BIOLIFE SOLUTIONS INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
The following table identifies and provides the material terms of the Rule 10b5-1 trading arrangements (as such term is defined in Item 408 of Regulation S-K) adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors during the quarter ended December 31, 2023.
| Name and Position | Plan Adoption / Termination | Plan Adoption / Termination Date | Expiration Date | Number of Shares Purchased (Sold) / Terminated under Plan |
|---|---|---|---|---|
| Sarah Aebersold, Chief Human Resources Officer | Adoption | December 15, 2023 | September 30, 2024 | (10,000) |
| Todd Berard, Chief Marketing Officer(1) | Termination | December 15, 2023 | December 31, 2023 | 30,000 |
| Todd Berard, Chief Marketing Officer | Adoption | December 15, 2023 | December 31, 2024 | (30,000) |
| Michael Rice, Former Chief Executive Officer(2) | Termination | November 14, 2023 | November 16, 2023 | 33,334 |
| Marcus Schulz, Former Chief Revenue Officer | Termination | October 19, 2023 | April 30, 2024 | 10,000 |
(1) On December 15, 2023, Todd Berard, our Chief Marketing Officer, terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on September 14, 2022 for the sale of up to 50,000 shares of the Company's common stock until December 31, 2023. The Rule 10b5-1 trading arrangement was in place solely for the potential exercise of vested stock options and for sales intended to satisfy tax obligations payable due to the vesting and settlement of certain restricted stock awards. Since the adoption of the Rule 10b5-1 trading arrangement, 20,000 shares of the Company's common stock were sold out of the original 50,000 shares.
(2) On November 14, 2023, Michael Rice, our former Chief Executive Officer, terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on September 14, 2022 for the sale of up to 100,000 shares of the Company's common stock until November 16, 2023. The trading arrangement was in place solely for the potential exercise of vested stock options and for sales intended to satisfy tax obligations payable due to the vesting and settlement of certain restricted stock awards. Since the adoption of the Rule 10b5-1 trading arrangement, 66,666 shares of the Company's common stock were sold out of the original 100,000 shares.
Non-Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2023, none of our officers or directors adopted orterminated any non-Rule 10b5-1 trading arrangement (as such term is defined in Item 408 of Regulation S-K).
Waiver and first amendment of Term Loan
On January 1, 2024, the Company failed to comply with Section 5.7 (a) and Section 5.7 (c) of the Loan Agreement related to its Term Loan with respect to the depository account requirements and the requirement to deliver a Control Agreement for any Permitted Temporary Account upon the expiration of the Transition Period to transfer all cash holdings to the Lender's bank. On February 26, 2024, the Lender waived the existing defaults under the Loan Agreement and entered into the Waiver and First Amendment to Loan and Security Agreement ("the Amendment").
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