BIOLIFE SOLUTIONS INC

(a)Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023. The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms. Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described in section (b) below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with U.S. GAAP such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected.

(b)Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Policies (“U.S. GAAP”). Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework), management of the Company under supervision and participation of the CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023.

Based on our assessment under the framework in Internal Control—Integrated Framework (2013 framework), our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the existence of material weaknesses described below.

The material weaknesses identified by management primarily relate to an ineffective control environment that also impacted the design and operating effectiveness of elements of the risk assessment, monitoring and other components. These weaknesses were attributed to a lack of a sufficient complement of resources with the appropriate level of internal controls training, knowledge, and expertise necessary to meet our financial reporting requirements and to provide adequate oversight over the performance of controls.

Additionally, management did not adequately design and implement effective control activities, including general controls over information technology, and effective policies and procedures, resulting in additional material weaknesses within certain business processes. As a result, the following additional material weaknesses were identified:

•Management did not design and maintain effective internal controls over certain financial statement areas, including the procure to pay process and revenue recognition.

•Management did not design and maintain effective information technology general controls for the significant systems used in the preparation of the financial statements. Specifically, we did not design and maintain:

◦controls over change management for certain financial systems to ensure that data or system changes were identified, tested, and authorized according to policy, and migrated correctly into the production environment; and

◦monitoring controls which are executed by users other than those conducting changes to our financial systems.

Following the identification of the material weaknesses and prior to filing this Annual Report on Form 10-K, we performed additional analyses and other procedures to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with U.S. GAAP. Our CEO and CFO have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report.

These material weaknesses create a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, we concluded that the deficiencies above represent material weaknesses in our internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2023.

Management has been actively engaged in developing and implementing remediation plans to address these material weaknesses as described below in section (c).

The Company’s independent registered public accounting firm, Grant Thornton, LLP, who audited our internal controls over financial reporting, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, as stated in its report.

(c)Remediation

During fiscal year 2023, management made the following changes to internal control over financial reporting to remediate previously identified material weaknesses, as follows:

•Ensured system administrator access is restricted to appropriate individuals.

•Made a significant investment in hiring additional resources to enhance our technical accounting and internal control over financial reporting capabilities.

•Redesigned controls in all financial reporting processes and implemented 48 additional internal control procedures in our financial reporting processes.

•Trained finance and accounting personnel and key management roles across the organization in the design and execution of internal controls under the required standards.

•Transitioned the accounting system for one additional subsidiary to NetSuite in mid-2023, aiding in the standardization of controls; all entities were transitioned to NetSuite as of July 1, 2023 except the two subsidiary entities the Company plans to dispose.

•Hired a new ERP implementation consulting team in Q4 2023 with expertise in internal control system design.

•Hired a new internal audit consulting team in Q4 2023 with expertise in internal control design, including IT general controls.

Although the Company implemented meaningful control enhancements throughout the year and hired additional resources, including a new internal audit consulting firm, there was insufficient time to demonstrate full remediation of its controls related to effective control environment and process level controls in certain financial statement areas.

While we have implemented changes to our control environment and identified fewer material weaknesses in fiscal year 2023 compared to fiscal year 2022, we require additional time to complete the implementation of our remediation plans and demonstrate the effectiveness of our remediation efforts in fiscal year 2024. The material weaknesses cannot be considered remediated until the underlying remedial controls operate for a sufficient period of time and Management has concluded, through testing, that these controls are operating effectively.

Management, with the oversight of the Audit Committee of the Board of Directors, will continue to take steps necessary to remedy the material weaknesses to reinforce the overall design and capability of our control environment. The following has been planned for implementation in Management’s ongoing efforts to remediate the identified material weaknesses:

•The Company has included remediation of material weaknesses into its bonus compensation goals for 2024 to promote accountability of management personnel.

•The Company will enhance and standardize policies and procedures across all entities to ensure consistency in the performance of the controls; and

•The Company will continue to make strategic investments in personnel, external consultants, and available tools or systems to streamline execution and documentation of controls through organization and automation.

(d)Changes in Internal Control Over Financial Reporting

For the fiscal quarter ended December 31, 2023, Management established internal controls related to a formal cybersecurity program and a cybersecurity incident reporting policy, in compliance with the SEC cyber disclosure rule effective December 18, 2023. Additionally, the Company remediated the prior year material weaknesses related to indirect tax and IT logical access.

Management assessed control design in all financial reporting processes, identifying 48 additional key controls over financial reporting. Based on the results of testing, Management identified fewer material weaknesses in fiscal year 2023 compared to fiscal year 2022.

Other than the changes noted above, there have been no other changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(e)Attestation Report of the Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of BioLife Solutions, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment.

(i) Inappropriately designed entity-level controls impacting the control environment, risk assessment, and monitoring activities to prevent or detect material misstatements to the consolidated financial statements attributed to an insufficient number of qualified resources and inadequate oversight and accountability over the performance of controls, ineffective identification and assessment or risks impacting internal control over financial reporting, and ineffective monitoring controls; (ii) inappropriate information system change management within certain key financial systems; (iii) ineffective accounting procedures and related controls over certain financial statement areas; (iv) inadequate risk assessment, accounting policies, procedures and related controls performed over the procure to pay and revenue recognition processes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024 which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other information

We do not express an opinion or any other form of assurance on the remediation plans and actions described in Management’s Report.

/s/ GRANT THORNTON LLP

Bellevue, Washington

February 29, 2024