BioLife Solutions SEC filings document material-event disclosures for a Nasdaq-listed life sciences supplier focused on cell processing tools and services for cell and gene therapy. Recent 8-K filings cover unaudited financial results, continuing-operations performance, operational highlights, and Regulation FD investor presentations describing the company’s bioproduction products and CGT market focus.
The filing record also includes governance and corporate-administration disclosures, including stockholder voting results from the annual meeting, director elections, advisory executive compensation votes, auditor ratification, and an officer retirement notice. These filings frame the company’s public reporting around operating results, product-market disclosures, governance matters, and executive-level changes.
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.
BIOLIFE SOLUTIONS INC (BLFS) is the subject of an amended Schedule 13G filing in which T. Rowe Price Investment Management, Inc. reports beneficial ownership of 3,665,965 shares of BLFS common stock, representing 7.5% of the class, as of August 31, 2026.
T. Rowe Price Investment Management, Inc., a Maryland entity, reports sole voting and sole dispositive power over all 3,665,965 shares and no shared voting or dispositive power. The filer states that the filing should not be construed as an admission that it is the beneficial owner of these securities and explicitly denies such beneficial ownership.
BIOLIFE SOLUTIONS INC (symbol: BLFS) is the issuer of record for a Form DEFM14A filing submitted to the SEC.
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.
BioLife Solutions reported strong second‑quarter 2026 results, with revenue of $28.5 million, up 21% from Q2 2025, and six‑month revenue of $56.0 million, up 23%. GAAP gross margin was 64% and non‑GAAP adjusted gross margin 65%. Q2 GAAP operating income reached $1.7 million, with adjusted operating income of $3.1 million.
GAAP net income from continuing operations was $45.1 million, versus a $15.3 million loss a year earlier, driven largely by a $42.4 million non‑cash income tax benefit from releasing a valuation allowance. Non‑GAAP adjusted net income was $4.2 million, and adjusted EBITDA was $7.4 million, or 26% of revenue.
As of June 30, 2026, cash, cash equivalents and marketable securities totaled $113.1 million, and shareholders’ equity was $420.0 million. BioLife also entered a definitive agreement for Repligen to acquire the company for an enterprise value of approximately $1.5 billion, paying $11.25 in cash plus 0.1442 Repligen shares per BioLife share, with closing expected in the fourth quarter of 2026 subject to BioLife stockholder, regulatory and other customary approvals.
Repligen Corporation entered into an Agreement and Plan of Merger to acquire all outstanding shares of BioLife Solutions common stock. Each BioLife share will be exchanged for $11.25 in cash plus 0.1442 shares of Repligen common stock, on a per-share basis, subject to the conditions in the merger agreement.
The transaction is described as a strategic combination in the fast-growing cell therapy market and remains subject to regulatory and BioLife stockholder approvals, with closing expected in the fourth quarter of 2026. Repligen plans to file a registration statement on Form S-4 containing a joint proxy statement/prospectus, which BioLife stockholders are urged to read when available because it will contain important information about the deal and the parties.
BioLife Solutions, Inc. describes progress on its pending merger into Repligen Corporation. Under a July 21, 2026 Agreement and Plan of Merger, BioLife will first merge with a Repligen subsidiary and become a wholly owned Repligen subsidiary, followed by a second merger into another Repligen subsidiary.
The company reports that on August 3, 2026 its management distributed an internal email linking to a video from Repligen’s CEO introducing Repligen and discussing anticipated benefits of combining, including expectations for growth in the cell therapy market. The email and video transcript are furnished as exhibits under Regulation FD.
Management statements emphasize that the transaction remains subject to regulatory clearances and BioLife stockholder approval and is expected to close later this year in the fourth quarter. Extensive forward-looking language outlines potential benefits such as anticipated synergies and accretion, as well as risks related to approvals, integration, market conditions, potential legal proceedings and dilution at Repligen. Investors are directed to an upcoming Form S-4 registration statement and joint proxy statement/prospectus for detailed terms.
Repligen Corporation has agreed to acquire BioLife Solutions (BLFS) under a Merger Agreement in which BioLife stockholders will receive $11.25 in cash plus 0.1442 Repligen shares per BioLife share, valuing BioLife at $31 per share and an approximate $1.5 billion enterprise value. Consideration is expected to be about 36% cash and 64% Repligen stock, with roughly $564 million funded from Repligen’s cash and an issuance of 7.2 million Repligen shares, subject to regulatory approvals and a BioLife shareholder vote.
BioLife generated $96 million of 2025 revenue with 29% pro forma growth, driven mainly by its CryoStor cryopreservation media, which represents 80%–85% of revenue; 98% of revenue comes from recurring consumables and 46% from commercial therapies. Repligen highlights at least $20 million of year-one synergies, rising to over $30 million in year two, and projects the deal to be accretive to adjusted EPS by at least $0.05 in year one and more than $0.25 in year two.
Management expects the combination to accelerate growth in the cell-therapy market, where commercial demand is forecast to grow at a 23% CAGR through the decade. Repligen plans to retain more than $300 million of pro forma cash at closing and targets at least high single-digit medium-term ROIC on the transaction.
BioLife Solutions agreed to be acquired by Repligen in a cash-and-stock deal valuing BioLife at $31.00 per share, consisting of $11.25 in cash plus 0.1442 shares of Repligen common stock per BioLife share, for an enterprise value of approximately $1.5 billion.
Consideration will be about 36% cash and 64% stock and follows unanimous board approvals. Closing is targeted for the fourth quarter of 2026, subject to BioLife stockholder approval, antitrust clearances under the HSR Act, SEC effectiveness of Repligen’s Form S-4, Nasdaq listing of new Repligen shares and other customary conditions; a $59 million termination fee may be payable by BioLife in specified circumstances.
BioLife reported preliminary second-quarter 2026 revenue of $28.5 million, up 21% from $23.4 million a year earlier, while Repligen expects about 12% total and 13% organic revenue growth. Repligen projects at least $20 million of year-one cost synergies and accretion to adjusted earnings per share of at least $0.05 in year one and $0.25 in year two.
Repligen Corporation has agreed to acquire BioLife Solutions through a cash-and-stock merger. Under the Merger Agreement, each outstanding share of BioLife common stock will be exchanged for $11.25 in cash plus 0.1442 shares of Repligen common stock, on a per‑share basis, subject to customary closing conditions.
The combination remains subject to regulatory approvals, approval by BioLife stockholders and other conditions specified in the Merger Agreement. The companies highlight expected strategic and financial benefits but also outline risks, including potential failure to obtain approvals, integration challenges, market conditions and the dilutive impact of new Repligen shares to be issued. Repligen plans to file a Form S‑4 registration statement containing a joint proxy statement/prospectus for BioLife stockholders.