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, 2024. 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. 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, 2024, our disclosure controls and procedures were not effective due to the material weakness 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, 2024.

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, 2024 due to the existence of the following material weakness identified:

•Management did not maintain effective internal controls to verify that key inputs for the Company's stock-based awards were entered correctly into the equity system early in 2024. This weakness was attributed to an outdated internal policy with unclear guidance regarding the appropriate inputs.

Following the identification of the material weakness 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.

This material weakness creates 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 deficiency above represents a material weakness in our internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2024.

Management has been actively engaged in developing and implementing remediation plans to address the material weakness, 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, 2024, as stated in its report.

(c)Remediation of Material Weaknesses in Internal Control over Financial Reporting

In fiscal year 2023, Management did not maintain an effective control environment encompassing the areas of risk assessment, monitoring, and other components, due 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. During fiscal year 2024, Management made significant changes to its ICFR to remediate the material weaknesses, as follows:

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

•Hired additional resources and consultants with expertise in internal control design to enhance our ICFR reporting capabilities.

•Assessed the financial reporting risks throughout fiscal year 2024 and developed or redesigned controls in all financial reporting business processes to address relevant financial reporting risks, including financial close, fixed assets, inventory, payroll, order-to-cash/revenue, stock-based compensation, and treasury.

•Implemented procedures to monitor that control activities were effectively maintained.

In fiscal year 2023, Management did not design and maintain effective internal controls over certain financial statement areas, including the procure to pay process and revenue recognition. During fiscal year 2024, Management made significant changes to its ICFR to remediate the material weaknesses identified in fiscal year 2023, as follows:

•Implemented NetSuite Order-to-Cash Management System which allowed us to: 1) automate procedures that were susceptible to manual data input errors, and 2) standardize policies and procedures over the majority of our sales transactions, including processes for new customer creation.

•Developed formal policy and process for timely and appropriate application of cash receipts.

•Developed formal policy and process over product pricing approvals and sales order reviews.

•Made a significant investment in hiring additional resources in Procure-to-Pay process that have the necessary expertise and responsibilities on properly executing control procedures over purchase order creation and maintenance.

•For control procedures where additional systematic tools or solutions will not be in place until a future period, we implemented additional look-back or data analysis procedures to review periodic transactions.

In fiscal year 2023, 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 (1) 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 (2) monitoring controls which are executed by users other than those conducting changes to our financial systems. During fiscal year 2024, Management made significant changes to its ICFR to remediate the material weaknesses identified in fiscal year 2023, as follows:

•Transitioned the order-to-cash process from Salesforce to NetSuite, resulting in the removal of Salesforce as a system used in the preparation of financial statements.

•Redesigned controls in the NetSuite IT - Change Management process to address system administrator segregation of duties risks, including:

◦Implemented standard operating procedures over system changes to ensure approvals and documentation are properly retained.

◦Implemented two monitoring controls to ensure appropriate segregation of duties for changes made in the system.

◦Implemented a permissions review to ensure non-administrator users did not have inappropriate elevated access in the system.

Although the Company implemented meaningful control enhancements throughout the year and remediated the deficiencies identified in fiscal year 2023, the Company identified the material weakness described in section (b).

Management, with the oversight of the Audit Committee of the Board of Directors, will continue to take steps necessary to remedy the material weakness 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 weakness:

•The Company will update its internal policy over stock-based awards to state clearly the appropriate inputs for the calculation over stock-based compensation. The Company will provide training over the updated internal policy to ensure understanding of the required procedures.

(d)Changes in Internal Control Over Financial Reporting

For the year ended December 31, 2024:

•Management remediated the prior year material weaknesses related to ineffective control environment, procure to pay, revenue recognition, and IT change management as described in section (c).

•The Company redesigned the inventory count process and standard operating procedures to ensure appropriate segregation of duties and improve the count procedures and related documentation.

•The Company completed the implementation of new human resources information system (UKG), including its payroll processing system.

•The Company implemented a new sales tax calculation system, AvaTax.

•In addition, the Company implemented a new equity administration system, Shareworks.

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, 2024 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

REPORT OF 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. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, 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, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

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 on a timely basis. The following material weakness has been identified and included in management’s assessment.

The Company did not maintain effective internal controls to verify that key inputs for the Company’s stock-based compensation awards were entered correctly into the Company’s equity system. This weakness was attributed to an outdated internal policy with unclear guidance regarding the appropriate inputs.

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, 2024. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 3, 2025 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 Annual Report on Internal Control over Financial Reporting.

/s/ GRANT THORNTON LLP

Bellevue, Washington

March 3, 2025