BIOLIFE SOLUTIONS INC
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
BLFS$38.61+3.5%Stored close · as of Oct 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001628280-26-032148
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-054355
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 63 previous paragraphs and 77 current paragraphs.
42 unchanged; 20 reworded; 10 added; 0 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
On July 21, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among, the Company, Repligen Corporation, a Delaware corporation (“Repligen”), Bravo Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Repligen (“Merger Sub 1”) and Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen (“Merger Sub 2”), pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. Pursuant to the Merger Agreement, following consummation of the Merger, we will be a wholly-owned subsidiary of Repligen. As a result of the Merger, we will cease to be a publicly traded company. For additional information on the Merger Agreement, see Note 18: Subsequent events within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Current report
Revenue was $56.0 million for the six months ended June 30, 2026, representing an increase of $10.5 million, or 23%, compared with the same period in 2025.
Current report
Gross margin decreased by 2% for the six months ended June 30, 2026 compared to the same period in 2025.
Current report
G&A expenses increased $0.3 million, or 1%, for the six months ended June 30, 2026 compared to the same period in 2025. The increase for the six months ended June 30, 2026 is primarily driven by an increase in acquisition and consultation costs compared to the same period during the prior year, partially offset by a decrease in stock compensation expenses.
Current report
S&M expenses increased $0.3 million, or 6%, for the six months ended June 30, 2026. The increase for the six months ended June 30, 2026 is primarily due to an increase in consultation and personnel expenses.
Current report
R&D expenses increased $2.2 million, or 65%, for the six months ended June 30, 2026 compared to the same period in 2025. The increase for the six months ended June 30, 2026 is primarily driven by an increase in personnel costs, including stock compensation, from an increase in headcount in addition to an increase in depreciation expense.
Current report
IPR&D expense
Current report
IPR&D expense during the three and six months ended June 30, 2025 consists of the immediate $15.5 million expense of the IPR&D asset we acquired in the PanTHERA Transaction. For additional information on the details of the PanTHERA Transaction, see Item I, Note 2: Acquisition within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Current report
On July 21, 2026, we entered into the Merger Agreement with Repligen, Merger Sub 1, and Merger Sub 2, pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of our outstanding shares of Common Stock, for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. In connection with the Merger Agreement, we could be required to pay a termination fee of approximately $59.0 million under specified circumstances in the Merger Agreement. We do not believe that if we were required to pay such termination fee that these restrictions would prevent us from meeting our ongoing costs of operations, working capital needs, or capital expenditure requirements. For additional information on the Merger Agreement, see Note 18: Subsequent events within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Current report
On June 1, 2026 our Term Loan (as defined in Note 12: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) matured and the Company paid in full the remaining principal balance on the Term Loan in addition to a balloon payment of $1.2 million.
Reworded paragraphs (20)
Previous wording
On October 6, 2025, the Company entered into a Limited Liability Company Membership Interest Purchase Agreement (the “SAVSU Purchase Agreement”), by and between the Company and Peli BioThermal LLC, a Delaware limited liability company (“SAVSU Buyer”), for the sale by the Company of all of the issued and outstanding limited liability company membership interests (the “SAVSU Interests”) of SAVSU Cleo Technologies, LLC, a Delaware limited liability company ("SAVSU"), to SAVSU Buyer (the “SAVSU Divestiture”). SAVSU contained our evo cloud connected “smart” shipping container products that provided passive storage and transport for temperature-sensitive biologics and pharmaceuticals. Upon the execution of the SAVSU Purchase Agreement, the SAVSU business is presented in the accompanying Unaudited Condensed Consolidated Financial Statements as a discontinued operation for all periods presented.
Current wording
On October 6, 2025, the Company entered into a Limited Liability Company Membership Interest Purchase Agreement (the “SAVSU Purchase Agreement”), by and between the Company and Peli BioThermal LLC, a Delaware limited liability company (“SAVSU Buyer”), for the sale by the Company of all of the issued and outstanding limited liability company membership interests (the “SAVSU Interests”) of SAVSU Cleo Technologies, LLC, a Delaware limited liability company
Previous wording
During the three months ended March 31, 2026, we changed our inventory valuation method. At December 31, 2025, we valued biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. For thaw inventory, we utilized cost or, if lower, net realizable value, using the average costing method. All other inventory was valued using cost or, if lower, net realizable value, using the first-in, first-out method. As of March 31, 2026, all inventories are now valued at cost or, if lower, net realizable value, using the weighted average costing method. We believe this change is preferable as it provides a consistent, uniform costing method for all inventories across the Company and improves comparability with peers. These changes did not have a material effect on inventory, net, cost of revenue, or net income for all periods presented; therefore, prior comparative financial statements have not been restated.
Current wording
During the three months ended March 31, 2026, we changed our inventory valuation method. At December 31, 2025, we valued biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. For thaw inventory, we utilized cost or, if lower, net realizable value, using the average costing method. All other inventory was valued using cost or, if lower, net realizable value, using the first-in, first-out method. As of March 31, 2026 and subsequent periods, all inventories are now valued at cost or, if lower, net realizable value, using the weighted average costing method. We believe this change is preferable as it provides a consistent, uniform costing method for all inventories across the Company and improves comparability with peers. These changes did not have a material effect on inventory, net, cost of revenue, or net income for all periods presented; therefore, prior comparative financial statements have not been restated.
Previous wording
Total revenue for the three months ended March 31, 2026 and 2025 consisted of the following:
Current wording
Total revenue for the three and six months ended June 30, 2026 and 2025 consisted of the following:
Previous wording
Revenue was $27.5 million for the three months ended March 31, 2026, representing an increase of $5.4 million, or 25%, compared with the same period in 2025. The increase in product revenues for the three months ended March 31, 2026 was largely driven by an increase in customer demand for our biopreservation media products compared to the same period in the prior year.
Current wording
The increase in revenues for both the three and six months ended June 30, 2026 compared to the same periods in the prior year is largely driven by an increase in customer demand for our biopreservation media products.
Previous wording
Total costs and operating expenses for three months ended March 31, 2026 and 2025 were composed of the following:
Current wording
Total costs and operating expenses for three and six months ended June 30, 2026 and 2025 were composed of the following:
Previous wording
Cost of revenue increased $2.8 million, or 38%, for the three months ended March 31, 2026 compared to the same period in 2025. The increase during the three months ended March 31, 2026 is primarily due to the increase in sales compared to the same period in the prior year in addition to an increase in sales in lower margin products.
Current wording
Cost of revenue increased $2.0 million, or 24%, for the three months ended June 30, 2026 compared to the same period in 2025. The increase during the three and six months ended June 30, 2026 is primarily due to the increase in sales compared to the same period in the prior year in addition to an increase in sales in lower margin products.
Previous wording
Gross margin decreased by 3% for the three months ended March 31, 2026 compared to the same period in 2025. The decrease is primarily due to a less favorable product mix compared to the same period in the prior year.
Current wording
The decrease in Gross margin for both the three and six months ended June 30, 2026 compared to the same periods in the prior year is primarily due to a less favorable product mix compared to the same period in the prior year.
Previous wording
G&A expenses increased $0.9 million, or 8%, for the three months ended March 31, 2026 compared to the same period in 2025. The increase for the three months ended March 31, 2026 is primarily driven by an increase in personnel costs, including stock-based compensation. These increases were offset by a reduction in acquisition costs compared to the same period during the prior year.
Current wording
G&A expenses decreased $0.5 million, or 5%, for the three months ended June 30, 2026 compared to the same period in 2025. The decrease for the three months ended June 30, 2026 is primarily driven by a decrease in stock compensation expenses compared to the same period during the prior year, partially offset by an increase in acquisition costs.
Previous wording
S&M expenses increased $83 thousand, or 3%, for the three months ended March 31, 2026. The increase for the three months ended March 31, 2026 is primarily due to an increase in salaries compared to the same period in the prior year, partially offset by a decrease in spend on advertising materials.
Current wording
S&M expenses increased $0.2 million, or 8%, for the three months ended June 30, 2026. The increase for the three months ended June 30, 2026 is primarily due to an increase in consultation costs compared to the same period in the prior year.
Previous wording
R&D expenses increased $1.2 million, or 84%, for the three months ended March 31, 2026 compared to the same period in 2025. The increase for the three months ended March 31, 2026 is primarily driven by an increase in personnel costs from the increase in headcount related to the acquisition of PanTHERA during the prior year.
Current wording
R&D expenses increased $1.0 million, or 51%, for the three months ended June 30, 2026 compared to the same period in 2025. The increase for the three months ended June 30, 2026 is primarily driven by an increase in testing costs and personnel costs from an increase in headcount.
Previous wording
Total other income for the three months ended March 31, 2026 and 2025 was composed of the following:
Current wording
Total other income for the three and six months ended June 30, 2026 and 2025 was composed of the following:
Previous wording
Interest income, net incurred during the three months ended March 31, 2026 related primarily to the Term Loan (as defined in Note 12: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) and indirect tax liabilities. We also earn interest on cash held in our money market account and available-for-sale securities. The increase in our interest income, net during the three months ended March 31, 2026 can be attributed to the increases in interest income from our available-for-sale securities compared to the same periods in 2025 in addition to decreases in our long-term debt balance, decreasing interest expenses when compared to the same periods in 2025.
Current wording
Interest income, net incurred during the three and six months ended June 30, 2026 related primarily to the Term Loan (as defined in Note 12: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) and indirect tax liabilities. We also earn interest on cash held in our money market account and available-for-sale securities. The increase in our interest income, net during the three and six months ended June 30, 2026 can be attributed to the increases in interest income from our available-for-sale securities compared to the same periods in 2025 in addition to the maturity of our long-term debt balance during the three months ended June 30, 2026, decreasing interest expenses when compared to the same periods in 2025.
Previous wording
Other income consists of various non-cash income and expenses, primarily reflecting activity in the accretion or amortization of our available-for-sale securities and other investments. The increase in other income during the three months ended March 31, 2026 is primarily due to increased income from the accretion of our available-for-sale securities in addition to the increase in the balance of our financial instruments measured at fair value.
Current wording
Other income consists of various non-cash income and expenses, primarily reflecting activity in the accretion or amortization of our available-for-sale securities and other investments. The decrease in other income during the three and six months ended June 30, 2026 is primarily due to a decreased amount of accretion of our available-for-sale securities investments compared to the same periods in the prior year.
Previous wording
On March 31, 2026 and December 31, 2025, we had $111.5 million and $120.2 million in cash, cash equivalents, and available-for-sale securities, respectively.
Current wording
On June 30, 2026 and December 31, 2025, we had $113.1 million and $120.2 million in cash, cash equivalents, and available-for-sale securities, respectively.
Previous wording
PanTHERA Purchase Agreement, the PanTHERA Sellers are eligible to receive up to $7.2 million in cash or equivalent shares of the Company's common stock (as elected by the PanTHERA Sellers) over a three-year earnout period upon the achievement of certain revenue targets based on our earnings derived from the acquired IRI GEN 2 cryopreservation technology in addition to the achievement of an operational milestone within the first year of the earnout period. For additional information on the PanTHERA Transaction, see Item I, Note 2: Acquisition within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Current wording
On April 4, 2025, we consummated the PanTHERA Transaction. The aggregate purchase price of the acquisition was $16.8 million, which included $11.5 million in cash and 213,360 shares of our common stock. Additionally, pursuant to the PanTHERA Purchase Agreement, the PanTHERA Sellers are eligible to receive up to $7.2 million in cash or equivalent shares of the Company's common stock (as elected by the PanTHERA Sellers) over a three-year earnout period upon the achievement of certain revenue targets based on our earnings derived from the acquired IRI GEN 2 cryopreservation technology in addition to the achievement of an operational milestone within the first year of the earnout period. For additional information on the PanTHERA Transaction, see Item I, Note 2: Acquisition within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Previous wording
Net cash (used in) provided by operating activities
Current wording
Net cash provided by operating activities
Previous wording
Net cash used in operating activities was $0.5 million during the three months ended March 31, 2026 compared to $1.7 million provided by operating activities during the three months ended March 31, 2025. The increase in net cash used in operating activities was primarily due to the timing of collection and disbursement of working capital related items in accounts receivable, inventories, and accounts payable.
Current wording
Net cash provided by operating activities was $5.9 million during the six months ended June 30, 2026 compared to $9.1 million provided by operating activities during the six months ended June 30, 2025. The decrease in net cash provided by operating activities was primarily due to the timing of collection and disbursement of working capital related items in accounts receivable, inventories, and accrued expenses.
Previous wording
Net cash used in investing activities totaled $1.8 million during the three months ended March 31, 2026 compared to $27.2 million used in investing activities for the three months ended March 31, 2025. The decrease in net cash used in investing activities was primarily driven by a decrease of $10.0 million in purchases of our investments in available-for-sale marketable securities. There was additionally an increase of $13.4 million in maturities of available-for-sale securities, providing a greater offset to purchases of available for sale securities than in the prior year.
Current wording
Net cash used in investing activities totaled $3.4 million during the six months ended June 30, 2026 compared to $66.7 million used in investing activities for the six months ended June 30, 2025. The decrease in net cash used in investing activities was primarily driven by a decrease of $28.9 million in purchases of our investments in available-for-sale marketable securities compared to the same period in the prior year and the $10.2 million in cash we invested in the prior year on the IPR&D asset of PanTHERA. There was additionally an increase of $20.2 million in maturities of available-for-sale securities, providing a greater offset to purchases of available for sale securities than in the prior year.
Previous wording
Net cash used in financing activities totaled $7.9 million during the three months ended March 31, 2026, compared to $3.0 million used in financing activities during the three months ended March 31, 2025. The increase in net cash used in financing activities was primarily the result of our election to cover minimum statutory tax withholding obligations for the vesting of share based awards in cash rather than through sell-to-cover transactions. This used $5.6 million in cash compared to the prior year. For additional information on our election, see Note 13: Stock-based compensation within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Current wording
Net cash used in financing activities totaled $11.5 million during the six months ended June 30, 2026, compared to $5.9 million used in financing activities during the six months ended June 30, 2025. The increase in net cash used in financing activities was primarily the result of our election to cover minimum statutory tax withholding obligations for the vesting of share based awards in cash rather than through sell-to-cover transactions. This used $6.7 million in cash compared to the prior year. For additional information on our election, see Note 13: Stock-based compensation within the Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Previous wording
Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of March 31, 2026, our total short-term obligations were $17.3 million.
Current wording
Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of June 30, 2026, our total short-term obligations were $16.3 million.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
("SAVSU"), to SAVSU Buyer (the “SAVSU Divestiture”). SAVSU contained our evo cloud connected “smart” shipping container products that provided passive storage and transport for temperature-sensitive biologics and pharmaceuticals.
Current report — wording carried from elsewhere
Upon the execution of the SAVSU Purchase Agreement, the SAVSU business is presented in the accompanying Unaudited Condensed Consolidated Financial Statements as a discontinued operation for all periods presented.
Current report — wording carried from elsewhere
Revenue was $28.5 million for the three months ended June 30, 2026, representing an increase of $5.0 million, or 21%, compared with the same period in 2025.
Current report — wording carried from elsewhere
Cost of revenue increased $4.7 million, or 31%, for the six months ended June 30, 2026 compared to the same period in 2025. The increase during the the six months ended June 30, 2026 was largely driven by the increase in sales compared to the same period in the prior year in addition to an increase in sales in lower margin products.
Current report — wording carried from elsewhere
Gross margin decreased by 1% for the three months ended June 30, 2026 compared to the same period in 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On April 4, 2025, we consummated the PanTHERA Transaction. The aggregate purchase price of the acquisition was $16.8 million, which included $11.5 million in cash and 213,360 shares of our common stock. Additionally, pursuant to the