BIOLIFE SOLUTIONS INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
BLFS$38.61+3.5%Stored close · as of Oct 5, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this Annual Report on Form 10-K:
(1)Financial Statements (Included Under Item 8): The Index to the Financial Statements is included in this Annual Report on Form 10-K and is incorporated herein by reference.
(2)Financial Statement Schedules: Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto.
(b)Exhibits
| Exhibit Number | Document |
| 2.1†* | Agreement and Plan of Merger, dated as of March 19, 2021, by and among the Company, BLFS Merger Subsidiary, Inc., Global Cooling, Inc. and Albert Vierling and William Baumel, in their capacity as the representatives of the stockholders of Global Cooling, Inc. (included as Exhibit 2.1 to the current report on Form 8-K filed on March 25, 2021) |
| 2.2† | Agreement and Plan of Merger, dated as of August 9, 2021, by and among the Company, BLFS Merger Sub, Inc., Sexton Biotechnologies, Inc. and Fortis Advisors LLC, in their capacity as the representatives of the stockholders of Sexton Biotechnologies, Inc. (incorporated by reference to Exhibit 2.6 to Company's report on Form 10-K filed March 31, 2022) |
| 3.1 | Amended and Restated Certificate of Incorporation of BioLife Solutions, Inc. (included as Exhibit 4.1 to the Registration Statement on Form S-8 filed on June 24, 2013) |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BioLife Solutions, Inc. (included as Exhibit 3.1 to the Current Report on Form 8-K filed on January 30, 2014) |
| 3.3 | Amended and Restated Bylaws of BioLife Solutions, Inc., effective April 25, 2013 (included as Exhibit A to the Registrant’s Definitive Information Statement on Schedule 14C filed March 27, 2013) |
| 3.4 | Certificate of Designations, Preferences, and Rights of Series A Preferred Stock (included as Exhibit 3.1 to the current report on Form 8-K filed on July 6, 2017) |
| 4.1 | Description of the Company’s Securities Registered under Section 12 of the Exchange Act (filed herewith) |
| 10.1** | BioLife Solutions, Inc. 2023 Omnibus Incentive Plan (included as Exhibit 4.1 to the Registration Statement on Form S-8 for the fiscal year ended December 31, 2023 filed August 15, 2023) |
| 10.2** | BioLife Solutions, Inc. Employee and Executive Form of Restricted Stock Unit Award Agreement pursuant to the 2023 Omnibus Incentive Plan (filed herewith) |
| 10.3** | BioLife Solutions, Inc. Director Form of Restricted Stock Unit Award Agreement pursuant to the 2023 Omnibus Incentive Plan (filed herewith) |
| 10.4** | Second Amended and Restated 2013 Performance Incentive Plan (included as Appendix A to the Registrant’s Definitive Proxy Statement filed on April 14, 2017) |
| 10.5** | Amendment No. 1 to Second Amended and Restated 2013 Performance Incentive Plan (included as Exhibit 10.2 to the Annual Report on Form 10-K for the fiscal y ear ended December 31, 2020 filed March 31, 2021) |
| 10.6** | BioLife Solutions, Inc. Form of Non-Plan Stock Option Agreement (included as Exhibit 4.4 to the Registration Statement on Form S-8 filed on June 24, 2013) |
| 10.7** | Form of Restricted Stock Purchase Agreement pursuant to the Second Amended & Restated 2013 Performance Incentive Plan (included as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 16, 2016) |
| 10.8** | Form of Stock Option Agreement pursuant to the Second Amended & Restated 2013 Performance Incentive Plan (included as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 16, 2016) |
| 10.9 | Amendment No. 2 to BioLife Solutions, Inc. Second Amended and Restated 2013 Performance Incentive Plan (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-8 filed on July 7, 2021) |
| 10.10 | Amendment No. 3 to BioLife Solutions, Inc. Second Amended and Restated 2013 Performance Incentive Plan (incorporated by reference to Exhibit 4.6 of the Registrant's Registration Statement on Form S-8 filed on September 12, 2022) |
| 10.11 | Securities Purchase Agreement by and between BioLife Solutions, Inc. and the Purchaser (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed October 19, 2023) |
| 10.12 | Registration Rights Agreement by and between BioLife Solutions, Inc. and the Purchaser (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed October 19, 2023) |
| 10.13 | Lease Agreement dated July 1, 2023 for facility space 296 South Harper St. Nelsonville, OH 45764 (filed herewith) |
| 10.14 | Eleventh Amendment to the Lease, dated February 22, 2022, by and between the Company and ARE-SEATTLE No. 38, LLC (incorporated by reference to Exhibit 10.20 to Company's report on Form 10-K filed March 31, 2022) |
| 10.15 | Lease Agreement dated January 29, 2021 for facility space 301 Treble Cove Road, Billerica, MA 01862 (filed incorporated by reference to Exhibit 10.21 to Company's report on Form 10-K filed March 31, 2022) |
| 10.16 | Lease Agreement dated April 1, 2011 for facility space 6000 Poston Road, The Plains, OH 45710 (incorporated by reference to Exhibit 10.24 to Company's report on Form 10-K filed March 31, 2022) |
| 10.17 | Lease Extension Agreement dated May 30, 2018 for facility space 6000 Poston Road, The Plains, OH 45710 (incorporated by reference to Exhibit 10.25 to Company's report on Form 10-K filed March 31, 2022) |
| 10.18 | Lease Agreement dated October 1, 2019 for facility space 1102 Indiana Avenue, Indianapolis, IN 46202 (incorporated by reference to Exhibit 10.26 to Company's report on Form 10-K filed March 31, 2022) |
| 10.19 | First Amendment to the Lease, dated August 31, 2021 for facility space 1102 Indiana Avenue, Indianapolis, IN 46202 (incorporated by reference to Exhibit 10.27 to Company's report on Form 10-K filed March 31, 2022) |
| 10.20 | Loan and Security Agreement, dated September 20, 2022, between BioLife Solutions, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to the Company's report on Form 10-Q filed November 9, 2022) |
| 10.21 | Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024, between BioLife Solutions, Inc. and First Citizens Bank and Trust Company (filed herewith) |
| 10.22 | Executive Employment Agreement, dated October 19, 2023, by and between the Company and Roderick de Greef (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed October 23, 2023) |
| 10.23 | Separation, Release of Claims and Consulting Agreement, dated October 19, 2023, by and between the Company and Michael Rice (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed October 23, 2023) |
| 10.24 | Amended Employment Agreement dated January 5, 2023 between the Company and Aby Mathew (filed herewith) |
| 10.25 | Amended Employment Agreement dated June 1, 2023 between the Company and Todd Berard (filed herewith) |
| 10.26 | Amended Employment Agreement dated June 1, 2023 between the Company and Karen Foster (filed herewith) |
| 10.27 | Amended Employment Agreement dated June 1, 2023 between the Company and Sarah Aebersold (filed herewith) |
| 10.28 | Amended Employment Agreement dated June 1, 2023 between the Company and Troy Wichterman (filed herewith) |
| 10.29 | Amended Employment Agreement dated June 1, 2023 between the Company and Geraint Phillips (filed herewith) |
| 10.30 | Amended Employment Agreement dated October 19, 2023 between the Company and Garrie Richardson (filed herewith) |
| 10.31 | Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Other Non-Employee Directors (included as Exhibit 10.3 to the Current Report on Form 8-K filed on May 5, 2015) |
| 10.32 | Form of Amendment to Employment Terms (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed August 16, 2023) |
| 16.1 | Letter from BDO USA, LLP (incorporated by reference to Exhibit 16.1 to the Company’s report on Form 8-K filed April 7, 2022) |
| 21.1 | List of the Company’s Subsidiaries |
| 23.1 | Consent of Grant Thornton USA, LLP (filed herewith) |
| 23.2 | Consent of BDO USA, LLP (filed herewith) |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 97.1 | BioLife Solutions, Inc. Incentive-based compensation recovery policy (filed herewith) |
| 101.INS | Inline XBRL Instance Document (filed herewith) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema (filed herewith) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase (filed herewith) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. A copy of the omitted portions will be furnished supplementally to the Securities and Exchange Commission upon request.
**Management contract or compensatory plan or arrangement.
†The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
(c)Excluded financial statements:
None.
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