BIOLIFE SOLUTIONS INC

1. Organization and significant accounting policies

Business

BioLife Solutions, Inc. (“BioLife”, “us”, “we”, “our”, or the “Company”) is a developer, manufacturer, and supplier of a portfolio of bioproduction products and services including proprietary biopreservation media, automated thawing devices, and cloud-connected shipping containers. Our CryoStor freeze media and HypoThermosol hypothermic storage media are optimized to preserve cells in the regenerative medicine market. These novel biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our Sexton cell processing product line includes human platelet lysates (“hPL”) for cell expansion, reducing risk and improving downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal cryogenic vials that are purpose-built rigid containers used in cell and gene therapy (“CGT”) that can be filled manually or with high throughput systems, and automated cell processing machines that bring multiple processes traditionally performed by manual techniques under a higher level of control to protect therapies from loss or contamination. Our ThawSTAR product line is comprised of a family of automated thawing devices for frozen cell and gene therapies packaged in cryovials and cryobags. These products help administer temperature-sensitive biologic therapies to patients by standardizing the thawing process and reducing the risks of contamination and overheating, which are inherent with the use of traditional water baths. Our evo® shipping containers provide cloud-connected passive storage and transport containers for temperature-sensitive biologics and pharmaceuticals.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Estimates and assumptions by management affect the Company’s allowance for credit losses, the net realizable value of inventory, sales tax liabilities, valuation of market based stock awards, valuations related to investments and transaction activities, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, certain accrued expenses, share-based compensation, and the provision for income taxes.

The Company regularly assesses these estimates; however, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances.

Basis of presentation and consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The Company is presenting Global Cooling, SciSafe, and CBS as discontinued operations for all periods presented within the Consolidated Balance Sheets and Consolidated Statements of Operations. The Consolidated Statements Of Comprehensive Loss, Consolidated Statements of Shareholders' Equity, and Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages, and disclosures for all periods presented reflect only the continuing operations of the Company unless otherwise noted. See Note 3: Discontinued operations for additional details about the divestitures.

All long-lived assets are maintained in the United States of America.

Segment reporting

The Company views its operations and makes decisions regarding how to allocate resources and manages its business asone reportable segment andone reporting unit. The Company’s Chief Executive Officer, who is the chief operating decision maker ("CODM"), reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

Revenue recognition

To determine revenue recognition for contractual arrangements that we determine are within the scope of Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contracts with Customers, we perform the following five steps: (i) identify each contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to our performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the relevant performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the observable and estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 90 days. During the year ended December 31, 2024, the Company recognized approximately $39 thousand of revenue that was included in the deferred revenue balance at the beginning of the year.

The Company primarily recognizes product revenues, service revenues, and rental revenues. Product revenues are generated from the sale of biopreservation media, hPL media, evo ModPaks, and ThawSTAR products. We recognize product revenue, including shipping and handling charges billed to customers, at a point in time when we transfer control of our products to our customers, which is upon shipment for substantially all transactions. Shipping and handling costs are classified as part of cost of product revenue in the Consolidated Statements of Operations.

Service revenues are generated from various customer service agreements to provide warranty and other engineering services. We recognize service revenues over time as services are performed or ratably over the contract term. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of and during the year ended December 31, 2024.

The Company generates revenue from the leasing of our evo cold chain systems to customers pursuant to rental arrangements entered into with the customer. Revenue from these arrangements is not within the scope of FASB ASC Topic 606 as it is within the scope of FASB ASC Topic 842, Leases. All customers leasing shippers currently do so under rental arrangements for durations of one year or less, with each unit having the option to continue its rental arrangement on a month-to-month basis until returned to the Company beyond the initial rental period. We account for these rental transactions as operating leases and record rental revenue on a straight-line basis over the rental term.

Total bioproduction products and services revenue for the years ended December 31, 2024, 2023, and 2022 were comprised of the following:

There was no estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting periods as of December 31, 2024. The Company elected not to disclose the value of the remaining unsatisfied performance obligation with a duration of one year or less as permitted by the practical expedient in ASU 2014-09, Revenue from Contracts with Customers.

For additional information on the Company's revenues by geographic region, product line, and other customer concentration information, see Note 16: Segment, customer, and geographic information.

Risks and uncertainties

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates represent management's judgment about the outcome of future events. The global business environment continues to be impacted by cost pressure, the overall effects of economic uncertainty on customers' purchasing patterns, high interest rates, and other factors. It is not possible to accurately predict the future impact of such events and circumstances. Actual results could differ from our estimates.

(Loss) earnings per share from continuing operations

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two-class method and the treasury stock method, whichever is more dilutive. In periods when we have a net loss, common stock equivalents are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect.

The following table presents computations of basic and diluted earnings per share:

Cash and cash equivalents

Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk.

Available-for-sale securities

Available-for-sale securities consist of U.S. government securities, corporate debt securities, and other debt securities. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date. Investments with maturities beyond one year may be classified as short-term based on their liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Available-for-sale securities are reported at fair value based on quoted market prices and other observable market data. Unrealized gains and losses are reported as a component of other comprehensive (loss) income, net of any related tax effect. Realized gains and losses and other-than-temporary impairments on investments are included in other income.

Inventories

Inventories relate to the Company’s cell and gene therapy products. The Company values biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. The Company values thaw inventory at cost or, if lower, net realizable value, using the average costing method. All other inventory is valued at cost or, if lower, net realizable value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected revenue volume to cost of product revenue. The Company bases its estimates on expected product revenue volume, production capacity and expiration dates of raw materials, work in process, and finished products. A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During the year ended December 31, 2023, we assessed write-downs of approximately $3.4 million and recorded within the line item Inventories in the Company's Consolidated Balance Sheet. For additional information, see Note 6: Inventories. Work-in-process and finished products inventories consist of material, labor, outside testing costs and manufacturing overhead.

Accounts receivable

Accounts receivable consist of short-term amounts due from our customers (generally 30 to 90 days) and are stated at the amount we expect to collect. We establish an allowance for credit losses based on our assessment of the collectability of specific customer accounts. Accounts considered uncollectible are charged against the established allowance.

Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. Accounts considered uncollectible are charged against the established allowance.

Equity investments

We periodically invest in securities of private companies to promote business and strategic objectives. These investments are measured and recorded as follows:

Non-marketable equity securities are equity securities without a readily determinable fair value. As of December 31, 2024 and December 31, 2023, our investment in Series E Preferred Stock in PanTHERA CryoSolutions, Inc. (“PanTHERA”) was valued at $1.0 million. In November of 2020, the Company invested $1.0 million in Class E Preferred Shares in PanTHERA CryoSolutions, Inc. In conjunction with this investment, the Company executed a development and license agreement with PanTHERA under which the Company will make milestone development payments up to $2.0 million in the event that certain milestones are met in exchange for exclusive, perpetual, worldwide marketing and distribution rights to the technology for use in cell and gene therapy applications. As of December 31, 2024, the Company has paid $1.9 million in milestone development payments, with $0.9 million paid during the current year in accordance with the agreement. The Preferred Stock investments in PanTHERA are carried at cost minus impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of the same issuer. As of December 31, 2024, management believes there are no indications of impairment or changes in fair value for the investment in PanTHERA.

In November of 2020, the Company elected to convert a convertible note into Series A-1 Preferred Stock and invest an additional $1.0 million in Series A-2 Preferred Stock in iVexSol. The Preferred Stock investments in iVexSol were carried at cost minus impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of the same issuer. For the periods ending December 31, 2023 and 2022, the fair value of the Company's shares was $4.1 million. During the second quarter ending June 30, 2024, the Company received communications that triggered substantial doubt about a going concern for the investment. As of June 30, 2024, the Company determined that the fair value of its equity interest was less than its carrying amount, and no longer recoverable, triggering an impairment charge of $4.1 million, which represented the entirety of the value of the investment.

Property and equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives ofthree toten years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining lease term of the respective assets. Gains or losses on disposals of property and equipment are recorded within income from operations. Costs of repairs and maintenance are included as part of operating expenses unless they are incurred in relation to major improvements to existing property and equipment, at which time they are capitalized.

Assets held for rent

Assets held for rent are carried at cost less accumulated depreciation. These assets consist of evo shippers and related components in production, shippers complete, ready to be deployed, and placed in service upon a customer order, shippers in the process of being assembled, and components available to build shippers. Shippers are depreciated over a useful life ofthree years when in use by customers.

Our customers rent assets per a rental agreement. Each agreement provides for fixed monthly rent. Rental revenue and fees are recognized over the rental term on a straight-line basis. We retain the ownership of the assets rented. At the end of the rental agreement, the customer returns the asset to the Company.

Assets held for rent are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. Carrying values are reviewed for recoverability at the asset grouping level to determine if the facts and circumstances suggest that a potential impairment may have occurred. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset, an impairment could exist and the amount of the impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. There wereno impairment losses recognized during the years ended December 31, 2024, 2023, and 2022.

Long-Lived Assets

The Company reviews long-lived assets, including property and equipment, leased assets, and definite life intangible assets for impairment whenever events and changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available ("asset group"). An impairment loss is recognized when the sum of the projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach.

Lease accounting

We determine if an arrangement is a lease at inception. Where an arrangement is a lease, we determine if it is an operating lease or a financing lease. At lease commencement, we record a lease liability and corresponding right-of-use (“ROU”) asset. Lease liabilities represent the present value of our future lease payments over the expected lease term which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of our lease liability is determined using our incremental collateralized borrowing rate at lease inception. ROU assets represent our right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability for leases with an initial term greater than twelve months. Over the lease term we use the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition. The Company has elected the practical expedient and does not separate lease components from non-lease components for its leases.

We elected to apply the practical expedient for short-term leases and accordingly do not apply lease recognition requirements for short-term leases with a duration less than twelve months. Instead, we recognize payments related to these arrangements in the Consolidated Statement of Operations as lease costs on a straight-line basis over the lease term.

Warranty

Our standard warranty terms typically coverone year from the date of delivery. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost over the period.

Income taxes

We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not that the asset will not be realized. Our policy for interest and penalties is to recognize interest and penalties as a component of the provision for income taxes in the Consolidated Statement of Operations.

We determine any uncertain tax positions based on a determination of whether and how much of a tax benefit taken in the Company’s tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities.

Judgment is applied in the determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2024, the Company has an unrecognized tax benefit of $1.2 million related to tax attributes being carried forward. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available.

Sales Taxes Payable

The Company records sales tax collected from customers on a net basis, and therefore excludes it from total product, service and rental revenue as defined in ASC 606. Cash collected from customers is recorded in accrued expenses on the Company's Consolidated Balance Sheet and then remitted to the proper taxing authority. In addition, refer to Note 12: Commitments and contingencies for discussion regarding an estimated sales tax liability the Company recorded in relation to historical activity in certain states. As of December 31, 2024 and 2023, total interest expenses assessed on sales tax liabilities was $0.4 million and $0.4 million, respectively. As of December 31, 2022, no interest expenses had yet been assessed on sales tax liabilities.

Advertising

Advertising costs are expensed as incurred and totaled $0.9 million, $0.8 million, and $0.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Research and development costs are expensed as incurred.

Stock-based compensation

We measure and record compensation expense using the applicable accounting guidance for share-based payments related to stock options, time-based restricted stock, market-based restricted stock awards, and performance-based restricted stock awards granted to our directors and employees. The fair value of stock options, including performance awards, without a market-based condition is determined by using the Black-Scholes option-pricing model. The fair value of restricted stock awards with a market condition is estimated at the date of grant using the Monte Carlo Simulation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. The fair value of restricted stock, including performance awards, without a market condition is estimated using the current market price of our common stock on the date of grant.

We expense stock-based compensation for stock options, restricted stock awards, and performance awards over the requisite service period. For awards with only a service condition, we expense stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we expense the grant date fair value over the vesting period regardless of the value that the award recipients ultimately receive.

We have, from time to time, modified the terms of restricted stock awards awarded to employees. We account for the incremental increase in the fair value over the original award on the date of the modification as an expense for vested awards or over the remaining service (vesting) period for unvested awards. The incremental compensation cost is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification.

Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. Goodwill is not amortized but is tested for impairment at least annually. The Company reviews goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount (a triggering event). The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test described in FASB ASC Topic 350, Intangibles– Goodwill and Other. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative goodwill impairment test is unnecessary and goodwill is considered to be unimpaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed with performing the quantitative goodwill impairment test. In performing the quantitative goodwill impairment test, the Company determines the fair value of its reporting unit and compares it to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit exceeds its fair value, the Company records an impairment loss equal to the difference. The Company operates asone reporting unit as of the goodwill impairment measurement date in the fourth quarter of 2024. As of the testing date and the period after that date through the issuance date of our financial statements, the Company has observed no indicators of potential goodwill impairment at any point during the period based on its required assessment.

Intangible assets with a definite life are amortized over their estimated useful lives using the straight-line method and the amortization expense is recorded within intangible asset amortization in the Consolidated Statements of Operations. If the estimate of a definite-lived intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Definite-lived intangible assets and their related estimated useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable.

Indefinite-lived intangibles are carried at the initially recorded fair value less any recognized impairment. Indefinite-lived intangibles are tested annually for impairment. Impairment assessments are conducted more frequently if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset.

Recent accounting pronouncements

Recently adopted accounting pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. We adopted this standard effective January 1, 2024 using a retrospective method. For additional information, refer to Note 16: Segment, customer, and geographic information.

Recently issued accounting pronouncements not yet adopted

In November 2024, FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements to amend a variety of topics in the accounting codification by removing references to various FASB concepts statements. This accounting standard is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. ASU 2024-02 can be applied retrospectively to the beginning of the earliest comparative period presented in which the amendments were first applied or prospectively to all new transactions recognized on or after the date that the entity first applies the amendments. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires additional disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information increasing transparency of income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in ASU 2023-06 update requirements in various disclosure areas, including the statement of cash flows, earnings per share, debt, and equity. The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. The Company has evaluated the impact of the adoption of ASU 2023-06 on its consolidated financial statements and disclosures, and has determined that the adoption of this guidance will not materially impact the Company’s current disclosures. In addition, the Company believes the adoption of ASU 2023-06 will not have a material impact on results of operations, cash flows, or financial condition.

2. Correction of immaterial errors

During the three months ended March 31, 2024, we determined that an error existed in our previously issued consolidated financial statements. Specifically, we identified that we had not properly accelerated stock compensation expense related to unvested shares of market-based awards of certain employees upon their termination during the fourth quarter of 2023. The error was evaluated under the U.S. SEC's Staff Accounting Bulletin ("SAB") Topic 1M, "Materiality," and SEC SAB Topic 1N, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements" to determine the materiality of prior period misstatements to the Company’s financial statements. We evaluated the error and concluded that it was not material to the previously issued consolidated financial statements. Although the error was not material to any period, we corrected the accompanying historical consolidated financial statements for the year ended December 31, 2023 to reflect the additional stock compensation expense incurred within each period for comparative purposes.

As noted in our Basis of presentation and consolidation, the Company is presenting Global Cooling, SciSafe, and CBS as discontinued operations for all periods presented within the Consolidated Balance Sheets and Consolidated Statements of Operations. The Consolidated Statements Of Comprehensive Loss, Consolidated Statements of Shareholders' Equity, and Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. For purposes of comparability to the Company's presented Consolidated Balance Sheet and Consolidated Statements of Operations previously filed in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024, the Company is presenting the impact of the adjustments on a consolidated basis rather than presenting the divested companies as discontinued operations in the below tables.

The following table represents the adjustments to our Consolidated Balance Sheet as of December 31, 2023 in accordance with ASC 250. The adjustments to our Consolidated Statement of Comprehensive Loss and Consolidated Statement of Shareholders’ Equity was limited to the adjustments outlined below.

The effect of the adjustments to our Consolidated Balance Sheet as of December 31, 2023 was as follows:

The effect of the adjustments to our Consolidated Statement of Operations for the year ended December 31, 2023 was as follows:

The effect of the adjustments to our Consolidated Statement of Cash Flows for the year ended December 31, 2023 was as follows:

3. Discontinued operations

As announced in the second quarter of 2023, the Company, management, and our board of Directors (the "Board"), had determined that divesting Global Cooling and CBS (the "Freezer Business") would allow for the Company to optimize its product portfolio by focusing on its recurring higher margin revenue streams. Additionally, in November of 2024, the Company, management, and the Board determined the sale of SciSafe would further optimize the Company's product portfolio toward its proprietary high margin cell processing and other bioproduction products. The Company completed the sale of Global Cooling during the second quarter of 2024 and completed the sales of CBS and SciSafe during the fourth quarter of 2024. Accordingly, the results of these businesses are reported in the “Loss from discontinued operations” line in the Consolidated Statements of Operations. These changes have been applied to all periods presented.

Divestiture of Global Cooling, Inc.

On April 17, 2024, the Company sold all of the issued and outstanding shares of common stock (the "GCI Divestiture") of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Global Cooling"), to GCI Holdings, an Ohio limited liability company ("Buyer") pursuant to a Stock Purchase Agreement, dated April 17, 2024, (the "Global Cooling Purchase Agreement"), by and between the Company and GCI Holdings. The Company analyzed the quantitative and qualitative factors relevant to the sale of Global Cooling and determined that the conditions for discontinued operations presentation were met during the second quarter of 2024.

As a condition of the Global Cooling Purchase Agreement, Global Cooling was required to have $7.0 million in cash on its balance sheet, of which, $6.7 million in cash was funded by the Company, and the Company was required to repay approximately $2.6 million of outstanding indebtedness of Global Cooling, and assume certain other liabilities of Global Cooling of $2.6 million. The Company recognized a loss on disposal of Global Cooling, calculated as follows:

(1) Represents the costs incurred in connection with the divestiture of Global Cooling, including fees to be paid to the broker, attorneys, and other external parties.

(2) As a closing condition, the Company assumed certain accounts payable and accrued expenses from Global Cooling, totaling $0.5 million and $2.1 million, respectively.

(3) As a closing condition, the Company repaid the balance of all obligations of Global Cooling under that certain promissory note payable by Global Cooling to a lender (the "Global Cooling Term Notes").

In connection with the Company’s entry into the Global Cooling Purchase Agreement, the Company implemented a RIF related to the business of Global Cooling, which reduced the Company’s workforce by 47 employees (representing approximately 11% of its full-time employees as of the date of the RIF). The Company’s Board approved the RIF on March 29, 2024, and all affected employees of Global Cooling were informed by April 18, 2024, following the execution of the Global Cooling Purchase Agreement. Additionally, the Company accelerated the unvested shares granted to both the employees impacted by the RIF and Global Cooling employees that remained with Global Cooling upon the closing of the GCI Divestiture. The Company recognized the following charges in connection with the RIF and stock compensation expense acceleration:

As outlined in the Global Cooling Purchase Agreement, the Company is required to indemnify Global Cooling for preexisting legal contingencies. Prior to the GCI Divestiture, a lawsuit was filed by a previous customer related to Global Cooling's commercial freezer products seeking payment of up to $4.0 million for losses the customer claims to have incurred. As of December 31, 2024, the Company recorded a loss contingency under the discontinued operations of Global Cooing related to this product liability claim as outlined in the Global Cooling Purchase Agreement. During the fourth quarter of 2024, it became probable this loss would be settled within the next fiscal year. The product liability claim is subject to insurance recovery, which management believes is probable as enforceable under the Company's insurance policy, covering the entirety of the loss contingency aside from the Company's insurance deductibles. The Company estimates the legal expenses to be incurred will be immaterial.

In addition, upon the closing of this transaction, the Company and Global Cooling entered into a transition services agreement ("GCI TSA"), pursuant to which the Company agreed to provide certain transition services to Global Cooling for up to 90 days following the date of the closing of this transaction. The GCI TSA has since expired pursuant to its terms on the stated expiration date. The Company has no other significant continuing involvement with Global Cooling.

Divestiture of SciSafe, Inc.

On November 12, 2024, the Company entered into a Stock Purchase Agreement (the "SciSafe Purchase Agreement"), by and among the Company, Subzero Purchaser Corp., a Delaware corporation ("SciSafe Buyer"), SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company ("SciSafe Seller"), and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company ("SciSafe"), for the sale by Sci Safe Seller of all of the issued and outstanding shares of common stock of SciSafe to SciSafe Buyer ("SciSafe Divestiture"). The Company analyzed the quantitative and qualitative factors relevant to the sale of SciSafe and determined that the conditions for discontinued operations presentation were met during the fourth quarter of 2024.

In connection with the closing of this transaction, the Company incurred $0.4 million in severance costs, paid the former stockholders of SciSafe $3.3 million in cash to waive all rights with respect to certain potential earn-out payments, and recognized $4.0 million in stock compensation expense for the acceleration of unvested shares of all the Company's former employees that remained with SciSafe upon the closing of this transaction.

The Company recognized a gain on disposal of SciSafe, calculated as follows:

(1) Gross costs to sell incurred by the Company amounted to $2.1 million. This was offset by additional costs to sell paid on behalf of the Company by the SciSafe Buyer, which amounted to $1.6 million.

In accordance with ASC 350, upon the disposal of SciSafe, the Company assessed the goodwill to be allocated to the disposal group. The goodwill allocated to SciSafe was based on the relative fair value of SciSafe to the fair value of the Company as SciSafe was fully integrated into the Company'sone reportable segment. The fair value of SciSafe was determined based on the enterprise value per the SciSafe Purchase Agreement. The fair value of the Company was determined by calculating the Company's market capitalization as of the disposal date plus any invested capital remaining of the Company, which included outstanding debt and financing lease liabilities, modified by an estimated market acquisition premium. Based on the calculation performed, the Company determined $11.3 million of goodwill was to be allocated to SciSafe upon its disposal. The allocated goodwill was included in the carrying basis of SciSafe presented in the above table.

In addition, upon the closing of the transaction, the Company and SciSafe entered into a transition services agreement ("SciSafe TSA"), pursuant to which the Company will provide certain transition services to SciSafe for up to six months following the closing of the transaction. The SciSafe Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including customary covenants that prevent the Company from competing with SciSafe, soliciting its employees or interfering with its business relationships for five years after the Closing Date. The Company has no other significant continuing involvement with SciSafe upon the expiration of its SciSafe TSA in April 2025 and other related covenants.

In connection with the disposal of SciSafe, the Company remains liable and responsible for the full performance and observance of all of the provisions, covenants, and conditions in one of SciSafe's operating leases. In the case of a breach or violation of any provision of the lease by the buyer, the Company is deemed to be and shall constitute a default of the lease provisions. Simultaneously, the Company received indemnification pursuant any obligation owed by the Company under this operating lease. This indicates the Company undertakes the obligation to stand ready to perform over the term of the guarantee in the event of the specified triggering events noted above, or conditions, such as breach or default, occur. However, the non-contingent aspect of the guarantee enables the Company to recover any losses from the Buyer. As of

December 31, 2024, the fair value of this guarantee is zero. The outstanding minimum lease payments equal approximately $2.3 million and the lease terminates in 2031.

Divestiture of Custom Biogenics

On November 14, 2024, the Company entered into a Stock Purchase Agreement (the "CBS Purchase Agreement"), by and among the Company, Standex International Corporation, a Delaware corporation, ("CBS Buyer") and Arctic Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (doing business as Custom Biogenic Systems, or ("CBS"), for the sale by the Company of all of the issued and outstanding shares of common stock of CBS. The Company analyzed the quantitative and qualitative factors relevant to the sale of CBS and determined that the conditions for discontinued operations presentation were met during the fourth quarter of 2024.

The Company recognized $2.0 million in stock compensation expense for the acceleration of unvested shares of all the Company's former employees that remained with CBS upon the closing of this transaction.

The Company recognized a loss on disposal of CBS, calculated as follows:

(1) As defined within the CBS Purchase Agreement, the final purchase price was subject to working capital adjustments upon the close of the disposal.

(2) Gross costs to sell incurred by the Company amounted to $1.4 million. This was offset by additional costs to sell paid on behalf of the Company by the CBS Buyer, which amounted to $1.3 million.

In accordance with ASC 350, upon the disposal of CBS, the Company assessed the goodwill to be allocated to the disposal group. The goodwill allocated to CBS was based on the relative fair value of CBS to the fair value of the Company as CBS was fully integrated into the Company'sone reportable segment. The fair value of CBS was determined based on the enterprise value per the CBS Purchase Agreement. The fair value of the Company was determined by calculating the Company's market capitalization as of the disposal date plus any invested capital remaining of the Company, which included outstanding debt and financing lease liabilities, modified by an estimated market acquisition premium. Based on the calculation performed, the Company determined $1.1 million of goodwill was to be allocated to CBS upon its disposal. The allocated goodwill was included in the carrying basis of CBS presented in the above table.

In addition, upon the closing of this transaction, the Company and CBS entered into a transition service agreement (the "CBS TSA"), pursuant to which the Company will provide certain transition services to CBS following the closing of the transaction. The CBS Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including customary covenants that prevent the Company from competing with CBS, soliciting its employees or interfering with its business relationships for two years after the closing of the CBS Transaction. The Company has no other significant continuing involvement with CBS upon the expiration of its CBS TSA and related covenants.

Summarized financial data of discontinued operations

The tables below summarize financial data of discontinued operations as of the year ended December 31, 2023 and for the years ended December 31, 2024, 2023, and 2022. Interest expenses directly associated with the debt of a disposed entity is reported in discontinued operations below.

The table below summarizes the major classes of assets and liabilities of discontinued operations, which are summarized separately in the Consolidated Balance Sheets:

All divested entities had no remaining balances as of December 31, 2024.

The key components of loss from discontinued operations were as follows:

Below is a summary of incurred depreciation, amortization, interest expenses, capital expenditures, and other noncash related costs for discontinued operations:

4. Fair value measurement

In accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC Topic 820”), the Company measures its financial instruments at fair value on a recurring basis. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of their short maturities. The carrying value of our marketable debt securities, which are accounted for as available-for-sale, are classified within either Level 1 or Level 2 in the fair value hierarchy because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The carrying values of our long-term debt, which is classified within Level 2 in the fair value hierarchy, approximates fair value as our borrowings with lenders are at interest rates that approximate market rates for comparable loans. The fair values of investments and contingent consideration classified as Level 3 were derived from management assumptions. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3 – Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

There were no remeasurements to fair value during the year ended December 31, 2024 of financial assets and liabilities that are not measured at fair value on a recurring basis.

The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023, based on the three-tier fair value hierarchy:

(In thousands)

There have been no transfers of assets or liabilities between the fair value measurement levels. We had no financial assets or liabilities that utilize Level 3 inputs of measurement as of December 31, 2024 and 2023.

The following table presents the changes in fair value of contingent consideration liabilities which are measured using Level 3 inputs for the year ended December 31, 2023:

5. Investments

Available-for-sale securities

The Company’s portfolio of available-for-sale marketable securities consists of the following:

The following table summarizes the contractual maturities of the short-term and long-term available-for-sale investments as of December 31, 2024:

The following tables present information about the available-for-sale investments that had been in a continuous unrealized loss position for less than 12 months:

As of December 31, 2024 and 2023, all available-for-sale securities investments presented above with unrealized losses have been in an unrealized loss position for less than 12 months.

As of December 31, 2024, none of our available-for-sale marketable securities exhibited risk of credit loss and therefore no allowance for credit losses was recorded.

Equity investments

The Company periodically invests in non-marketable equity securities of private companies without a readily determinable fair value to promote business and strategic objectives. The non-marketable equity securities are carried at cost minus impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of the same issuer. These securities included Series E Preferred Stock in PanTHERA CryoSolutions, Inc. with a fair value of $1.0 million as of December 31, 2024 and December 31, 2023.

The Company also owned securities of Series A-1 and A-2 Preferred Stock in iVexSol, Inc "iVexSol". During the six months ended June 30, 2024, the Company received communications that triggered a going concern for the investment. As of June 30, 2024, the Company determined that the fair value of its equity interest was less than its carrying amount, and no longer recoverable, triggering an impairment charge of $4.1 million, which represented the entirety of the value of the investment. As of December 31, 2023, the carrying value of the iVexSol, Inc. securities was $4.1 million.

6. Inventories

Inventories consist of the following as of December 31, 2024 and 2023:

During the year ended December 31, 2023, the Company recorded a $3.4 million inventory write-down for potentially unusable products. The products consisted of slow-moving inventory, product defects, and supplier defects in raw materials.

7. Leases

We have various operating lease agreements for office space, warehouses, manufacturing, production locations, and other equipment. Our real estate leases had original lease terms offour toeleven years and remaining lease terms ofone toseven years. We exclude options that are not reasonably certain to be exercised from our lease terms, ranging fromone tofive years. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms, with all other lease payments consisting of variable lease costs. For certain leases, we receive incentives from our landlords, such as rent abatements, which effectively reduce the total lease payments owed for these leases.

We did not have any financing lease arrangements as of December 31, 2024 and 2023.

The table below presents certain information related to the weighted average discount rate and weighted average remaining lease term for the Company’s leases as of December 31, 2024 and 2023:

The components of lease expense for the years ended December 31, 2024, 2023, and 2022 were as follows:

Maturities of our lease liabilities as of December 31, 2024 are as follows:

8. Assets held for rent

Assets held for rent consist of the following as of December 31, 2024 and 2023:

Shippers and related components in production include shippers complete and ready to be deployed and placed in service upon a customer order, shippers in the process of being assembled, and components available to build shippers. We recognized $2.1 million, $2.9 million, and $2.8 million in depreciation expense related to assets held for rent during the years ended December 31, 2024, 2023, and 2022, respectively.

9. Property and equipment

Property and equipment consist of the following as of December 31, 2024 and 2023:

Depreciation expense for property and equipment was $0.7 million, $0.8 million, and $0.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.

10. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following as of December 31, 2024 and 2023:

11. Goodwill and intangible assets

(1) As discussed in Note 3: Discontinued operations, the Company allocated a portion of its goodwill to each disposed entity in accordance with ASC 350. The goodwill balance presented above as of December 31, 2023 represents the balance of the reporting unit before the effect of the divestitures. The goodwill presented in the Consolidated Balance Sheets as of December 31, 2024 and 2023 is on a continuing operations basis giving effect to the divestitures.

Intangible assets, net consisted of the following as of December 31, 2024 and 2023:

Amortization expense for finite-lived intangible assets was $2.7 million, $3.5 million, and $4.0 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the Company expects to record the following amortization expense:

12. Commitments and contingencies

Employment agreements

We have employment agreements with certain key employees. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the officer or upon the officer resigning for good reason.

Litigation

From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, none of which are currently material to the Company’s business. The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation except for as described below.

Pending litigation items

One lawsuit has been filed by a previous customer seeking payment for losses allegedly related to commercial freezer products from Global Cooling prior to its divestiture. Pursuant to the Global Cooling Purchase Agreement, the Company is required to indemnify Global Cooling for preexisting legal contingencies and if this previous customer was successful on such claim, then the Company would be responsible for indemnifying Global Cooling for any losses. This lawsuit does not currently have probable outcomes determined and we continue to defend vigorously against the claims made. An estimate for a reasonably possible loss or range of loss cannot be made, though we expect any potential loss incurred to be covered by insurance.

Indemnification

As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain errors and occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of December 31, 2024.

Non-income related taxes

Companies are required to collect and remit sales tax from certain customers if the company is determined to have nexus in a particular state. Upon the determination of nexus, which varies by state, companies are additionally required to maintain detailed record of specific product and customer information within each jurisdiction in which it has established nexus to appropriately determine their sales tax liability, requiring technical knowledge of each jurisdiction’s tax case law. During the year ended December 31, 2022, the Company determined that a sales tax liability related to the periods of 2019 through 2022 is probable. The estimated liability was determined to be approximately $4.3 million and $4.4 million as of December 31, 2024 and December 31, 2023, respectively. Due to the variety of jurisdictions in which this estimated liability relates to and our ongoing assessment of sales taxes owed, we cannot predict when final liabilities will be satisfied. We will reevaluate the estimated liability and timing of satisfaction each reporting period.

Settlement of Global Cooling Escrow

On May 3, 2021, the Company acquired GCI pursuant to an Agreement and Plan of Merger, dated as of March 19, 2021 (the “GCI Merger Agreement”). Pursuant to the GCI Merger Agreement, the aggregate consideration paid to former stockholders of GCI (collectively, the “GCI Stockholders”) was 6,646,870 newly issued shares of common stock (the “GCI Merger Consideration”) were provided with the requirement that the GCI Merger Consideration otherwise payable to GCI Stockholders were subject to reduction for indemnification obligations. Approximately 9% of the GCI Merger Consideration (the "GCI Escrow Shares") otherwise issuable to the GCI Stockholders were deposited into a segregated escrow account (the “GCI Escrow Account”) in accordance with an escrow agreement entered into in connection with the closing of the transactions contemplated by the GCI Merger Agreement (the “GCI Escrow Agreement”). Of the GCI Escrow Shares, an amount equal to 5% of the GCI Merger Consideration were considered general escrow shares (the “General Escrow Shares”). The General Escrow Shares were eligible to be held in escrow for a period of up to 18 months after the closing of the GCI acquisition as the sole and exclusive source of payment for any indemnification claims made by the Company.

On September 28, 2022, BioLife asserted an indemnification claim pursuant to the GCI Merger Agreement. On June 5, 2023, the Company entered into a Settlement Agreement with the representatives of the GCI Stockholders, pursuant to which the parties agreed to release 65% of the General Escrow Shares, totaling 216,024 shares, to the Company from the GCI Escrow Account. These shares were returned to the Company and subsequently cancelled. As a result of the settlement, the Company recorded a $5.1 million gain recognizing the return of the shares during the second quarter of 2023.

13. Long-term debt

Term Loan

On September 20, 2022, the Company and certain of its subsidiaries entered into the Loan and Security Agreement, dated September 20, 2022, by and among Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”), the Company, SAVSU Technologies, Inc., a Delaware corporation (“SAVSU”), Arctic Solutions, Inc., a Delaware corporation doing business as Custom Biogenic Systems (“Arctic”), SciSafe Holdings, Inc., a Delaware corporation (“SciSafe Parent”), and Sexton Biotechnologies, Inc., a Delaware corporation (“Sexton,” and together with the Company, SAVSU, Arctic and SciSafe Parent, “Borrower”), as amended by that certain Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024, that certain Consent and Second Amendment to Loan and Security Agreement, dated April 17, 2024 (the “Second Amendment”), and that certain Consent and Third Amendment to Loan and Security Agreement, dated November 11, 2024 (the “Third Amendment”, and the foregoing collectively, the “Loan Agreement”), which provides for a term loan in an aggregate maximum principal amount of up to $60 million in the increments and upon the dates and milestones described below (the “Term Loan”). The Term Loan matures on June 1, 2026. The Loan Agreement permitted the Company to borrow up to $30 million upon the initial closing of the transactions contemplated by the Loan Agreement (the “Term Loan Closing”), and provided options to borrow (i) up to $10 million between the Term Loan Closing and June 30, 2023, (ii) up to $10 million upon the achievement of certain revenue milestones by the Company, and (iii) an additional $10 million at the discretion of the lender. The Company borrowed $20 million at the Term Loan Closing and accounts for the Term Loan at cost. As of December 31, 2023, the Company had not drawn additional funding nor had it met the revenue milestones outlined within the Loan Agreement. The Company had until December 31, 2023 to draw an additional $10 million, subject to approval from the lender, and therefore has no additional opportunities under the Loan Agreement. Payments on the borrowing were interest-only through June 2024, with additional criteria allowing for interest-only payments to continue through June 2025. The Company has begun its interest payments on the Term Loan as of June 2024. Tranches borrowed under the Loan Agreement bear interest at the Wall Street Journal prime rate plus 0.5%. However, the interest rate is subject to a ceiling that restricts the interest rate for each tranche from exceeding 1.0% above the overall rate applicable to each tranche at their respective funding dates and has a balloon payment due at the earliest of term loan maturity, repayment of the Term Loan in full, or termination of the Loan Agreement at $1 million. As of December 31, 2024, the implied interest rate of the Term Loan is 8.9% and the implied value of the Term Loan is $15.9 million. The Loan Agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of December 31, 2024, the Company is in compliance with the covenants set forth in the Loan Agreement.

On April 17, 2024, the Company entered into the Second Amendment by and among Bank and Borrower. Pursuant to the Second Amendment and subject to the conditions set forth therein, Bank consented to the GCI Divestiture and released its security interests in the assets of Global Cooling and the shares of common stock of Global Cooling arising under the Loan Agreement. In addition, effective as of the closing of the transaction, the Second Amendment amended the Loan Agreement to remove Global Cooling as a party to the Loan Agreement and provide for a non-refundable termination fee in the amount of $500,000 payable by Borrower to Bank in the event that the Loan Agreement is terminated prior to the Term Loan Maturity Date (as defined in the Loan Agreement) for any reason. The Second Amendment also contains customary representations and warranties of Borrower and provides for a release of Bank by Borrower for any claims existing or arising through the date of the Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.

On November 11, 2024, the Company entered into the Third Amendment by and among Bank and Borrower. Pursuant to the Third Amendment and subject to the conditions set forth therein, Bank consented to the SciSafe Divestiture as required pursuant to the Loan Agreement. In addition, effective as of the closing of the SciSafe Divestiture, the Third Amendment amended the Loan Agreement to provide for a non-refundable termination fee in the amount of $750,000 payable by Borrower to Bank in the event that the Loan Agreement is terminated prior to the Term Loan Maturity Date for any reason. The Third Amendment also made certain other ministerial changes to the Loan Agreement, contains customary representations and warranties of Borrower and provides for a release of Bank by Borrower for any claims existing or arising through the date of the Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.

Long-term debt consisted of the following as of December 31, 2024 and 2023:

(1) The Company repaid the balance of all obligations of the Global Cooling Term Notes pursuant to the Global Cooling Purchase Agreement.

(2) As of December 31, 2024, the Term Loan was secured by substantially all assets of BioLife, SAVSU, and Sexton, other than intellectual property.

As of December 31, 2024, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:

14. Stock-based compensation

Stock compensation plans

Our stock-based compensation programs are long-term retention programs that are intended to attract, retain, and provide incentives for talented employees, officers, and directors, and to align stockholder and employee interests. Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, with awards generally vesting over a 4 year period, and forfeitures recognized as incurred. We have the following stock-based compensation plans and programs:

During 2013, we adopted the 2013 Performance Incentive Plan (the “2013 Plan”), which allowed us to grant options or restricted stock awards to all employees, including executive officers, outside consultants and non-employee directors. An aggregate of 3.1 million shares of common stock was initially reserved for issuance under the 2013 Plan. In May 2017, July 2020, June 2021, and June 2022, the shareholders approved an increase in the number of shares available for issuance to 4.1 million shares,5.0 million shares,6.5 million shares, and 8.5 million shares, respectively. As of April 25, 2023, the 2013 Plan expired as to future awards in accordance with its terms. As of December 31, 2024, there were outstanding options to purchase 127,000 shares of the Company’s common stock and approximately 0.5 million unvested restricted stock awards outstanding under the 2013 Plan.

On July 21, 2023, our stockholders approved the 2023 Omnibus Performance Incentive Plan (the "2023 Plan"). The 2023 Plan allows us to grant equity awards to employees, directors, and outside consultants. An aggregate of 4.2 million shares of common stock were initially reserved for issuance under the 2023 Plan, plus any shares subject to awards under the 2013 Plan that were outstanding as of July 21, 2023, and which are subsequently forfeited or lapsed and not issued under the 2013 Plan. As of December 31, 2024, there were approximately 1.4 million unvested restricted stock awards outstanding under the 2023 Plan.

Issuance of shares

When options are exercised, it is the Company’s policy to issue new shares.

Stock option activity

Service vesting-based stock options

The following is a summary of service vesting-based stock option activity for the year ended December 31, 2024 and 2023, and the status of service vesting-based stock options outstanding as of December 31, 2024 and 2023:

We did not recognize stock compensation expense related to service-based options during the years ended December 31, 2024, 2023, and 2022. As of December 31, 2024, there was $3.0 million of aggregate intrinsic value of outstanding service vesting-based stock options, including $3.0 million of aggregate intrinsic value of exercisable service vesting-based stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the year and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2024. This amount will change based on the fair market value of the Company’s stock. Intrinsic value of service vesting-based awards exercised during the years ended December 31, 2024, 2023, and 2022 was $1.8 million, $3.9 million, and $4.1 million, respectively. There wereno service based-vesting options granted during the years ended December 31, 2024, 2023, and 2022. The weighted average remaining contractual life of service vesting-based options outstanding and exercisable as of December 31, 2024 is 1.4 years. There were no unrecognized compensation costs for service vesting-based stock options as of December 31, 2024.

The following table summarizes information about service vesting-based stock options outstanding as of December 31, 2024:

Restricted stock

Service vesting-based restricted stock

The following is a summary of service vesting-based restricted stock activity for the years ended December 31, 2024 and 2023, and the status of unvested service vesting-based restricted stock outstanding as of December 31, 2024 and 2023:

The aggregate fair value of the service vesting-based awards granted during the years ended December 31, 2024, 2023, and 2022 was $10.0 million, $25.0 million, and $34.7 million, respectively. The aggregate fair value of the service vesting-based awards that vested during the years ended December 31, 2024, 2023, and 2022 was $27.7 million, $20.5 million, and $12.6 million, respectively.

On October 19, 2023, Michael Rice, the Chief Executive Officer at that time, announced his resignation from the company. In accordance with his separation agreement, all unvested stock grants, excluding the 99,038 market-based restricted stock units awarded to him January 3, 2023 and the 70,094 market-based restricted stock units awarded to him on February 24, 2022 by the Board, were accelerated and vested as of the date of his separation. The Company recognized stock compensation expense in connection with the acceleration of his unvested stock grants of $1.7 million, representing 150,155 shares. His market-based restricted stock awards will vest once the stated market condition term for each award occurs.

We recognized stock compensation expense of $10.8 million, $15.7 million, and $13.6 million related to service vesting-based awards during the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, there was $18.0 million in unrecognized compensation costs related to service vesting-based awards. We expect to recognize those costs over 2.6 years.

Performance-based restricted stock

On March 8, 2024, the Company granted 109,512 shares of performance-based stock to an executive in the form of restricted stock. The shares granted contain performance conditions based on Company metrics related to future performance. The performance-based award was structured to vest between 0% and 200% of the number of restricted shares granted to the recipient based on the achievement of certain financial metrics related to future performance. The grant date fair value of this award was $17.36 per share.

During the fourth quarter of the year ended December 31, 2024, it was determined the probability of attainment of the performance condition increased to greater than 100% of shares granted. In accordance with ASC 718, we recognized a cumulative catch up in stock compensation expense of $0.4 million to reflect the increased probability the performance-based award would vest in excess of the shares originally granted. The fair value of this award is being expensed on a straight-line basis in accordance with the estimated quantity of shares expected to vest over the requisite service period ending on December 31, 2025.

We recognized stock compensation expense of $1.2 million related to performance-based restricted stock awards for the year ended December 31, 2024. As of December 31, 2024, there was $1.5 million in unrecognized non-cash compensation costs related to performance-based restricted stock awards expected to vest. We expect to recognize those costs over 1.0 year. Non-cash compensation costs are expensed over the period for which performance was measured.

The aggregate fair value of the performance-based awards granted during the year ended December 31, 2024 was $1.9 million. No performance-based awards vested during the year ended December 31, 2024.

No performance-based restricted stock awards were granted or vested during the years ended December 31, 2023 and 2022.

Market-based restricted stock

The following is a summary of market-based restricted stock activity under our stock option plan for the years ended December 31, 2024 and 2023 and the status of market-based restricted stock outstanding as of December 31, 2024 and 2023:

On February 8, 2021, the Company granted 30,616 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. On January 3, 2023, the Company determined the TSR attainment was 100% of the targeted shares, resulting in 30,616 shares being awarded and 30,616 shares vesting to current employees of the Company based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of 20 of our peers. The market-based restricted stock awards were to vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 68%,0% dividend yield, and a risk-free interest rate of 0.1%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate was based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $1.3 million was expensed on a straight-line basis over the grant date to the vesting date of December 31, 2022.

On February 24, 2022, the Company granted 240,428 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. On March 8, 2024, the Company’s Compensation Committee determined the TSR attainment was 125% of the targeted shares and 300,529 shares were awarded to the executives of the Company based on our TSR during the period beginning on January 1, 2022 through December 31, 2023 as compared to the TSR of 20 of our peers. The market-based restricted stock awards were to vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 63%,0% dividend yield, and a risk-free interest rate of 1.5%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate was based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $6.7 million was expensed on a straight-line basis over the grant date to the vesting date of December 31, 2023.

On January 3, 2023, the Company granted 268,738 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 78%,0% dividend yield, and a risk-free interest rate of 4.4%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate was based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $6.8 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2024.

On March 8, 2024, the Company granted 239,464 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our TSR during the period beginning on January 1, 2024 through December 31, 2025 as compared to the TSR of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 80%,0% dividend yield and a risk-free interest rate of 4.6%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $6.3 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2025.

We recognized stock compensation expense of $4.5 million, $6.5 million, and $4.3 million related to market-based restricted stock awards for the years ended December 31, 2024, 2023, and 2022. As of December 31, 2024, there was $3.3 million in unrecognized non-cash compensation costs related to market-based restricted stock awards expected to vest. We expect to recognize those costs over 1 year.

The aggregate fair value of the market-based awards granted during the years ended December 31, 2024, 2023, and 2022 was $6.3 million, $6.5 million, and $6.7 million, respectively. The aggregate fair value of the market-based awards that vested during the years ended December 31, 2024, 2023, and 2022 was $5.7 million, $0.7 million, and $5.0 million, respectively.

Total stock compensation expense

We recorded total stock compensation expense for the years ended December 31, 2024, 2023, and 2022, as follows:

15. Income taxes

Income tax benefit from continuing operations consists of the following:

The Company's (loss) income from continuing operations before income tax benefit did not contain any foreign components as of December 31, 2024, 2023, and 2022.

The tax benefit for the year ended December 31, 2024 contained excess tax benefits from stock-based compensation of $0.3 million. The tax benefit for the years ended December 31, 2023, and 2022 didnot contain excess tax benefits from stock-based compensation.

A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows:

The principal components of the Company’s net deferred tax liabilities are as follows as of December 31, 2024 and 2023:

Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. The assessment regarding whether a valuation allowance is required on deferred tax assets considers the evaluation of both positive and negative evidence when concluding whether it is more likely than not that deferred tax assets are realizable. The valuation allowance recorded as of December 31, 2024 and 2023 primarily relates to deferred tax assets for net operating loss carryforwards.

The changes in the valuation allowance for deferred tax assets were as follows:

As of December 31, 2024, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $165.2 million. Approximately $38.7 million of NOL will expire from 2025 through 2037, and approximately $126.5 million of NOL will be carried forward indefinitely. The NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest. This limited the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Subsequent ownership changes may further affect the limitation in future years.

The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities.

A reconciliation of the beginning and ending balances of uncertain tax positions in the years ended December 31, 2024 and 2023 is as follows:

The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available, which includes 2005 through 2024.

16. Segment, customer, and geographic information

The Company views its operations and makes decisions regarding how to allocate resources and manages its business asone reportable segment andone reporting unit. The Company’s Chief Executive Officer, Mr. Roderick de Greef, who is the CODM, reviews the Company’s operations on a consolidated basis for purposes of allocating resources and evaluating financial performance. As a single reportable segment entity, the Company’s segment performance measure is consolidated net (loss) income from continuing operations.

Significant segment expenses are presented in the Company’s Consolidated Statements of Operations. Additional significant segment expenses that are not separately presented in the Company’s Consolidated Statements of Operations include Shared-based compensation and Depreciation expense. These are presented in the Consolidated Statement of Cash Flows, and Note 14: Stock-based compensation, Note 8: Assets held for rent, and Note 9: Property and equipment.

Other expense items not individually significant in net (loss) income from continuing operations are changes in inventory values due to changes in its carrying basis, costs associated with the Company’s acquisitions and or divestitures in the period these take place, and gain or loss on disposal of fixed assets. The information provided to the Company’s CODM for purposes of making decisions and assessing segment performance excludes asset information.

Concentrations of risk

Significant customers are those that represent more than 10% of the Company’s total revenue or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenue and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:

*less than 10%

The following is a summary of revenue by major product family representing over 10% of the Company's total revenue:

The following table represents the Company’s total revenue by geographic area (based on the location of the customer):

(1) During the year ended December 31, 2023, the Company updated its methodology for determining the country of origin for its sales. Sales are now recorded by shipping country rather than billing country. The Company updated the methodology retrospectively, adjusting the prior year presentation for all regions presented.

All of the Company's long-lived assets, totaling $22.9 million, are located within the United States.

In the year ended December 31, 2024, no suppliers accounted for more than 10% of purchases. In the years ended December 31, 2023, and 2022, one supplier accounted for 20% and 16% of purchases, respectively.

As of December 31, 2024, no suppliers accounted for more than 10% of accounts payable. As of December 31, 2023, one supplier accounted for 17% of accounts payable. No other suppliers accounted for more than 10% of our accounts payable.

17. Employee benefit plan

The Company sponsors 401(k) defined contribution plans for its employees. These plans provide for pre-tax and post-tax contributions for all employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to these plans, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company matches employee contributions in amounts to be determined at the Company’s sole discretion. The Company made contributions of $0.6 million, $0.5 million, and $0.4 million to the plans for the years ended December 31, 2024, 2023, and 2022.

18. Subsequent events

The Company has evaluated events subsequent to December 31, 2024 through the date of this filing to assess the need for potential recognition or disclosure. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the Consolidated Financial Statements.