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Condensed Consolidated Statements of Operations. The Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), Unaudited Condensed Consolidated Statements of Shareholders' Equity, and Unaudited Condensed Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages, and disclosures for all periods presented in this Form 10-Q reflect only the continuing operations of the Company unless otherwise noted. See Note 3: Discontinued operations within this Form 10-Q for further details regarding the divestitures described above.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates and assumptions by management affect the Company’s valuation of market-based stock awards, fair value of marketable debt securities, remeasurement of fair value of financial instruments utilizing the fair value option, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, net realizable value of inventory, and provision for income taxes.
The Company regularly assesses these estimates; however, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances.
Basis of presentation and consolidation
The Unaudited Condensed Consolidated Financial Statements and related footnote disclosures as of and for the three and six months ended June 30, 2026 are unaudited, and are not necessarily indicative of the Company’s operating results for a full year. The Unaudited Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial results for the three and six months ended June 30, 2026 in accordance with U.S. GAAP, however, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the U.S. Securities and Exchange Commission (the “SEC”) rules and regulations relating to interim financial statements. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended by the Annual Report on Form 10-K/A filed with the SEC on April 28, 2026 (the “Annual Report”).
The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, Sexton Biotechnologies, Inc. (“Sexton”) and PanTHERA. All intercompany accounts and transactions have been eliminated in consolidation.
The Company is presenting SAVSU as a discontinued operation for all periods presented within the Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Operations. The Unaudited Condensed Consolidated Statements of Comprehensive Loss, Unaudited Condensed Consolidated Statements of Shareholders' Equity, and Unaudited Condensed Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages, and disclosures for all periods presented reflect only the continuing operations of the Company unless otherwise noted. See Note 3: Discontinued operations for additional details about the divestitures.
Foreign currency exchange
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Segment reporting
The Company views its operations and makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. The Company’s Chief Executive Officer, who is the chief operating decision maker ("CODM"), reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. For additional information on the Company's segment considerations, see Note 16: Segment, customer, and geographic information.
Significant accounting policies
The following describes updates to the Company’s accounting policies in relation to a change in method of inventory valuation during the three months ended March 31, 2026. For a full discussion of significant accounting policies, refer to the Notes to the Consolidated Financial Statements described in Part II, Item 8 of our Annual Report.
Change in inventory valuation method
At December 31, 2025, the Company valued biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. For thaw inventory, the Company utilized cost or, if lower, net realizable value, using the average costing method. All other inventory was valued using cost or, if lower, net realizable value, using the first-in, first-out method. As of March 31, 2026 and subsequent periods, all inventories are valued at cost or, if lower, net realizable value, using the weighted average costing method. The Company believes this change is preferable as it provides a consistent, uniform costing method for all inventories across the Company and improves comparability with peers. These changes did not have a material effect on inventories, cost of revenue, or net income for all periods presented; therefore, prior comparative financial statements have not been restated.
Liquidity and capital resources
On June 30, 2026 and December 31, 2025, the Company had $113.1 million and $120.2 million in cash, cash equivalents, and available-for-sale securities, respectively. Based on the Company’s current expectations with respect to its future revenue and expenses, the Company believes that its current level of cash, cash equivalents, and other liquid assets will be sufficient to meet its liquidity needs for at least the next twelve months from the date of the filing of this Form 10-Q.
Risks and uncertainties
The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates represent management's judgment about the outcome of future events. The global business environment continues to be impacted by cost pressure, volatility in global trade policies through significant increases in tariffs, the overall effects of economic uncertainty on customers' purchasing patterns, high interest rates, and other factors. It is not possible to accurately predict the future impact of such events and circumstances. Actual results could differ from our estimates.
For additional information, see caption “Risk Factors” identified in Part I, Item 1A of our Annual Report and in Part II, Item 1A of this Form 10-Q.
Recent accounting pronouncements
Recently issued accounting pronouncements not yet adopted
On May 19, 2026, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2026-02, Environmental Credits and Environmental Credit Obligations ("ASU 2026-02"). ASU 2026-02 establishes authoritative guidance regarding recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase or receive environmental credits or that have a regulatory compliance obligation that may be settled with environmental credits. The amendments of ASU 2026-02 should be applied retrospectively and are effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. The Company does not expect the application of this standard will have a material impact on its Consolidated Financial Statements and related disclosures.
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On April 23, 2026, FASB issued ASU No. 2026-01, Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock ("ASU 2026-01"). This guidance requires entities to initially measure paid-in-kind ("PIK") dividends on equity-classified preferred stock based on the dividend rate specified in the related agreement applied to the instrument’s liquidation preference. The amendments are intended to improve comparability by reducing diversity in practice related to the measurement of such dividends and do not affect the timing of recognition. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating ASU 2026-01 guidance and does not currently expect it to have a material impact on its Consolidated Financial Statements and related disclosures.
2. Acquisition
In November 2020, the Company invested approximately $1.0 million in Class E Preferred Shares in PanTHERA, representing approximately 10 % ownership interest in the company. In conjunction with this investment, the Company executed a development and license agreement with PanTHERA (the “PanTHERA Development and License Agreement”) under which the Company made milestone development payments in exchange for exclusive, perpetual, and worldwide marketing and distribution rights to the technology for use in CGT applications.
On April 4, 2025, the Company acquired the remaining 90 % of the outstanding shares of capital stock of PanTHERA from the PanTHERA Sellers. Through the PanTHERA Transaction, the Company obtained ownership of PanTHERA’s patented IRI GEN 2 cryopreservation technology, a technology that is expected to ultimately enhance the Company's core capabilities in biopreservation and within the CGT market upon achievement of commercial viability. This technology was valued to represent approximately 95 % of the gross assets acquired in the PanTHERA Transaction. In accordance with ASC 805-50, due to the fair value of the technology representing substantially all of the gross assets acquired, the Company accounted for this transaction as an asset acquisition.
The IRI GEN 2 cryopreservation technology was under development as of the date of acquisition. It was therefore considered in-process research and development ("IPR&D") as of the date of acquisition and valued at $15.5 million. The Company analyzed the quantitative and qualitative factors relevant to the acquisition of the IPR&D IRI GEN 2 cryopreservation technology and determined that the asset should be immediately expensed in accordance with ASC 730-10 due to the technology not meeting alternative future use criteria. The expense was reported within the IPR&D expense line in the Unaudited Condensed Consolidated Statements of Operations.
Pursuant to the PanTHERA Purchase Agreement, the PanTHERA Sellers are eligible to receive up to $7.2 million in cash or equivalent shares of the Company's common stock (as elected by the PanTHERA Sellers) over a three-year earnout period upon the achievement of certain revenue targets based on the Company's earnings derived from the acquired IRI GEN 2 cryopreservation technology in addition to the achievement of an operational milestone within the first year of the earnout period. The PanTHERA Purchase Agreement also contains an embedded change in control protective provision. As of June 30, 2026, the Company's management determined that the probability of the PanTHERA Sellers achieving the outlined revenue and operational targets to be remote. As a result, no earnout consideration for any period has been recognized.
The Company recognized the following in closing costs as of the closing date of the PanTHERA Transaction:
| (In thousands) | |||||
| Cash paid at close of acquisition | $ | ||||
Indemnity escrow amount(1) | |||||
Transaction expenses(2) | |||||
Carrying value of equity interest(3) | |||||
Cash in lieu of stock payment(4) | |||||
Stock issued to PanTHERA Sellers(5) | |||||
| Gross closing cost consideration | |||||
Less: extinguishment of pre-existing liability(6) | ( | ||||
| Total closing cost consideration | $ | ||||
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(1) Represents the amount transferred to the escrow agent as of the closing date of the PanTHERA Transaction to cover any losses arising from a breach of representations as agreed upon within the PanTHERA Transaction. This amount will be held in escrow for 18 months following the closing date.
(2) Represents the costs incurred by the Company ($0.5 million) and on behalf of PanTHERA Sellers ($0.1 million) in connection with the PanTHERA Transaction, including fees to be paid to attorneys and other external parties.
(3) Represents the original investment amount by the Company in PanTHERA in November 2020. This was added to the overall consideration paid to determine the costs to allocate to assets acquired in the PanTHERA Transaction.
(4) Represents portion of common stock payout to PanTHERA Sellers that was elected to be distributed in cash rather than stock compensation.
(5) Represents market value of 213,360 shares of the Company's common stock issued to the PanTHERA Sellers as of the closing date of the PanTHERA Transaction in accordance with its terms..
(6) Represents pre-existing liability of the Company from milestone development payments under the PanTHERA Development and License Agreement.
3. Discontinued operations
Divestiture of SAVSU
On October 6, 2025, the Company entered into the SAVSU Purchase Agreement, by and between the Company and SAVSU Buyer, for the sale by the Company of all SAVSU Interests of SAVSU to SAVSU Buyer. The Company analyzed the quantitative and qualitative factors relevant to the sale of SAVSU and determined that the conditions for discontinued operations presentation were met during the fourth quarter of 2025.
The Company, management, and the Company's board of directors (the "Board") determined the SAVSU Divestiture would enable the Company to optimize its product portfolio by focusing on its recurring higher margin revenue streams its cell processing products, in addition to the divestitures the Company executed during 2024. The Company completed the SAVSU Divestiture during the fourth quarter of 2025. Accordingly, the results of SAVSU are reported in the Loss from discontinued operations line in the Unaudited Condensed Consolidated Statements of Operations. These changes have been applied to all periods presented.
The Company recognized a gain on disposal of SAVSU, calculated as follows:
| Cash proceeds received from Buyer | $ | ||||
| Indemnity holdback | |||||
Net price adjustment(1) | |||||
| Costs to sell | ( | ||||
Retention bonus paid by Company(2) | ( | ||||
| Total proceeds | |||||
| Less: SAVSU carrying basis as of October 6, 2025 | |||||
| Net gain on disposal | $ | ||||
(1) As defined within the SAVSU Purchase Agreement, the final purchase price was subject to working capital adjustments upon the close of the disposal.
(2) As defined within the SAVSU Purchase Agreement, the Company agreed to provide a cash bonus to the divested employees with the condition that such employees remain with SAVSU for 90 days subsequent to the closing of the sale.
The Company recognized $1.3 million in stock compensation expense for the acceleration of unvested shares of all the Company's former employees that remained with SAVSU upon the closing of this transaction.
In accordance with ASC 350, upon the disposal of SAVSU, the Company assessed the goodwill to be allocated to the disposal group. The goodwill allocated to SAVSU was based on the relative fair value of SAVSU to the fair value of the Company as SAVSU was fully integrated into the Company's one reportable segment. The fair value of SAVSU was determined based on the enterprise value per the SAVSU Purchase Agreement. The fair value of the Company was determined by calculating the Company's market capitalization as of the disposal date plus any invested capital remaining of the Company, which included outstanding debt and financing lease liabilities, modified by an estimated market
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acquisition premium. Based on the calculation performed, the Company determined $3.7 million of goodwill was to be allocated to SAVSU upon its disposal. The allocated goodwill was included in the carrying basis of SAVSU presented in the above table.
In addition, upon the closing of this transaction, the Company and SAVSU Buyer entered into a transition services agreement ("SAVSU TSA"), pursuant to which the Company provided certain transition services, including payroll processing, bookkeeping and tax administration services, and information technology maintenance, among other administrative services, to SAVSU for 120 days. The SAVSU Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including customary covenants that prevent the Company from competing with SAVSU, soliciting its employees or interfering with its business relationships for 5 years after the closing of the SAVSU Divestiture. The SAVSU TSA has since expired pursuant to its terms on the stated expiration date. The Company has no other significant continuing involvement with SAVSU upon the expiration of its SAVSU TSA and related covenants.
Continuing obligations of 2024 divestitures
SciSafe Transition Service Agreement and lease indemnity
Upon the closing of the SciSafe Divestiture on November 12, 2024, the Company and SciSafe entered into a transition services agreement ("SciSafe TSA"), pursuant to which the Company is subject to customary covenants that prevent the Company from competing with SciSafe, soliciting its employees or interfering with its business relationships for five years after the Closing Date. The Company has no other significant continuing involvement with SciSafe upon the expiration of its SciSafe TSA and related covenants.
In connection with the disposal of SciSafe, the Company remains liable and responsible for the full performance and observance of all of the provisions, covenants, and conditions in one of SciSafe's operating leases. In the case of a breach or violation of any provision of the lease by the SciSafe Buyer, the Company is deemed to be and shall constitute a default of the lease provisions. Simultaneously, the Company received indemnification pursuant to any obligation owed by the Company under this operating lease. This indicates the Company undertakes the obligation to stand ready to perform over the term of the guarantee in the event of the specified triggering events noted above, or conditions, such as breach or default, occur. However, the non-contingent aspect of the guarantee enables the Company to recover any losses from the SciSafe Buyer. As of June 30, 2026, the fair value of this guarantee is not material. The outstanding minimum lease payments equal approximately $2.1 million and the lease terminates in 2031.
The Company has no other significant continuing involvement with SciSafe upon the expiration of its SciSafe TSA and other related covenants.
Global Cooling legal contingencies
As outlined in the Global Cooling Purchase Agreement executed on April 17, 2024, the Company is required to indemnify Global Cooling for certain preexisting legal contingencies. Prior to the Global Cooling Divestiture, two lawsuits were filed by previous customers related to Global Cooling's commercial freezer products seeking indemnification. The details of each case are described below.
Other than the Company's requirement to indemnify Global Cooling for certain preexisting legal contingencies, the Company has no other significant continuing involvement with Global Cooling.
As of the year ended December 31, 2024, the Company recorded a loss contingency for a $4.0 million claim in relation to losses a previous customer claims to have incurred. The loss contingency was recorded under the discontinued operations of Global Cooling as outlined in the Global Cooling Purchase Agreement. During the fourth quarter of 2024, it became probable the loss would be settled within the next fiscal year, and the Company accrued for the loss contingency upon the determination of probability. During the first quarter of 2026, the claim was fully settled for $2.5 million, which was fully covered by the Company's insurance policy aside from the Company's insurance deductible. Legal expenses incurred on the claim were immaterial.
An additional loss contingency was indemnified on behalf of Global Cooling during the fourth quarter of 2025. The claim was fully settled for $0.9 million, which was fully covered by the Company's insurance policy aside from the Company's insurance deductible. Legal expenses incurred on the claim were immaterial.
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Summarized financial data of discontinued operations
The tables below summarize financial data of SAVSU for the three and six months ended June 30, 2025. Interest expenses directly associated with the debt of a disposed entity is reported in discontinued operations below.
The table below summarizes the key components of loss from discontinued operations as follows:
| (In thousands) | Three Months Ended June 30, 2025 | ||||
| Revenue | $ | ||||
| Cost of revenue | |||||
| Gross profit | |||||
| Operating expenses | ( | ||||
| Other income, net | |||||
| Loss before income taxes | ( | ||||
| Income tax expense | |||||
| (Loss) income from discontinued operations, net of income taxes | $ | ( | |||
| (In thousands) | Six Months Ended June 30, 2025 | ||||
| Revenue | $ | ||||
| Cost of revenue | |||||
| Gross profit | |||||
| Operating expenses | ( | ||||
| Other income, net | |||||
| Loss before income taxes | ( | ||||
| Income tax expense | |||||
| Loss from discontinued operations, net of income taxes | $ | ( | |||
Below is a summary of incurred depreciation, amortization, interest expenses, capital expenditures, and other noncash related costs for discontinued operations.
| (In thousands) | Three Months Ended June 30, 2025 | ||||
| Depreciation | $ | ||||
| Amortization | $ | ||||
| Stock-based compensation | $ | ||||
| Capital expenditures | $ | ||||
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| (In thousands) | Six Months Ended June 30, 2025 | ||||
| Depreciation | $ | ||||
| Amortization | $ | ||||
| Stock-based compensation | $ | ||||
| Interest expense, net | $ | ||||
| Capital expenditures | $ | ||||
SAVSU had no remaining balances as of June 30, 2026 or December 31, 2025.
4. Fair value measurement
The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, based on the three-tier fair value hierarchy:
(In thousands)
| As of June 30, 2026 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale securities: | |||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Other debt securities | |||||||||||||||||||||||
| Convertible promissory note | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market accounts | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale securities: | |||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Other debt securities | |||||||||||||||||||||||
| Convertible promissory note | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
In July 2025, the Company invested $2.0 million cash in a convertible promissory note issued by an unrelated third-party company. The convertible promissory note accrues interest at an annual rate of 10 %. The principal and accrued PIK interest are payable at maturity on October 1, 2028. The carrying value of the Company's Level 3 financial instrument is presented within Other assets in the Unaudited Condensed Consolidated Balance Sheets. The Company elected to disclose changes in the estimated fair value of the Level 3 financial instrument as a component of Other income in the Unaudited Condensed Consolidated Statements of Operations.
On July 1, 2026, the Company’s investment in the convertible promissory note and the accrued interest, was converted into preferred shares of the investee. For additional information, see Note 18: Subsequent events.
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5. Investments
Available-for-sale securities
The Company’s portfolio of available-for-sale marketable securities consists of the following:
| June 30, 2026 | |||||||||||||||||||||||
| Amortized Cost | Gross unrealized | Estimated Fair Value | |||||||||||||||||||||
| (In thousands) | Gains | Losses | |||||||||||||||||||||
| Available-for-sale securities, current portion | |||||||||||||||||||||||
| U.S. government securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
| Other debt securities | ( | ||||||||||||||||||||||
| Total short-term | ( | ||||||||||||||||||||||
| Available-for-sale securities, long-term | |||||||||||||||||||||||
| U.S. government securities | ( | ||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
| Other debt securities | ( | ||||||||||||||||||||||
| Total long-term | ( | ||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Amortized Cost | Gross unrealized | Estimated Fair Value | |||||||||||||||||||||
| (In thousands) | Gains | Losses | |||||||||||||||||||||
| Available-for-sale securities, current portion | |||||||||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | |||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Other debt securities | |||||||||||||||||||||||
| Total short-term | |||||||||||||||||||||||
| Available-for-sale securities, long-term | |||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
| Other debt securities | |||||||||||||||||||||||
| Total long-term | ( | ||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| June 30, 2026 | |||||||||||
| (In thousands) | Amortized Cost | Estimated Fair Value | |||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Total | $ | $ | |||||||||
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The following tables present information about the available-for-sale investments that had been in a continuous unrealized loss position for less than 12 months:
| June 30, 2026 | |||||||||||||||||||||||
| Less than 12 months | Total | ||||||||||||||||||||||
| (In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| Corporate debt securities | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| U.S. government securities | ( | ( | |||||||||||||||||||||
| Other debt securities | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Less than 12 months | Total | ||||||||||||||||||||||
| (In thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| Corporate debt securities | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
As of June 30, 2026 and December 31, 2025, all available-for-sale securities investments presented above with unrealized losses have been in an unrealized loss position for less than 12 months.
As of June 30, 2026, none of the Company's available-for-sale marketable securities exhibited risk of credit loss and therefore no allowance for credit losses was recorded.
6. Inventories
Inventories consisted of the following as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | ||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work in progress | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
7. Leases
The Company has various operating lease agreements for office space, warehouses, manufacturing, production locations, and other equipment. The Company's real estate leases had original lease terms of to eleven years and have remaining lease terms of to ten years . The Company excludes options that are not reasonably certain to be exercised from our lease terms, ranging from to ten years . The Company's lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms, with all other lease payments consisting of variable lease costs. For certain leases, the Company receives incentives from its landlords, such as rent abatements, which effectively reduce the total lease payments owed for these leases.
The Company did not have any financing lease arrangements as of June 30, 2026 and December 31, 2025.
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The table below presents certain information related to the weighted average discount rate and weighted average remaining lease term for the Company’s leases as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | ||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Weighted average discount rate - operating leases | % | % | |||||||||
| Weighted average remaining lease term in years - operating leases | |||||||||||
The components of lease expense for the three and six months ended June 30, 2026 and 2025 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating lease costs | $ | $ | $ | $ | |||||||||||||||||||
| Short-term lease costs | |||||||||||||||||||||||
| Total operating lease costs | |||||||||||||||||||||||
| Variable lease costs | |||||||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | |||||||||||||||||||
Maturities of the Company's lease liabilities as of June 30, 2026 were as follows:
| (In thousands) | Operating Leases | ||||
| 2026 (6 months remaining) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: interest | ( | ||||
| Total present value of lease liabilities | $ | ||||
8. Property and equipment, net
Property and equipment consisted of the following as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | ||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Property and equipment | |||||||||||
| Leasehold improvements | $ | $ | |||||||||
| Furniture and computer equipment | |||||||||||
| Manufacturing and other equipment | |||||||||||
| Construction in-progress | |||||||||||
| Subtotal | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
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Depreciation expense for property and equipment was $0.4 million and $0.8 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.4 million during the three and six months ended June 30, 2025, respectively.
9. Goodwill and intangible assets
Goodwill
Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. Goodwill acquired in a business combination is determined to have an indefinite useful life and is not amortized but instead is tested for impairment at least annually in accordance with ASC 350.
Intangible assets
Intangible assets, net consisted of the following as of June 30, 2026 and December 31, 2025:
| (In thousands, except weighted average useful life) | June 30, 2026 | ||||||||||||||||||||||
| Intangible assets: | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Weighted Average Useful Life (in years) | |||||||||||||||||||
| Tradenames | $ | $ | ( | $ | |||||||||||||||||||
| Technology - acquired | ( | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| (In thousands, except weighted average useful life) | December 31, 2025 | ||||||||||||||||||||||
| Intangible assets: | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Weighted Average Useful Life (in years) | |||||||||||||||||||
| Tradenames | $ | $ | ( | $ | |||||||||||||||||||
| Technology - acquired | ( | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
Amortization expense for definite-lived intangible assets was $0.4 million and $0.7 million for the three and six months ended June 30, 2026, respectively, and $0.3 million and $0.7 million for the three and six months ended June 30, 2025, respectively.
As of June 30, 2026, the Company expects to record the following amortization expense for definite-lived intangible assets:
| (In thousands) | Amortization Expense | ||||
| For the Years Ending December 31, | |||||
| 2026 (6 months remaining) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
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10. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | ||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Accrued expenses | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Accrued lease incentive | |||||||||||
| Deferred revenue, current | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
11. Commitments and contingencies
Employment agreements
We have employment agreements with certain key employees. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the employee or upon the employee resigning for good reason.
Litigation
From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, as our industry is characterized by frequent claims and litigation, including claims regarding intellectual property. Management does not believe any of the current claims are material to the Company’s business. Future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company carries certain insurance policies that may cover the aforementioned costs. The probability of claims that could result in a loss are evaluated and disclosed, as needed, individually and on a gross basis. Management is not aware of any significant pending or threatened litigation.
Indemnification
As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain errors and occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of June 30, 2026 and December 31, 2025.
Purchase obligations
Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of June 30, 2026, the Company's total short-term obligations were $16.3 million.
Non-income related taxes
Companies are required to collect and remit sales tax from certain customers if the companies are determined to have nexus in a particular state. Upon the determination of nexus, which varies by state, companies are additionally required to maintain detailed record of specific product and customer information within each jurisdiction in which it has established nexus to appropriately determine their sales tax liability, requiring technical knowledge of each jurisdiction’s tax case law. During the year ended December 31, 2025, the Company determined that a sales tax liability related to the periods of 2019 through 2025 was probable and determined an estimated liability. The estimated liability was approximately $2.1 million and $2.3 million as of June 30, 2026 and December 31, 2025, respectively. Due to the variety of jurisdictions to which this
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estimated liability relates and the Company's ongoing assessment of sales taxes owed, the Company cannot predict when final liabilities will be satisfied. The Company will reevaluate the estimated liability and timing of satisfaction each reporting period.
12. Long-term debt
Term Loan
On September 20, 2022, the Company and certain of its subsidiaries entered into the Loan and Security Agreement, dated September 20, 2022, by and among Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”), the Company, SAVSU, Arctic Solutions, Inc., a Delaware corporation (doing business as Custom Biogenic Systems, or “CBS”, SciSafe Holdings, Inc., a Delaware corporation (“SciSafe Parent”), and Sexton (together with the Company, SAVSU, CBS and SciSafe Parent, “Borrower”), as amended by that certain Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024, that certain Consent and Second Amendment to Loan and Security Agreement, dated April 17, 2024 (the “Second Amendment”), and that certain Consent and Third Amendment to Loan and Security Agreement, dated November 11, 2024 (the “Third Amendment”) that certain Consent and Fourth Amendment to Loan and Security Agreement, dated April 4, 2025 (the “Fourth Amendment”), that certain Consent to Loan and Security Agreement dated July 29, 2025 (the “Fifth Amendment”) and that certain Consent to Loan and Security Agreement, dated October 6, 2025 (the “Sixth Amendment”, and the foregoing collectively, the “Loan Agreement”), which provided for a term loan in an aggregate maximum principal amount of up to $60 million in the increments and upon the dates and milestones described below (the “Term Loan”). The Loan Agreement permitted the Company to borrow up to $30 million upon the initial closing of the transactions contemplated by the Loan Agreement (the “Term Loan Closing”), and provided options to borrow (i) up to $10 million between the Term Loan Closing and June 30, 2023, (ii) up to $10 million upon the achievement of certain revenue milestones by the Company, and (iii) an additional $10 million at the discretion of Bank. The Company borrowed $20 million at the Term Loan Closing and accounts for the Term Loan at cost. As of December 31, 2023, the Company had not drawn additional funding nor had it met the revenue milestones outlined within the Loan Agreement. The Company had until December 31, 2023 to draw an additional $10 million, subject to approval from the Bank, and therefore had no additional opportunities under the Loan Agreement. Payments on the borrowing were interest-only through June 2024, with additional criteria allowing for interest-only payments to continue through June 2025, which the Company did not pursue. Tranches borrowed under the Loan Agreement bore interest at the Wall Street Journal prime rate plus 0.5 %. However, the interest rate was subject to a ceiling that restricted the interest rate for each tranche from exceeding 1.0 % above the overall rate applicable to each tranche at their respective funding dates and had a balloon payment due at the earliest of term loan maturity, repayment of the Term Loan in full, or termination of the Loan Agreement at $1.2 million. The Loan Agreement contained customary representations and warranties as well as customary affirmative and negative covenants.
On April 17, 2024, the Company entered into the Second Amendment by and among Bank, the Company, SAVSU, CBS, SciSafe Parent, Global Cooling, Inc., a Delaware corporation (“Global Cooling”), and Sexton (the Company, SAVSU, CBS, SciSafe Parent, Global Cooling and Sexton, collectively, the “Second Amendment Borrower”). Pursuant to the Second Amendment and subject to the conditions set forth therein, Bank consented to the sale of Global Cooling and released its security interests in the assets of Global Cooling and the shares of common stock of Global Cooling arising under the Loan Agreement. In addition, effective as of the closing of the sale of Global Cooling, the Second Amendment amended the Loan Agreement to remove Global Cooling as a party to the Loan Agreement and provide for a non-refundable termination fee in the amount of $500,000 payable by the Second Amendment Borrower to Bank in the event that the Loan Agreement was terminated prior to the Term Loan Maturity Date (as defined in the Loan Agreement) for any reason. The Second Amendment also contained customary representations and warranties of the Second Amendment Borrower and provided for a release of Bank by the Second Amendment Borrower for any claims existing or arising through the date of the Second Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.
On November 11, 2024, the Company entered into the Third Amendment by and among Bank, the Company, SAVSU, CBS, SciSafe Parent and Sexton (the Company, SAVSU, CBS, SciSafe Parent and Sexton, collectively, the “Third Amendment Borrower”). Pursuant to the Third Amendment and subject to the conditions set forth therein, Bank consented to the sale of SciSafe as required pursuant to the Loan Agreement. In addition, effective as of the closing of the sale of SciSafe, the Third Amendment amended the Loan Agreement to provide for a non-refundable termination fee in the amount of $750,000 payable by the Third Amendment Borrower to Bank in the event that the Loan Agreement was terminated prior to the Term Loan Maturity Date for any reason. The Third Amendment also made certain other ministerial changes to the Loan Agreement, contained customary representations and warranties of the Third Amendment Borrower
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and provided for a release of Bank by the Third Amendment Borrower for any claims existing or arising through the date of the Third Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.
On April 4, 2025, the Company entered into the Fourth Amendment, by and among Bank, the Company, SAVSU, and Sexton (the Company, SAVSU and Sexton, collectively, the “Fourth Amendment Borrower”). Pursuant to the Fourth Amendment and subject to the conditions set forth therein, Bank consented to the PanTHERA Transaction and the dissolution of SciSafe as required pursuant to the Loan Agreement. The Fourth Amendment also made certain other ministerial changes to the Loan Agreement, contained customary representations and warranties of the Fourth Amendment Borrower and provided for a release of Bank by the Fourth Amendment Borrower for any claims existing or arising through the date of the Fourth Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.
On July 29, 2025, the Company entered into the Fifth Amendment, by and among Bank, the Company, SAVSU, and Sexton (the Company, SAVSU and Sexton, collectively, the “Fifth Amendment Borrower”). Pursuant to the Fifth Amendment and subject to the conditions set forth therein, Bank consented to adding PanTHERA as a borrower to the Loan Agreement and granted Bank a security interest in the assets of PanTHERA. The Fifth Amendment also made certain other ministerial changes to the Loan Agreement, contained customary representations and warranties of the Fifth Amendment Borrower and provided for a release of Bank by the Fifth Amendment Borrower for any claims existing or arising through the date of the Fifth Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.
On October 6, 2025, the Company entered into Sixth Amendment by and among Bank and the Company, SAVSU, Sexton, and PanTHERA (collectively, the “Sixth Amendment Borrower”). Pursuant to the Sixth Amendment and subject to the conditions set forth therein, the Bank consented to the purchase of the convertible promissory note from the iPSC developer and the SAVSU Divestiture as required by the Loan Agreement and released its security interests in the assets of SAVSU and the outstanding membership interests of SAVSU arising under the Loan Agreement. The Sixth Amendment contained customary representations and warranties of the Sixth Amendment Borrower and provided for a release of the Bank by the Sixth Amendment Borrower for any claims existing or arising through the date of the Sixth Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.
On June 1, 2026 the Term Loan matured and the Company paid in full the remaining principal balance on the Term Loan in addition to a balloon payment of $1.2 million.
Long-term debt consisted of the following as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | ||||||||||||||||||||||
| (In thousands) | Maturity Date | Interest Rate | 2026 | 2025 | |||||||||||||||||||
Term Loan(1) | Jun-26 | % | $ | $ | |||||||||||||||||||
| Total debt, excluding unamortized debt issuance costs | |||||||||||||||||||||||
| Less: unamortized debt issuance costs | ( | ||||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
| Less: current portion of debt | ( | ||||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||
(1) As of December 31, 2025, the Term Loan was secured by substantially all assets of BioLife, Sexton, and PanTHERA other than intellectual property.
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13. Stock-based compensation
Service-based vesting stock options
The following is a summary of service-based vesting stock option activity for the six months ended June 30, 2026, and the status of service-based vesting stock options outstanding as of June 30, 2026:
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| Options | Wtd. Avg. Exercise Price | Options | Wtd. Avg. Exercise Price | ||||||||||||||||||||
| Outstanding as of beginning of period | $ | $ | |||||||||||||||||||||
| Exercised | ( | ( | |||||||||||||||||||||
| Outstanding as of June 30, 2026 | $ | $ | |||||||||||||||||||||
| Stock options exercisable as of June 30, 2026 | $ | $ | |||||||||||||||||||||
As of June 30, 2026, there was $0.4 million of aggregate intrinsic value of outstanding and exercisable service-based vesting stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the reporting period and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on June 30, 2026. This amount will change based on the fair market value of the Company’s stock. The Company did not 47 thousand and $1.9 million during the three and six months ended June 30, 2026, respectively, and $0.2 No no 1.0 year. There were no unrecognized compensation costs for service-based vesting stock options as of June 30, 2026.
Restricted stock
Service-based vesting restricted stock
The following is a summary of service-based vesting restricted stock activity for the six months ended June 30, 2026, and the status of unvested service-based vesting restricted stock outstanding as of June 30, 2026:
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| Shares | Wtd. Avg. Grant Date Fair Value | Shares | Wtd. Avg. Grant Date Fair Value | ||||||||||||||||||||
| Outstanding as of beginning of period | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Non-vested as of June 30, 2026 | $ | $ | |||||||||||||||||||||
The aggregate fair value of the service-based vesting awards that vested was $1.8 million and $6.1 million during the three and six months ended June 30, 2026, respectively, and $1.7 million and $6.1 million during the during the three and six months ended June 30, 2025, respectively.
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The Company recognized stock compensation expense related to service-based vesting awards of $2.3 million and $5.1 million during the three and six months ended June 30, 2026, respectively, and $2.8 million and $5.5 million during the three and six months ended June 30, 2025, respectively. As of June 30, 2026, there was $18.9 million in unrecognized compensation costs related to service-based vesting awards. The weighted average remaining recognition period over which these service-based vesting awards will be expensed is approximately 2.6 years.
Performance-based restricted stock
On March 8, 2024, the Company granted a performance-based restricted stock award ("PSA") for 109,512 shares to an executive. The shares granted contained performance conditions based on Company metrics related to future performance. The shares were to vest as to between 0 % and 200 % of the number of restricted shares granted to the recipient based on performance conditions during the period beginning on January 1, 2024 through December 31, 2025. The grant date fair value of this award was $17.36 per share. The fair value of this award was expensed on a straight-line basis over the requisite service period ending on December 31, 2025.
On February 24, 2026, the Compensation Committee of the Board (the "Compensation Committee") determined the PSA attainment was 200 % of the target number of restricted shares granted based on the achievement of the performance conditions set forth in the award. The recipient was granted 219,024 shares that vested upon the date of the Compensation Committee's determination of the PSA attainment. The aggregate fair value of the performance-based restricted stock award that vested during the six months ended June 30, 2026 was $4.3 million. No performance-based restricted stock awards vested during the three and six months ended June 30, 2025.
There was no 0.9 million and $1.3 million in stock compensation expense related to the PSA during the three and six months ended June 30, 2025. There were no
Market-based restricted stock
The following is a summary of market-based restricted stock activity under the Company's stock plan for the six months ended June 30, 2026 and the status of market-based restricted stock outstanding as of June 30, 2026:
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| Shares | Wtd. Avg. Grant | Shares | Wtd. Avg. Grant | ||||||||||||||||||||
| Outstanding as of beginning of period | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Non-vested as of June 30, 2026 | $ | $ | |||||||||||||||||||||
The following is a summary of key inputs to the Company's market-based restricted stock awards as of June 30, 2026:
| Fair Value Assumptions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant Date | Target Shares | Vesting Range | Market Condition Period | FV of Award (in millions) | Volatility | Risk Free Rate | Dividend Rate | Attainment % | Vested Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||
2024 TSR(1) | 3/8/2024 | 1/1/2024 - 12/31/2025 | $ | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2025 TSR(2) | 3/18/2025 | 1/1/2025 - 12/31/2026 | $ | % | % | % | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 TSR | 2/24/2026 | 1/1/2026 - 12/31/2027 | $ | % | % | % | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||
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(1) Of the $6.3 million fair value of the 2024 Total Shareholder Return ("TSR") award being expensed on a straight-line basis over the grant date to the vesting date, $0.3 million of expense was recognized in 2024 to reflect accelerations in the vesting period of certain awards.
(2) Of the $9.8 million fair value of the 2025 TSR award being expensed on a straight-line basis over the grant date to the vesting date, $0.5 million of expense was recognized in 2026 to reflect accelerations in the vesting period of certain awards.
Each of the market-based restricted stock awards outlined above were granted to the Company's executives. These restricted stock awards contain a market condition based on TSR. The market-based restricted stock awards vest at a range determined by the Compensation Committee of the Board in comparison of the Company's TSR to the TSR of a group of the Company's peers. The fair value of these awards is determined using a Monte Carlo simulation with various assumptions. These assumptions include historical volatility, dividend yield, and a risk-free interest rate. The historical volatility is based on the most recent 2 -year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0 % dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the measurement date with a maturity consistent with the 2 -year term associated with the market condition of these awards. The fair value of these awards is expensed on a straight-line basis over the grant date to the vesting date.
When the TSR period for each award has elapsed, the Company determines the TSR attainment percentage to award each recipient based on the targeted amount of shares granted.
We recognized stock compensation expense of $1.5 million and $3.6 million related to market-based restricted stock awards for the three and six months ended June 30, 2026, respectively, and $2.2 million and $3.2 million during the three and six months ended June 30, 2025, respectively. As of June 30, 2026, there were $7.0 million in unrecognized non-cash compensation costs related to market-based restricted stock awards expected to vest. The weighted average remaining recognition period over which these market-based awards will be expensed is approximately 1.2 years.
The aggregate fair value of the market-based awards that vested was $10.0 million and $11.5 million for the six months ended June 30, 2026 and 2025, respectively. There were no
Total stock compensation expense
Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, with awards generally vesting over a 4-year period, and forfeitures recognized as incurred. In accordance with ASC 350-40, stock compensation expenses allocable to intangible assets for internal use are capitalized. The Company recorded total stock compensation expense for the three and six months ended June 30, 2026 and 2025, as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| General and administrative costs | |||||||||||||||||||||||
| Sales and marketing costs | |||||||||||||||||||||||
| Research and development costs | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Tax withholding on vesting of shares
Beginning during the three months ended March 31, 2026, upon the vesting of service vesting-based, performance-based, and market-based restricted stock awards to the Company's employees, the related employee tax liabilities may be settled either by sell-to-cover, or by net settlement of shares, whereby shares issued are net of shares withheld to cover minimum statutory tax withholding obligations. The fair value of the shares withheld for tax withholdings is recorded as a reduction to Additional paid-in capital in the Unaudited Condensed Consolidated Balance Sheets and as a component of net cash used in financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows.
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14. Income taxes
The Company accounts for income taxes under ASC Topic 740 – Income Taxes. Under this standard, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The Company’s tax provision for interim periods is determined using an estimate of the annual effective income tax rate, adjusted for discrete items, if any, that occur in the relevant period. The income tax benefit of $42.3 million for the six months ended June 30, 2026 resulted in an effective income tax rate of negative 1056.7 %. Included in the $42.3 million of tax benefit was a discrete tax benefit of $42.4 million related to the release of the Company's valuation allowance.
The Company’s projected effective income tax rate excluding the impact, if any, of discrete items is 4.6 %, which is lower than the U.S. federal statutory rate of 21 % primarily due to the decrease in the valuation allowance on deferred tax assets related to the forecasted current year utilization offset by non-deductible executive compensation and state taxes.
The Company acquired the remaining equity of PanTHERA, a Canadian corporation, on April 4, 2025. The Company's projected effective income tax rate is 0 % with respect to its Canadian jurisdiction, primarily due to research and development credits.
The Company monitors the realizability of its deferred tax assets, taking into consideration all relevant factors at each reporting period. As of June 30, 2026, based on the relevant weight of positive and negative evidence, including the Company's sustained profitability in recent years in addition to expected future taxable earnings, the Company concluded it is more likely than not that certain U.S. federal and state deferred tax assets are realizable. The Company in turn released $42.4 million of its valuation allowance associated with the U.S. federal and state deferred tax assets, except for those related to capital loss carryforwards and capital loss generating deferred tax assets. The Company continues to maintain a full valuation allowance of $3.5 million against the capital loss tax attributes as of June 30, 2026 due to the conclusion they are not more likely than not to be realized as these assets can only be utilized against future capital gains.
The Company is subject to income taxes in the U.S. and in Canada. Significant judgment is required in determining its provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against its net deferred tax assets that are not more likely than not to be realized. The determination of the realizability of deferred tax assets requires significant judgment in assessing the likelihood of future tax consequences. The Company relies on its assessment of projected future results of business operations, which includes uncertainty in future operating results, variable conditions impacting its ability to forecast future taxable income, and changes in business that may affect the existence and magnitude of future taxable income. The Company's valuation allowance assessment is based on the best estimate of future results considering all available information. The Company previously maintained a full valuation allowance against its U.S. federal and state deferred tax assets due to historical cumulative losses and uncertainty regarding the realization of such assets. The Company will continue to evaluate all available evidence each reporting period and may adjust the valuation allowance in future periods if estimates of future taxable income or other relevant factors change.
15. Net income (loss) from continuing operations per common share
Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under the treasury stock method. In periods when we have a net loss, common stock equivalents are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect.
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The following table presents computations of basic and diluted earnings per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In thousands, except share and earnings per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Basic and diluted earnings (loss) per common share | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common shares issued and outstanding - Basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Weighted-average common shares issued and outstanding - Diluted | |||||||||||||||||||||||
| Net income (loss) per share from continuing operations | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Anti-dilutive shares | |||||||||||||||||||||||
16. Segment, customer, and geographic information
The Company views its operations and makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. The Company’s Chief Executive Officer, Mr. Roderick de Greef, who is the CODM, reviews the Company’s operations on a consolidated basis for purposes of allocating resources and evaluating financial performance. As a single reportable segment entity, the Company’s segment performance measure is consolidated net income (loss) from continuing operations.
The CODM uses net income (loss) from continuing operations to evaluate income (loss) generated from the single reporting unit to monitor budget versus actual results and assess performance.
Significant segment expenses are presented in the Company’s Unaudited Condensed Consolidated Statements of Operations. Additional significant segment expenses that are not separately presented in the Company’s Unaudited Condensed Consolidated Statements of Operations include Shared-based compensation and Depreciation expense. These are presented in the Unaudited Condensed Consolidated Statement of Cash Flows, and Note 13: Stock-based compensation and Note 8: Property and equipment, net.
Other expense items not individually significant in net income (loss) from continuing operations are changes in inventory values due to changes in its carrying basis, costs associated with the Company’s acquisitions or divestitures in the period these take place, and gain or loss on disposal of fixed assets. The information provided to the Company’s CODM for purposes of making decisions and assessing segment performance excludes asset information.
Concentrations of risk
Significant customers are those that represent more than 10% of the Company’s total revenue or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenue and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:
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| Accounts Receivable | Revenue | ||||||||||||||||||||||||||||||||||
| June 30, | December 31, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Customer A | % | % | * | * | * | * | |||||||||||||||||||||||||||||
| Customer B | * | % | * | * | * | * | |||||||||||||||||||||||||||||
| Customer C | * | * | % | % | % | % | |||||||||||||||||||||||||||||
| Customer D | % | * | % | % | % | % | |||||||||||||||||||||||||||||
| Customer E | * | * | % | * | % | * | |||||||||||||||||||||||||||||
*less than 10%
The following is a summary of revenue by major product family representing over 10% of the Company's total revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Product revenue concentration | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| CryoStor | % | % | % | % | |||||||||||||||||||
The following table represents the Company’s total revenue by geographic area (based on the location of the customer):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
Revenue by customers’ geographic locations | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| United States | % | % | % | % | |||||||||||||||||||
| Europe, Middle East, Africa (EMEA) | % | % | % | % | |||||||||||||||||||
| Other | % | % | % | % | |||||||||||||||||||
| Total revenue | % | % | % | % | |||||||||||||||||||
All of the Company's long-lived assets, totaling $23.9 million as of June 30, 2026, are located within the United States.
In the three and six months ended June 30, 2026, one supplier accounted for 20 % and 21 % of purchases. In the three and six months ended June 30, 2025, no suppliers accounted for more than 10% of purchases.
17. Employee benefit plan
The Company sponsors 401(k) defined contribution plan for its employees. This plan provides for pre-tax and post-tax contributions for all employees. Employee contributions are voluntary. Employees may contribute up to 100 % of their annual compensation to this plan as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company matches employee contributions in amounts to be determined at the Company’s sole discretion. The Company made $0.2 million and $0.4 million in contributions to this plan for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.3 million in contributions for the three and six months ended June 30, 2025, respectively.
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18. Subsequent events
The Company has evaluated events subsequent to June 30, 2026 through the date of this filing to assess the need for potential recognition or disclosure.
Repligen Merger Agreement
On July 21, 2026, the Company entered into the Merger Agreement by and among, the Company, Repligen, Merger Sub 1, and Merger Sub 2, pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of Common Stock, for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis.
Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will be merged with and into the Company (the “First Merger”), with the Company 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 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. As a result of the Mergers, we will cease to be a publicly traded company.
The Company, Repligen, Merger Sub 1 and Merger Sub 2 each made certain customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants by (i) the Company to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by Repligen in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, and (ii) Repligen to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by the Company in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, in each case, during the period between the execution of the Merger Agreement and consummation of the Mergers, subject to earlier termination of the Merger Agreement. The parties to the Merger Agreement also agreed to use reasonable best efforts to cause the conditions of the Mergers to be satisfied and to consummate the Mergers. The Company does not believe these restrictions will prevent meeting the Company's ongoing costs of operations, working capital needs, or capital expenditure requirements.
The consummation of the Mergers is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon (the “Stockholder Approval”) at a duly held meeting of the stockholders of the Company (the “Stockholders’ Meeting”); (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Mergers (the “Restraint Condition”); (iii) the shares of Repligen common stock to be issued in the First Merger being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of consents required under antitrust laws of specified jurisdictions (the “Antitrust Condition”); (v) the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 to be filed by Repligen, which will contain the proxy statement/prospectus of the parties in connection with the Mergers; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the Company and Repligen contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of the Company and Repligen.
The Merger Agreement also provides that the Company is prohibited from initiating, soliciting, proposing, knowingly encouraging, or knowingly facilitating any competing transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing transaction proposals, subject to certain exceptions; however, the Company’s board of directors may change its recommendation of the Merger Agreement to its stockholders for adoption and approval in response to an unsolicited superior proposal or an intervening event if the Company’s board of directors determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (a “Board Recommendation Change”).
The Merger Agreement also provides for certain termination rights for both Repligen and the Company, including, among others, (i) the right of either party to terminate the Merger Agreement if the Mergers have not been consummated prior to
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5:00 p.m. New York time on January 31, 2027 (the “Outside Date”) (which date is subject to automatically extend by 180 days if the Antitrust Condition or the Restraint Condition (solely with respect to the HSR Act or other antitrust laws) is the only condition outstanding, or by 90 days if the SEC has not declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement on or before November 30, 2026), (ii) the right for Repligen to terminate if, prior to receipt of the Stockholder Approval, the Company’s board of directors makes a Board Recommendation Change, (iii) by either party in the event that the Stockholder Approval is not obtained at the Stockholders’ Meeting, and (iv) by the Company if, prior to receipt of the Stockholder Approval, the Company’s board of directors approves entry into a definitive agreement for an unsolicited superior proposal. Upon termination of the Merger Agreement under certain specified circumstances, including the termination of the Merger Agreement by (x) Repligen if the Company’s board of directors makes a Board Recommendation Change, (y) the Company in order for the Company to enter into definitive agreement for an unsolicited superior proposal or (z) (I) either party for failure to obtain the Stockholder Approval and a competing transaction proposal was publicly announced and not withdrawn business days prior to the Stockholders’ Meeting, or (II) the Company terminates on account of the Outside Date if Repligen would have been permitted to terminate for the Company’s breach or Repligen terminates due to a breach by the Company and, prior to either termination set forth in this clause (II), a competing transaction proposal has been communicated to the Company’s board of directors and not withdrawn business days prior to such termination and, following a termination set forth in clause (I) or (II), within 12 months of the termination date, the Company enters into a definitive agreement for, or consummates, a competing transaction proposal, the Company may be required to pay Repligen a termination fee of $59.0 million.
The Merger is expected to close in the fourth quarter of 2026, subject to customary regulatory approvals and closing conditions, including those described above.
For additional information related to the Merger Agreement, please refer to the Current Report on Form 8-K filed with the SEC on July 22, 2026.
Convertible Promissory Note
On July 1, 2026, the Company’s investment in the convertible promissory note and the accrued interest, was converted into preferred shares of the unrelated third-party company. The fair value of the preferred shares received upon conversion as of July 1, 2026 approximated the fair value of the convertible promissory note as of June 30, 2026.
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Item 2. Management’s discussion and analysis of financial condition and results of operations
Forward looking statements
Certain statements contained in this Quarterly Report on Form 10-Q are not historical facts and may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “plans,” “expects,” “believes,” “anticipates,” “designed,” and similar words are intended to identify forward-looking statements. 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. A description of certain of these risks, uncertainties and other matters can be found in filings we make with the U.S. Securities and Exchange Commission (the “SEC”), all of which are available at www.sec.gov, including our Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended by the Annual Report on Form 10-K/A filed with the SEC on April 28, 2026 (the "Annual Report"). Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in its expectations with regard to these forward-looking statements or the occurrence of unanticipated events.
References herein to “us”, “we”, or “our” refer to BioLife Solutions, Inc., and its consolidated subsidiaries, and to the “Company” or “BioLife” refer to BioLife Solutions, Inc. only.
Overview
Management’s discussion and analysis provides additional insight into us and is provided as a supplement to, and should be read in conjunction with, our Annual Report.
We are a life sciences company that develops, manufactures, and markets bioproduction products and services which are designed to improve quality and de-risk biologic manufacturing, distribution, and transportation in the cell and gene therapy ("CGT") industry. Our products are used in basic and applied research and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, and distribution.
We currently operate as one bioproduction products and services business which supports several steps in the biologic material manufacturing and delivery process. We have a diversified portfolio of tools and services that focuses on biopreservation, cell processing, and thawing of biologic materials. We have in-house expertise in cryobiology and the broader CGT workflow, and continue to evaluate opportunities to maximize the value of our product platforms for our extensive customer base through organic growth innovations, partnerships, and acquisitions.
On July 21, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among, the Company, Repligen Corporation, a Delaware corporation (“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 which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. Pursuant to the Merger Agreement, following consummation of the Merger, we will be a wholly-owned subsidiary of Repligen. As a result of the Merger, we will cease to be a publicly traded company. For additional information on the Merger Agreement, see Note 18: Subsequent events within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
On October 6, 2025, the Company entered into a Limited Liability Company Membership Interest Purchase Agreement (the “SAVSU Purchase Agreement”), by and between the Company and Peli BioThermal LLC, a Delaware limited liability company (“SAVSU Buyer”), for the sale by the Company of all of the issued and outstanding limited liability company membership interests (the “SAVSU Interests”) of SAVSU Cleo Technologies, LLC, a Delaware limited liability company
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("SAVSU"), to SAVSU Buyer (the “SAVSU Divestiture”). SAVSU contained our evo cloud connected “smart” shipping container products that provided passive storage and transport for temperature-sensitive biologics and pharmaceuticals.
Upon the execution of the SAVSU Purchase Agreement, the SAVSU business is presented in the accompanying Unaudited Condensed Consolidated Financial Statements as a discontinued operation for all periods presented.
On April 4, 2025, pursuant to a Stock Purchase Agreement (the “PanTHERA Purchase Agreement”), by and among the Company, Casdin Partners Master Fund L.P. and each other person listed on Schedule A thereto (the “PanTHERA Sellers”), 2699979 Alberta LTD., an Alberta corporation and a wholly owned subsidiary of the Company (“PanTHERA Buyer Sub”), PanTHERA CryoSolutions Inc., an Alberta corporation (“PanTHERA”) and Dr. Jason Acker, solely in his capacity as Sellers’ Representative, the Company acquired the remaining 90% of the issued and outstanding shares of common stock of PanTHERA not owned by the Company from the PanTHERA Sellers (the “PanTHERA Transaction”). PanTHERA contains a patented Ice Recrystallization Inhibitor (“IRI”) GEN 2 cryopreservation technology that we expect to ultimately enhance our core capabilities in biopreservation and within the CGT market upon achievement of commercial viability. For additional information on the acquisition of PanTHERA, see Note 2: Acquisition within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Our products
Our bioproduction products and services are comprised of one revenue line that contains three main offerings:
•Cell processing and other products
◦Biopreservation media
◦Human platelet lysate media (“hPL”), cryogenic vials, and automated cell-processing fill machines
◦Automated thawing devices
Critical accounting policies and estimates
A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a description of our critical accounting policies that affect our more significant judgments and estimates used in the preparation of our Unaudited Condensed Consolidated Financial Statements, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and our significant accounting policies in Note 1 to the Consolidated Financial Statements included in our Annual Report and Part I, Note 1 to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
During the three months ended March 31, 2026, we changed our inventory valuation method. At December 31, 2025, we valued biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. For thaw inventory, we utilized cost or, if lower, net realizable value, using the average costing method. All other inventory was valued using cost or, if lower, net realizable value, using the first-in, first-out method. As of March 31, 2026 and subsequent periods, all inventories are now valued at cost or, if lower, net realizable value, using the weighted average costing method. We believe this change is preferable as it provides a consistent, uniform costing method for all inventories across the Company and improves comparability with peers. These changes did not have a material effect on inventory, net, cost of revenue, or net income for all periods presented; therefore, prior comparative financial statements have not been restated.
Results of operations
The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying Unaudited Condensed Consolidated Financial Statements and the related footnotes thereto.
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Revenue
Total revenue for the three and six months ended June 30, 2026 and 2025 consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 28,466 | $ | 23,438 | $ | 5,028 | 21 | % | $ | 55,966 | $ | 45,492 | $ | 10,474 | 23 | % | |||||||||||||||||||||||||||||||
Revenue was $28.5 million for the three months ended June 30, 2026, representing an increase of $5.0 million, or 21%, compared with the same period in 2025.
Revenue was $56.0 million for the six months ended June 30, 2026, representing an increase of $10.5 million, or 23%, compared with the same period in 2025.
The increase in revenues for both the three and six months ended June 30, 2026 compared to the same periods in the prior year is largely driven by an increase in customer demand for our biopreservation media products.
Cost of revenue and Gross margin
Total costs and operating expenses for three and six months ended June 30, 2026 and 2025 were composed of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 28,466 | $ | 23,438 | $ | 5,028 | 21 | % | $ | 55,966 | $ | 45,492 | $ | 10,474 | 23 | % | |||||||||||||||||||||||||||||||
| Cost of revenue | 10,179 | 8,203 | 1,976 | 24 | % | 20,182 | 15,457 | 4,725 | 31 | % | |||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 18,287 | $ | 15,235 | $ | 3,052 | 20 | % | $ | 35,784 | $ | 30,035 | $ | 5,749 | 19 | % | |||||||||||||||||||||||||||||||
| Gross margin | 64 | % | 65 | % | (1) | % | 64 | % | 66 | % | (2) | % | |||||||||||||||||||||||||||||||||||
Cost of revenue increased $2.0 million, or 24%, for the three months ended June 30, 2026 compared to the same period in 2025. The increase during the three and six months ended June 30, 2026 is primarily due to the increase in sales compared to the same period in the prior year in addition to an increase in sales in lower margin products.
Cost of revenue increased $4.7 million, or 31%, for the six months ended June 30, 2026 compared to the same period in 2025. The increase during the the six months ended June 30, 2026 was largely driven by the increase in sales compared to the same period in the prior year in addition to an increase in sales in lower margin products.
Gross margin decreased by 1% for the three months ended June 30, 2026 compared to the same period in 2025.
Gross margin decreased by 2% for the six months ended June 30, 2026 compared to the same period in 2025.
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The decrease in Gross margin for both the three and six months ended June 30, 2026 compared to the same periods in the prior year is primarily due to a less favorable product mix compared to the same period in the prior year.
Operating expenses
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 10,694 | $ | 11,232 | $ | (538) | (5) | % | $ | 22,901 | $ | 22,582 | $ | 319 | 1 | % | |||||||||||||||||||||||||||||||
| Sales and marketing | 2,782 | 2,577 | 205 | 8 | % | 5,308 | 5,020 | 288 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Research and development | 2,958 | 1,965 | 993 | 51 | % | 5,608 | 3,404 | 2,204 | 65 | % | |||||||||||||||||||||||||||||||||||||
| IPR&D expense | — | 15,521 | (15,521) | (100) | % | — | 15,521 | (15,521) | (100) | % | |||||||||||||||||||||||||||||||||||||
| Intangible asset amortization | 157 | 66 | 91 | 138 | % | 242 | 132 | 110 | 83 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 16,591 | $ | 31,361 | $ | (14,770) | (47) | % | $ | 34,059 | $ | 46,659 | $ | (12,600) | (27) | % | |||||||||||||||||||||||||||||||
General and administrative expenses
General and administrative (“G&A”) expenses consist primarily of personnel-related expenses, stock-based compensation, professional fees, such as accounting and consulting fees, and corporate insurance.
G&A expenses decreased $0.5 million, or 5%, for the three months ended June 30, 2026 compared to the same period in 2025. The decrease for the three months ended June 30, 2026 is primarily driven by a decrease in stock compensation expenses compared to the same period during the prior year, partially offset by an increase in acquisition costs.
G&A expenses increased $0.3 million, or 1%, for the six months ended June 30, 2026 compared to the same period in 2025. The increase for the six months ended June 30, 2026 is primarily driven by an increase in acquisition and consultation costs compared to the same period during the prior year, partially offset by a decrease in stock compensation expenses.
Sales and marketing expenses
Sales and marketing (“S&M”) expenses consist primarily of personnel-related costs, stock-based compensation, consulting, advertising, and travel expense.
S&M expenses increased $0.2 million, or 8%, for the three months ended June 30, 2026. The increase for the three months ended June 30, 2026 is primarily due to an increase in consultation costs compared to the same period in the prior year.
S&M expenses increased $0.3 million, or 6%, for the six months ended June 30, 2026. The increase for the six months ended June 30, 2026 is primarily due to an increase in consultation and personnel expenses.
Research and development expenses
Research and development (“R&D”) expenses consist primarily of personnel-related costs, consulting, research supplies, and milestone expenses related to third-party research agreements.
R&D expenses increased $1.0 million, or 51%, for the three months ended June 30, 2026 compared to the same period in 2025. The increase for the three months ended June 30, 2026 is primarily driven by an increase in testing costs and personnel costs from an increase in headcount.
R&D expenses increased $2.2 million, or 65%, for the six months ended June 30, 2026 compared to the same period in 2025. The increase for the six months ended June 30, 2026 is primarily driven by an increase in personnel costs, including stock compensation, from an increase in headcount in addition to an increase in depreciation expense.
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IPR&D expense
IPR&D expense during the three and six months ended June 30, 2025 consists of the immediate $15.5 million expense of the IPR&D asset we acquired in the PanTHERA Transaction. For additional information on the details of the PanTHERA Transaction, see Item I, Note 2: Acquisition within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Intangible asset amortization expense
Intangible asset amortization expense consists of charges related to the amortization of intangible assets associated with the acquisitions in which we acquired definite-lived intangible assets.
Other income
Total other income for the three and six months ended June 30, 2026 and 2025 was composed of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Interest income, net | 994 | 684 | $ | 310 | (45) | % | $ | 2,035 | $ | 1,365 | $ | 670 | 49 | % | |||||||||||||||||||||||||||||||||
| Other income | 63 | 247 | $ | (184) | (74) | % | 242 | 349 | (107) | (31) | % | ||||||||||||||||||||||||||||||||||||
| Total other income, net | $ | 1,057 | $ | 931 | $ | 126 | (14) | % | $ | 2,277 | $ | 1,714 | $ | 563 | 33 | % | |||||||||||||||||||||||||||||||
Interest income, net
Interest income, net incurred during the three and six months ended June 30, 2026 related primarily to the Term Loan (as defined in Note 12: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) and indirect tax liabilities. We also earn interest on cash held in our money market account and available-for-sale securities. The increase in our interest income, net during the three and six months ended June 30, 2026 can be attributed to the increases in interest income from our available-for-sale securities compared to the same periods in 2025 in addition to the maturity of our long-term debt balance during the three months ended June 30, 2026, decreasing interest expenses when compared to the same periods in 2025.
Other income
Other income consists of various non-cash income and expenses, primarily reflecting activity in the accretion or amortization of our available-for-sale securities and other investments. The decrease in other income during the three and six months ended June 30, 2026 is primarily due to a decreased amount of accretion of our available-for-sale securities investments compared to the same periods in the prior year.
Liquidity and capital resources
On June 30, 2026 and December 31, 2025, we had $113.1 million and $120.2 million in cash, cash equivalents, and available-for-sale securities, respectively.
On July 21, 2026, we entered into the Merger Agreement with Repligen, Merger Sub 1, and Merger Sub 2, pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of our outstanding shares of Common Stock, for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. In connection with the Merger Agreement, we could be required to pay a termination fee of approximately $59.0 million under specified circumstances in the Merger Agreement. We do not believe that if we were required to pay such termination fee that these restrictions would prevent us from meeting our ongoing costs of operations, working capital
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needs, or capital expenditure requirements. For additional information on the Merger Agreement, see Note 18: Subsequent events within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
On June 1, 2026 our Term Loan (as defined in Note 12: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) matured and the Company paid in full the remaining principal balance on the Term Loan in addition to a balloon payment of $1.2 million.
On October 6, 2025, we consummated the SAVSU Divestiture. In connection with the closing of the transaction, we received net proceeds of $23.9 million, including a $2.5 million indemnity holdback which we expect to receive in full one year after the closing date. We also incurred additional expenses related to the SAVSU Divestiture, including $1.5 million to the brokers, attorneys, and other external parties for legal and other transaction services. We also recognized $1.3 million in stock compensation expense in connection with the acceleration of unvested shares for all former employees that remained with SAVSU upon the closing of this transaction in addition to providing a retention bonus for all former employees of $0.5 million. For additional information on the SAVSU Divestiture, see Note 3: Discontinued operations within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
On April 4, 2025, we consummated the PanTHERA Transaction. The aggregate purchase price of the acquisition was $16.8 million, which included $11.5 million in cash and 213,360 shares of our common stock. Additionally, pursuant to the PanTHERA Purchase Agreement, the PanTHERA Sellers are eligible to receive up to $7.2 million in cash or equivalent shares of the Company's common stock (as elected by the PanTHERA Sellers) over a three-year earnout period upon the achievement of certain revenue targets based on our earnings derived from the acquired IRI GEN 2 cryopreservation technology in addition to the achievement of an operational milestone within the first year of the earnout period. For additional information on the PanTHERA Transaction, see Item I, Note 2: Acquisition within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Based on our current expectations with respect to our future revenue and expenses, we believe that our current level of cash, cash equivalents, and other liquid assets will be sufficient to meet our liquidity needs for at least the next twelve months from the date of the filing of this Quarterly Report on Form 10-Q and for the foreseeable future. However, we may choose to raise additional capital through a debt or equity financing for strategic purposes. Additional capital, if required, may not be available on reasonable terms, if at all.
Cash flows
| Six Months Ended June 30, | |||||||||||||||||
| (In thousands) | 2026 | 2025 | $ Change | ||||||||||||||
| Operating activities | $ | 5,857 | $ | 9,095 | $ | (3,238) | |||||||||||
| Investing activities | (3,409) | (66,709) | 63,300 | ||||||||||||||
| Financing activities | (11,489) | (5,870) | (5,619) | ||||||||||||||
| Net decrease in cash and cash equivalents | $ | (9,041) | $ | (63,484) | $ | 54,443 | |||||||||||
Net cash provided by operating activities
Net cash provided by operating activities was $5.9 million during the six months ended June 30, 2026 compared to $9.1 million provided by operating activities during the six months ended June 30, 2025. The decrease in net cash provided by operating activities was primarily due to the timing of collection and disbursement of working capital related items in accounts receivable, inventories, and accrued expenses.
Net cash used in investing activities
Net cash used in investing activities totaled $3.4 million during the six months ended June 30, 2026 compared to $66.7 million used in investing activities for the six months ended June 30, 2025. The decrease in net cash used in investing activities was primarily driven by a decrease of $28.9 million in purchases of our investments in available-for-sale marketable securities compared to the same period in the prior year and the $10.2 million in cash we invested in the prior year on the IPR&D asset of PanTHERA. There was additionally an increase of $20.2 million in maturities of available-for-sale securities, providing a greater offset to purchases of available for sale securities than in the prior year.
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Net cash used in financing activities
Net cash used in financing activities totaled $11.5 million during the six months ended June 30, 2026, compared to $5.9 million used in financing activities during the six months ended June 30, 2025. The increase in net cash used in financing activities was primarily the result of our election to cover minimum statutory tax withholding obligations for the vesting of share based awards in cash rather than through sell-to-cover transactions. This used $6.7 million in cash compared to the prior year. For additional information on our election, see Note 13: Stock-based compensation within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Contractual obligations
Our material cash requirements include contractual and other obligations which we previously disclosed within the financial statements and Management Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report. Other than the contractual obligation listed below, there have been no significant changes to these obligations in the three months ended June 30, 2026.
Purchase obligations
Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of June 30, 2026, our total short-term obligations were $16.3 million.
Item 3. Quantitative and qualitative disclosures about market risk
For information regarding our exposure to certain market risks, see Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to our market risk exposure during the three months ended June 30, 2026.
Item 4. Controls and procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, we implemented the NetSuite Design-to-Build module which allowed us to 1) automate our tracking of inventory quantity and valuation of inventory under the weighted-average costing method and 2) streamline our purchasing and manufacturing procedures across product lines.
There were no other changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that would have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Control
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period
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covered by this report, that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met.
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PART II: Other information
Item 1. LEGAL PROCEEDINGS
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
Item 1A. RISK FACTORS
There have been no material changes to the risk factors described in Part I, Item 1A of our Annual Report.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
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Item 6. Exhibits
| Exhibit No. | Description | |||||||
| 2.1* | Agreement and Plan of Merger, dated July 21, 2026, by and among BioLife Solutions, Inc., Repligen Corporation, Bravo Merger Sub I, Inc., and Bravo Merger Sub II, LLC. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 22, 2026). | |||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | |||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | |||||||
32.1# | Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
32.2# | Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS** | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | |||||||
| # | The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report on Form 10-Q), unless the Company specifically incorporates the foregoing information into those documents by reference. | |||||||
| * | Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any omitted exhibits and schedules to the SEC upon its request; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished. | |||||||
| ** | In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Quarterly Report on Form 10-Q for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOLIFE SOLUTIONS, INC. | |||||
Date: August 6, 2026 | /s/ Troy Wichterman | ||||
| Troy Wichterman | |||||
| Chief Financial Officer | |||||
| (Duly authorized officer and principal financial and accounting officer) | |||||
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