BIOLIFE SOLUTIONS INC
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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) |
| 2.3*** | Stock Purchase Agreement, dated April 17, 2024, by and between BioLife Solutions, Inc. and GCI Holdings Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed on April 23, 2024) |
| 2.4*** | Stock Purchase Agreement, dated November 12, 2024, by and between BioLife Solutions, Inc., SciSafe, Inc., and Subzero Purchaser Corp. (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed on November 12, 2024) |
| 2.5*** | Stock Purchase Agreement, dated November 14, 2024, by and between BioLife Solutions, Inc. and Standex International Corporation (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed on November 20, 2024) |
| 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 November 12, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed on November 12, 2024) |
| 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 (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-K filed February 29, 2024) |
| 10.3** | BioLife Solutions, Inc. Director Form of Restricted Stock Unit Award Agreement pursuant to the 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-K filed February 29, 2024) |
| 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 year 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 | Twelfth Amendment to the Lease, dated June 5, 2024, by and between the Company and ARE-SEATTLE No. 38, LLC (filed herewith) |
| 10.12 | 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) |
| 10.13 | Second Amendment to the Lease, dated November 5, 2024 for facility space 1102 Indiana Avenue, Indianapolis, IN 46202 (filed herewith) |
| 10.14 | Lease Agreement dated September 13, 2022 for facility space 19510 144th Avenue NE, Suite A-1, Woodinville, WA 98072 (filed herewith) |
| 10.15* | 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) |
| 10.16* | Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024, between BioLife Solutions, Inc. and First Citizens Bank and Trust Company (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed February 29, 2024) |
| 10.17 | Consent and Second Amendment to Loan and Security Agreement, dated April 17, 2024, by and among Silicon Valley Bank, BioLife Solutions, Inc., SAVSU Technologies, Inc., Arctic Solutions, Inc., SciSafe Holdings, Inc., Global Cooling, Inc., and Sexton Biotechnologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed on April 23, 2024) |
| 10.18 | Consent and Third Amendment to Loan and Security Agreement, dated November 11, 2024, by and among Silicon Valley Bank, BioLife Solutions, Inc., SAVSU Technologies, Inc., Arctic Solutions, Inc., SciSafe Holdings, Inc., and Sexton Biotechnologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed on November 12, 2024) |
| 10.19** | 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) |
| 10.20** | 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) |
| 10.21** | Amended Employment Agreement dated January 5, 2023 between the Company and Aby Mathew (filed herewith) |
| 10.22** | Amended Employment Agreement dated June 1, 2023 between the Company and Todd Berard (filed herewith) |
| 10.23** | Amended Employment Agreement dated June 1, 2023 between the Company and Karen Foster (filed herewith) |
| 10.24** | Amended Employment Agreement dated June 1, 2023 between the Company and Sarah Aebersold (filed herewith) |
| 10.25** | Amended Employment Agreement dated June 1, 2023 between the Company and Troy Wichterman (filed herewith) |
| 10.26** | 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) |
| 10.27** | 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) |
| 19.1 | Insider Trading Policy (filed herewith) |
| 21.1 | List of the Company’s Subsidiaries (filed herewith) |
| 23.1 | Consent of Grant Thornton 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. |
| *** | Certain potions portions of this exhibit have been redacted pursuant to Item 601(a)(5) of Regulation S-K. A copy of the omitted portions will be furnished supplementally to the Securities and Exchange Commission upon request. |
| † | 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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