BioLife Solutions terminates resale stock offerings

The surviving Repligen subsidiary was renamed BioLife Solutions, LLC after the two mergers.

Rhea-AI Filing Summary

BioLife Solutions, Inc. (BLFS) deregistered all securities that remained unsold or otherwise unissued as of October 6, 2026, under a resale registration statement that previously covered up to 927,165 shares of common stock. The company terminated all offerings under the statement and its effectiveness.

A two-step merger completed October 6, 2026, with a Repligen subsidiary surviving as a direct, wholly owned subsidiary of Repligen and renamed BioLife Solutions, LLC.

Key Figures

Previously registered for resale: Up to 927,165 shares Common stock par value: $0.001 per share Merger completion date: October 6, 2026 +1 more

4 metrics

Previously registered for resale Up to 927,165 shares Common stock under the resale registration statement

Common stock par value $0.001 per share Common stock covered by the prior registration statement

Merger completion date October 6, 2026 Date the two mergers were completed

Merger agreement date July 21, 2026 Date of the Agreement and Plan of Merger

Key Terms

Post-Effective Amendment, Shelf Registration Statement, deregistration, resale

4 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 relates to the Shelf Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Shelf Registration Statement regulatory

"Shelf Registration Statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

deregistration regulatory

"DEREGISTRATION OF SECURITIES"

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

resale financial

"pertaining to the resale from time to time"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to BLFS’s resale registration statement?

BioLife Solutions terminated all offerings under the statement and removed securities that remained unsold or otherwise unissued as of October 6, 2026. The statement’s effectiveness was terminated.

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

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Available on EDGAR 10/06/2026 - 05:20 PM Accepted by SEC EDGAR 10/06/2026 - 04:01 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 6, 2026

Registration No. 333-275645

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-275645

UNDER

THE SECURITIES ACT OF 1933

BioLife Solutions, Inc.

(BioLife Solutions, LLC, as successor by merger to BioLife Solutions, Inc.)

(Exact name of registrant as specified in its charter)

Delaware		94-3076866
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021

(425) 402-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

George Scott

President, BioLife Solutions, LLC

c/o Repligen Corporation

41 Seyon Street, Bldg. 1, Suite 100

Waltham, MA

(781) 250-0111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stuart M. Cable

Jacqueline Mercier

Tevia K. Pollard

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Telephone: (617) 570-1000

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Shelf Registration Statement on Form S-3 (No. 333-275645) (the “Registration Statement”) previously filed by BioLife Solutions, Inc., a Delaware corporation (the “Registrant”), with the U.S. Securities and Exchange Commission on November 17, 2023, as amended on November 30, 2023, pertaining to the resale from time to time of up to 927,165 shares of the Registrant’s common stock, par value $0.001 per share, and removes from registration all securities previously registered under the Registration Statement that have not been sold or otherwise issued as of the date hereof.

On October 6, 2026, (a) Bravo Merger Sub I, Inc. (“Merger Sub I”), a Delaware corporation and wholly owned subsidiary of Repligen Corporation, a Delaware corporation (“Repligen”), merged with and into the Registrant (the “First Merger”) with the Registrant surviving the First Merger as a direct, wholly owned subsidiary of Repligen (the “Surviving Company”), and (b) immediately following the First Merger, the Surviving Company merged with and into Bravo Merger Sub II (“Merger Sub II”), a Delaware limited liability company and a wholly owned subsidiary of Repligen (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a direct, wholly owned subsidiary of Repligen, and renamed “BioLife Solutions, LLC.” The Mergers were consummated pursuant to that certain Agreement and Plan of Merger, dated as of July 21, 2026, by and among the Registrant, Repligen, Merger Sub I and Merger Sub II.

As a result of the Mergers, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statement. In accordance with undertakings made by Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Registrant’s securities that had been registered under the Registration Statement which remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration any and all such securities of the Registrant registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant terminates the effectiveness of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington on October 6, 2026.

BIOLIFE SOLUTIONS, LLC, as successor by merger to BioLife Solutions, Inc.
By:		/s/ George Scott
Name:		George Scott
Title:		President and Authorized Person

No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.