BIOLIFE SOLUTIONS INC

Previous wording

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 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.

Current wording

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.

Previous wording

On April 17, 2024, the Company sold all of the issued and outstanding shares of common stock of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”) to GCI Holdings Company, LLC, an Ohio limited liability company (“GCI Holdings”), pursuant to a Stock Purchase Agreement (the “Global Cooling Purchase Agreement”), dated April 17, 2024, by and between the Company and GCI Holdings (the “Global Cooling Divestiture”). Upon the execution of the Global Cooling Purchase Agreement, the Global Cooling business is presented in the accompanying condensed financial statements as a discontinued operation for all periods presented. See Item I, Note 2: Discontinued operations, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details regarding the Global Cooling Divestiture.

Current wording

On April 17, 2024, the Company sold all of the issued and outstanding shares of common stock of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”) to GCI Holdings Company, LLC, an Ohio limited liability company (“GCI Holdings”), pursuant to a Stock Purchase Agreement, dated April 17, 2024 (the “Global Cooling Purchase Agreement”), by and between the Company and GCI Holdings (the “Global Cooling Divestiture”). Upon the execution of the Global Cooling Purchase Agreement, the Global Cooling business is presented in the accompanying Condensed Financial Statements as a discontinued operation for all periods presented. See Item I, Note 3: Discontinued operations, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details regarding the Global Cooling Divestiture.

Previous wording

On November 12, 2024, the Company entered into a Stock Purchase Agreement (the “SciSafe Purchase Agreement”), by and among the Company, Subzero Purchaser Corp., a Delaware corporation (“SciSafe Buyer”), SciSafe, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“SciSafe Seller”), and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company (“SciSafe”), for the sale by SciSafe Seller of all of the issued and outstanding shares of common stock of SciSafe to SciSafe Buyer. Upon the execution of the SciSafe Purchase Agreement, the SciSafe business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented. The Company dissolved SciSafe Seller on November 12, 2024 (the “SciSafe Dissolution”). See Item I, Note 2: Discontinued operations, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details regarding the SciSafe Divestiture.

Current wording

On November 12, 2024, the Company entered into a Stock Purchase Agreement (the “SciSafe Purchase Agreement”), by and among the Company, Subzero Purchaser Corp., a Delaware corporation (“SciSafe Buyer”), SciSafe, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“SciSafe Seller”), and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company (“SciSafe”), for the sale by SciSafe Seller of all of the issued and outstanding shares of common stock of SciSafe to SciSafe Buyer (the "SciSafe Divestiture"). Upon the execution of the SciSafe Purchase Agreement, the SciSafe business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented. The Company dissolved SciSafe Seller on November 12, 2024. See Item I, Note 3: Discontinued operations, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details regarding the SciSafe Divestiture.

Previous wording

On November 14, 2024, the Company entered into a Stock Purchase Agreement (the “CBS Purchase Agreement”), by and among the Company, Standex International Corporation, a Delaware corporation (“CBS Buyer”), and Arctic Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (doing business as Custom Biogenic Systems, or “CBS”), for the sale by the Company of all of the issued and outstanding shares of common stock (the “CBS Shares”) of CBS to CBS Buyer (the “CBS Divestiture”). Upon the execution of the CBS Purchase Agreement, the CBS business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented. See Item I, Note 2: Discontinued operations, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details regarding the CBS Divestiture.

Current wording

“CBS”), for the sale by the Company of all of the issued and outstanding shares of common stock (the “CBS Shares”) of CBS to CBS Buyer (the “CBS Divestiture”). Upon the execution of the CBS Purchase Agreement, the CBS business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented. See Item I, Note 3: Discontinued operations, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details regarding the CBS Divestiture.

Previous wording

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”), 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 all of the issued and outstanding shares of common stock of PanTHERA from the Sellers (the “PanTHERA Transaction”). The acquisition of PanTHERA was considered a subsequent event to the financial results presented as of March 31, 2025. For additional information on the acquisition of PanTHERA see Note 19: Subsequent events.

Current wording

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 all of the issued and outstanding shares of common stock of PanTHERA from the Sellers (the “PanTHERA Transaction”). For additional information on the PanTHERA Transaction, see Item I, Note 2: Acquisitionto the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Previous wording

◦Human platelet lysate media (“hPL”), cryogenic vials, and automated cell-processing fill machines

Current wording

◦Human platelet lysate media (“hPL”), cryogenic vials and rigid containers, and automated cell-processing fill machines

Previous wording

Total revenue for the three months ended March 31, 2025 and 2024 consisted of the following:

Current wording

Total revenue for the three and six months ended June 30, 2025 and 2024 consisted of the following:

Previous wording

Product revenue was $22.3 million for the three months ended March 31, 2025, representing an increase of $5.6 million, or 33%, compared with the same period in 2024. The increase in product revenues for the three months ended March 31, 2025 is largely driven by an increase in customer demand for our cell processing products compared to the same period in the prior year.

Current wording

Product revenue was $23.7 million for the three months ended June 30, 2025, representing an increase of $5.6 million, or 31%, compared with the same period in 2024, and was $46.0 million for the six months ended June 30, 2025, representing an increase of $11.2 million, or 32%, compared with the same period in 2024. The increase in product revenues for the three and six months ended June 30, 2025 is largely driven by an increase in customer demand for our cell processing products compared to the same periods in the prior year.

Previous wording

Product revenue from our cell processing products increased by $5.4 million, or 33%, during the three months ended March 31, 2025, compared with the same period in 2024. The increase in revenue from cell processing products is driven by an overall market improvement compared to the prior year when our customers reduced safety stock levels. During the three months ended March 31, 2024, our revenues were impacted by our customers' reduction in purchases. This trend of reduced safety stock abated after our second quarter of 2024. Our largest customers additionally increased demand of purchases during the three months ended March 31, 2025 when compared to the same period in 2024.

Current wording

Product revenue from our cell processing products increased by $5.0 million and $10.3 million, or 28% and 30%, during the three and six months ended June 30, 2025, respectively, compared with the same periods in 2024. The increase in revenue from cell processing products is driven by an overall market improvement compared to the prior year when our customers reduced safety stock levels. During the six months ended June 30, 2024, our revenues were impacted by our customers' reduction in purchases. This trend of reduced safety stock abated after our second quarter of 2024. Our largest customers additionally increased demand of purchases during the three and six months ended June 30, 2025 when compared to the same period in 2024.

Previous wording

Product revenue from our evo and Thaw products increased by $0.2 million, or 30%, during the three months ended March 31, 2025, compared with the same period in 2024. The increase in the three months ended March 31, 2025 is primarily due to new customer acquisitions when compared to the same period in 2024.

Current wording

Product revenue from our evo and Thaw products increased by $0.6 million and $0.8 million, or 366% and 110%, during the three and six months ended June 30, 2025, respectively, compared with the same periods in 2024. The increase in the three months ended June 30, 2025 is primarily due to new customer acquisitions and an increase in demand on both our evo and Thaw products compared to the same period in 2024. The increase during the six months ended June 30, 2025 is primarily due to an increase in demand on our Thaw products compared to the same period in 2024.

Previous wording

Service revenues, which are primarily generated from various customer service agreements to provide warranty and other engineering services, were an immaterial portion of our total revenues earned during the three months ended March 31, 2025 and 2024.

Current wording

Service revenues, which are primarily generated from various customer service agreements to provide warranty and other engineering services, were an immaterial portion of our total revenues earned during the three and six months ended June 30, 2025 and 2024.

Previous wording

Total costs and operating expenses for three months ended March 31, 2025 and 2024 were composed of the following:

Current wording

Total costs and operating expenses for three and six months ended June 30, 2025 and 2024 were composed of the following:

Previous wording

Cost of product, rental, and service revenue increased $2.0 million, or 32%, for the three months ended March 31, 2025, compared to the same period in 2024. The increase during the three months ended March 31, 2025 is due primarily to increases in sales across multiple product lines compared to the same period in the prior year.

Current wording

Cost of product, rental, and service revenue increased $2.5 million, or 38%, for the three months ended June 30, 2025 compared to the same period in 2024, and increased $4.4 million, or 35%, for the six months ended June 30, 2025 compared to the same period in 2024. The increase during the three and six months ended June 30, 2025 is due primarily to increases in sales across multiple product lines compared to the same period in the prior year.

Previous wording

Cost of revenue inclusive of intangible amortization related to acquired technology was 37% as a percentage of revenue for both the three months ended March 31, 2025 and 2024. Although cost of revenue inclusive of intangible amortization was consistent between the three months ended March 31, 2025 and 2024, costs of materials, labor, and overhead were higher in the current period than in the prior year period due to increased sales of our biopreservation media product line, all offset by lower depreciation, intangible amortization, and warranty expenses.

Current wording

Cost of revenue inclusive of intangible amortization related to acquired technology was 38% and 37% as a percentage of revenue for the three and six months ended June 30, 2025, respectively, and 36% for both the three and six months ended June 30, 2024. The increase in cost of revenue inclusive of intangible amortization related to acquired technology for the three and six months ended June 30, 2025 compared to the same periods in the prior year is primarily driven by a less favorable product mix in sales. We experienced more significant increases in sales in lower margin products that offset the increases in sales we experienced in our higher margin biopreservation media product line.

Previous wording

Sales and marketing expenses (“S&M”) consist primarily of personnel-related costs, stock-based compensation, consulting, advertising, and travel expense.

Current wording

Sales and marketing (“S&M”) expenses consist primarily of personnel-related costs, stock-based compensation, consulting, advertising, and travel expense.

Previous wording

S&M expense for the three months ended March 31, 2025 increased $0.2 million, or 9%, compared with the same period in 2024. The increase is primarily due to an increase in marketing materials expenses and salaries compared to the same period in the prior year.

Current wording

S&M expenses increased $0.2 million, or 10%, for the three months ended June 30, 2025, and increased $0.5 million, or 10%, for the six months ended June 30, 2025 compared to the same periods in 2024. The increase for the three and six months ended June 30, 2025 is primarily due to an increase in marketing materials expenses and salaries compared to the same periods in the prior year.

Previous wording

Total other income for the three months ended March 31, 2025 and 2024 was composed of the following:

Current wording

Total other income (expense) for the three and six months ended June 30, 2025 and 2024 was composed of the following:

Previous wording

Interest expense, net incurred during the three months ended March 31, 2025 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) obtained in September 2022 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 months ended March 31, 2025 can be attributed to the increases in interest income from our available-for-sale securities compared to the same period in 2024.

Current wording

Interest income (expense), net incurred during the three and six months ended June 30, 2025 related primarily to the Term Loan (as defined in Note 13: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) obtained in September 2022 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 (expense), net during the three and six months ended June 30, 2025 can be attributed to the increases in interest income from our available-for-sale securities compared to the same periods in 2024 in addition to decreases in our long-term debt balance, decreasing interest expenses when compared to the same periods in 2024.

Previous wording

On March 31, 2025 and December 31, 2024, we had $107.6 million and $109.2 million in cash, cash equivalents, and available-for-sale securities, respectively, in our continuing operations.

Current wording

On June 30, 2025 and December 31, 2024, we had $100.2 million and $109.2 million in cash, cash equivalents, and available-for-sale securities, respectively, in our continuing operations.

Previous wording

On April 17, 2024, we consummated the Global Cooling Divestiture. In connection with the closing of this transaction, we provided $6.7 million in cash funding to effectuate this transaction and paid $0.6 million to the brokers, attorneys, and other external parties. In addition, we recognized $6.1 million in cash expenditures from operations during the third quarter of 2024 to meet certain post-closing requirements, costs to sell Global Cooling, the assumption of certain liabilities and debt, and severance expenses related to the Reduction in Force ("RIF") implemented on the business of Global Cooling, which reduced our workforce by 47 employees. We are also required to indemnify Global Cooling for preexisting legal contingencies. Prior to the Global Cooling Divestiture, a lawsuit was filed by a previous customer related to Global Cooling's commercial freezer products seeking payment of up to $4.0 million for losses the customer claims to have incurred. The product liability claim is subject to insurance recovery, which management believes is probable as enforceable under our insurance policy, covering the entirety of the loss contingency aside from our insurance deductibles. We estimate the legal expenses to be incurred will be immaterial. For additional information on the details of this transaction, the RIF and its related costs, see Item I, Note 2: Discontinued operations within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Current wording

On April 17, 2024, we consummated the Global Cooling Divestiture. In connection with the closing of this transaction, we provided $6.7 million in cash funding to effectuate this transaction and paid $0.6 million to the brokers, attorneys, and other external parties. In addition, we recognized $6.1 million in cash expenditures from operations during the third quarter of 2024 to meet certain post-closing requirements, costs to sell Global Cooling, the assumption of certain liabilities and debt, and severance expenses related to the Reduction in Force ("RIF") implemented on the business of Global Cooling, which reduced our workforce by 47 employees. We are also required to indemnify Global Cooling for preexisting legal contingencies. Prior to the Global Cooling Divestiture, a lawsuit was filed by a previous customer related to Global Cooling's commercial freezer products seeking payment of up to $4.0 million for losses the customer claims to have incurred. The product liability claim is subject to insurance recovery, which management believes is probable as enforceable under our insurance policy, covering the entirety of the loss contingency aside from our insurance deductibles. We estimate the legal expenses to be incurred will be immaterial. For additional information on the details of the Global Cooling Divestiture, the RIF and its related costs, see Item I, Note 3: Discontinued operations within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Previous wording

On April 4, 2025, we consummated the acquisition of PanTHERA. The aggregate purchase price of the acquisition was $22.7 million, which included $10.0 million in cash, 213,361 shares of our common stock, and an additional $7.2 million of our common stock over the next three years contingent on the achievement of certain scientific and revenue milestones. For additional information on the acquisition of PanTHERA, see Item I, Note 19: Subsequent events within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Current wording

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 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. For additional information on the PanTHERA Transaction, see Item I, Note 2: Acquisition within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Previous wording

Net cash provided by (used in) operating activities

Current wording

Net cash provided by operating activities

Previous wording

Net cash provided by operating activities was $1.7 million during the three months ended March 31, 2025 compared to $4.5 million used in operating activities during the three months ended March 31, 2024. The increase in cash provided by operating activities was primarily due to a decrease in operating losses driven by stronger revenues compared to the prior year in addition to the timing of collection and disbursement of working capital related items in inventories, prepaid expenses, and accrued expenses.

Current wording

Net cash provided by operating activities was $9.1 million during the six months ended June 30, 2025 compared to $2.0 million provided by operating activities during the six months ended June 30, 2024. The increase in cash provided by operating activities was primarily due to stronger revenues compared to the prior year in addition to the timing of collection and disbursement of working capital related items in accounts receivable, inventories, and accrued expenses.

Previous wording

Net cash used in investing activities totaled $27.2 million during the three months ended March 31, 2025 compared to $0.2 million used in investing activities for the three months ended March 31, 2024. The increase in cash used in investing activities was primarily driven by the $24.0 million in additional purchases of our investments in available-for-sale marketable securities compared to the same period in the prior year. We additionally had $3.0 million less in maturities of available-for-sale securities compared to the prior year.

Current wording

Net cash used in investing activities totaled $66.7 million during the six months ended June 30, 2025 compared to $13.7 million used in investing activities for the six months ended June 30, 2024. The increase in cash used in investing activities was primarily driven by the $54.0 million in additional purchases of our investments in available-for-sale marketable securities compared to the same period in 2024. We additionally had $2.9 million less in maturities of available-for-sale securities compared to the prior year. During the three months ended June 30, 2025 and 2024, we made investments in strategic acquisition and divestiture activities. We used $10.2 million in cash for the acquisition of PanTHERA during the three months ended June 30, 2025. This was $2.8 million less than the cash used for the divestiture of Global Cooling during the three months ended June 30, 2024.

Previous wording

Net cash used in financing activities totaled $3.0 million during the three months ended March 31, 2025, compared to $1.0 million used in financing activities during the three months ended March 31, 2024. The increase in cash used in financing activities was primarily the result of a $2.5 million increase in payments on the Term Loan compared to the same period in the prior year.

Current wording

Net cash used in financing activities totaled $5.9 million during the six months ended June 30, 2025, compared to $1.7 million used in financing activities during the six months ended June 30, 2024. The increase in cash used in financing activities was primarily the result of a $5.0 million increase in payments on the Term Loan compared to the same period in the prior year, offset by $0.5 million less in payments on equipment loans compared to the same period in 2024.

Previous wording

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 March 31, 2025, our total short-term obligations were $10.0 million.

Current wording

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, 2025, our total short-term obligations were $11.5 million.