BioLife clears antitrust step in $11.25 cash-stock merger

Expiration of the HSR antitrust waiting period removes a key regulatory condition for BioLife’s pending cash-and-stock acquisition.

Rhea-AI Filing Summary

BioLife Solutions, Inc. (BLFS) reports progress on its previously announced acquisition by a larger life sciences company pursuant to a Merger Agreement under which BioLife stockholders are expected to receive $11.25 in cash and 0.1442 shares of the acquirer’s common stock per BioLife share, subject to closing. The transaction is structured as a two-step merger, leaving BioLife as a wholly owned subsidiary before a follow-on merger into another acquisition vehicle. A key condition has now advanced: the Hart-Scott-Rodino antitrust waiting period expired at 11:59 p.m. Eastern Time on September 3, 2026. Completion of the mergers still depends on remaining customary conditions, including adoption of the Merger Agreement by BioLife stockholders at a special meeting to be held remotely on October 5, 2026 at 9:00 a.m. Eastern Time.

Positive

• HSR antitrust waiting period has expired, clearing a major regulatory condition for closing the cash-and-stock acquisition of BioLife Solutions.
• BioLife stockholders are expected to receive a fixed mix of $11.25 cash plus 0.1442 shares of the acquirer’s stock for each BioLife share upon completion.

Negative

• None.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Cash consideration per BioLife share: $11.25 per share Stock consideration per BioLife share: 0.1442 shares HSR waiting period expiration time: 11:59 p.m. Eastern Time +3 more

6 metrics

Cash consideration per BioLife share $11.25 per share Cash portion of merger consideration for each share of BioLife common stock

Stock consideration per BioLife share 0.1442 shares Shares of the acquirer’s common stock to be issued per BioLife share in the merger

HSR waiting period expiration time 11:59 p.m. Eastern Time Time on September 3, 2026 when the Hart-Scott-Rodino waiting period expired

HSR waiting period expiration date September 3, 2026 Date U.S. antitrust waiting period for the mergers expired

Special meeting date October 5, 2026 Date of BioLife’s special stockholder meeting to consider adoption of the Merger Agreement

Special meeting time 9:00 a.m. Eastern Time Time of the remote special meeting of BioLife stockholders

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, forward-looking statements, Registration Statement on Form S-4, proxy statement/prospectus, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"the required waiting period applicable to the consummation of the Mergers under the Hart-Scott-Rodino"

forward-looking statements regulatory

"are hereby identified as, forward-looking statements for purposes of the safe harbor"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Registration Statement on Form S-4 regulatory

"the Registration Statement on Form S-4, as amended, filed by Repligen with the SEC"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"which contains a proxy statement of BioLife and a prospectus of Repligen"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

emerging growth company regulatory

"Emerging growth company o o Item 8.01 Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What merger consideration will BLFS stockholders receive if the acquisition closes?

Each BioLife Solutions (BLFS) share is expected to be converted into $11.25 in cash and 0.1442 shares of the acquirer’s common stock, per the Merger Agreement, if the mergers are completed.

What new milestone did BioLife Solutions (BLFS) announce regarding its merger?

BioLife announced that the Hart-Scott-Rodino antitrust waiting period expired at 11:59 p.m. Eastern Time on September 3, 2026, satisfying a key U.S. antitrust condition for closing the mergers.

Is the BioLife Solutions (BLFS) merger now guaranteed to close?

No. While the HSR waiting period has expired, completion of the mergers still depends on other customary closing conditions, including adoption of the Merger Agreement by BioLife stockholders and satisfaction or waiver of remaining conditions.

When is the BLFS stockholder vote on the merger scheduled?

The special meeting of BioLife Solutions stockholders to consider adoption of the Merger Agreement is scheduled to be held by remote communication on October 5, 2026 at 9:00 a.m. Eastern Time.

Where can BLFS investors find detailed information about the merger terms?

Detailed information is contained in a Registration Statement on Form S-4, including a proxy statement/prospectus for BioLife stockholders, filed with the SEC and available free of charge from the SEC and the companies’ websites.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 05:22 PM Accepted by SEC EDGAR 09/09/2026 - 05:21 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2026

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36362

94-3076866

(State or other jurisdiction of  incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3303 Monte Villa Parkway,

Bothell, WA 98021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (425) 402-1400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of exchange on which registered
Common Stock, par value $0.001 per share			BLFS			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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

Item 8.01    Other Events.

As previously disclosed, on July 21, 2026, BioLife Solutions, Inc., a Delaware corporation (“BioLife”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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 (“BioLife 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, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, Merger Sub 1 will be merged with and into BioLife (the “First Merger”), with BioLife 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.

The completion of the Mergers is conditioned upon, among other things, the expiration or termination of the required waiting period applicable to the consummation of the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”). The HSR Waiting Period expired at 11:59 p.m., Eastern Time, on September 3, 2026.

The completion of the Mergers remains subject to the satisfaction of other customary closing conditions specified in the Merger Agreement, including the adoption of the Merger Agreement by BioLife’s stockholders. As previously disclosed, the special meeting of BioLife stockholders to consider adoption of the Merger Agreement has been scheduled to be held by means of remote communication on October 5, 2026 at 9:00 a.m. Eastern Time.

Cautionary Statement Regarding Forward-Looking Statements

Statements included in this communication, which are not historical in nature or do not relate to current facts, are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provisions of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on, among other things, Repligen management’s and BioLife management’s beliefs, assumptions, current expectations, estimates and projections about the economy and Repligen and BioLife, as applicable, and the industries in which Repligen and BioLife operate. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements include statements regarding, among other things, the expected benefits of the Mergers and Repligen’s ability to recognize the benefits of the Mergers; the expected timing of the completion of the Mergers and the satisfaction of the conditions to the completion of the Mergers, including the adoption of the Merger Agreement by BioLife’s stockholders at the special stockholder meeting. Repligen and BioLife caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against Repligen or BioLife; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect Repligen following the Mergers, or the expected benefits of the Mergers); the failure to obtain BioLife stockholder approval or to satisfy any of the other conditions to the Mergers on a timely basis or at all; the possibility that the anticipated benefits of the Mergers, including anticipated synergies, financial impact and revenue growth, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Repligen and BioLife do business; the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position; the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications; the possibility that the Mergers may be more expensive to complete than anticipated; diversion of BioLife and Repligen management’s attention from ongoing business operations and opportunities; potential adverse

reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Mergers; risks relating to the potential dilutive effect of shares of Repligen common stock to be issued in the Mergers and other factors that may affect future results of Repligen. Additional factors that could cause results to differ materially from those described above can be found in Repligen’s Annual Report on Form 10-K for the year ended December 31, 2025, Repligen’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, BioLife’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended by BioLife’s Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”), on April 28, 2026 (collectively, the “BioLife 2025 Form 10-K”), BioLife’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, in each issuer’s respective Current Reports on Form 8-K, the Registration Statement on Form S-4, as amended, filed by Repligen with the SEC, in the form in which it became effective on September 4, 2026 (the “Registration Statement”), and in other documents Repligen and BioLife file with the SEC, which are available on the SEC’s website at www.sec.gov. Repligen and BioLife caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen and BioLife each disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Important Additional Information and Where to Find It

In connection with the Mergers, Repligen filed the Registration Statement, which contains a proxy statement of BioLife and a prospectus of Repligen (the “proxy statement/prospectus”), and each of Repligen and BioLife may file with the SEC other relevant documents regarding the Mergers. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY REPLIGEN AND BIOLIFE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REPLIGEN, BIOLIFE AND THE MERGERS. A definitive copy of the proxy statement/prospectus will be mailed to BioLife stockholders. Investors and security holders are able to obtain the Registration Statement and the proxy statement/prospectus, as well as other filings containing information about Repligen and BioLife, free of charge from Repligen or BioLife or from the SEC’s website. The documents filed by Repligen with the SEC may be obtained free of charge at Repligen’s website, at www.repligen.com, or by requesting them by mail at Repligen Corporation, 41 Seyon Street Building 1, Suite 100 Waltham, Massachusetts 02453, Attention: Corporate Secretary. The documents filed by BioLife with the SEC may be obtained free of charge at BioLife’s website, at www. biolifesolutions.com, or by requesting them by mail at BioLife Solutions, Inc., 3303 Monte Villa Parkway, Suite 310, Bothell, WA 98021, Attention: Corporate Secretary. The information included on Repligen’s and BioLife’s websites is not incorporated by reference into this communication.

Participants in the Solicitation

Repligen and BioLife and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BioLife in respect of the Mergers. Information about Repligen’s directors and executive officers is available in Repligen’s proxy statement, dated April 2, 2026, for its 2026 Annual Meeting of Stockholders, and other documents filed by Repligen with the SEC. Information about BioLife’s directors and executive officers is available in the BioLife 2025 Form 10-K, in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by BioLife’s directors and executive officers, the Registration Statement and other documents filed by BioLife with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and in other relevant materials filed with the SEC regarding the Mergers. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Repligen or BioLife as indicated above.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BioLife Solutions, Inc.
Date: September 9, 2026			By:			/s/ Troy Wichterman
						Name: Troy Wichterman
						Title: Chief Financial Officer

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