At the effective time of the First Merger (the “First Merger Effective Time”), each share of BioLife’s common stock, par value $0.001 per share (“BioLife Common Stock”), issued and outstanding immediately prior to the First Merger Effective Time (other than (i) any shares that were held by BioLife in treasury or owned by Repligen, Merger Sub 1 or Merger Sub 2 (the “Excluded Shares”) and (ii) shares with respect to which appraisal rights were properly exercised and perfected, and were not with…

Changes in Control of Registrant. The disclosures under the “Explanatory Note” and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated by reference into this

Director: The filing describes a complete turnover of the board and executive team due to a merger, which is a structural corporate event rather than a routine departure or promotion.

Material Modification to Rights of Security Holders. At the First Merger Effective Time, as a result of the consummation of the First Merger, each holder of the BioLife Shares outstanding immediately prior to the First Merger Effective Time (other than the Excluded Shares, which were cancelled as of the First Merger Effective Time) ceased to have any rights as a stockholder of BioLife (other than (i) in the case of BioLife Shares other than the Dissenting Shares, the right to receive the Merg…

As a result of the Mergers, BioLife has ceased to exist as a separate legal entity and therefore no longer fulfills the listing requirements of The Nasdaq Capital Market (“Nasdaq”). In connection with the consummation of the Mergers, on October 5, 2026, BioLife notified Nasdaq that it anticipates that the Mergers will close prior to the opening of trading on October 6, 2026 and requested that Nasdaq (i) halt trading of BioLife Common Stock following closing of the after-market trading session…

Other Events. As previously disclosed, on July 21, 2026, BioLife Solutions, Inc., a Delaware corporation (“BioLife”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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 w…

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. Merger Agreement On July 21, 2026, BioLife Solutions, Inc., a Delaware corporation (“BioLife” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among, BioLife, 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 owne…

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Results of Operations and Financial Condition. On May 7, 2026, BioLife Solutions, Inc. (the “Company”) issued a press release announcing unaudited financial results and operational highlights for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Chief Quality and Operations Officer — Karen Foster: The filing discloses the planned retirement of a senior officer (CQOO) with no indication of disagreement or sudden loss, representing an orderly succession rather than a shock departure.

Results of Operations and Financial Condition. On November 6, 2025, BioLife Solutions, Inc. (the “Company”) issued a press release announcing unaudited financial results and operational highlights for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Results of Operations and Financial Condition. On August 7, 2025, BioLife Solutions, Inc. (the “Company”) issued a press release announcing unaudited financial results and operational highlights for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Results of Operations and Financial Condition. On May 8, 2025, BioLife Solutions, Inc. (the “Company”) issued a press release announcing unaudited financial results and operational highlights for the first quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Director — Catherine Coste: The filing discloses the appointment of a new independent director to the board and audit committee, which is a standard governance action and not a departure of an existing executive.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Tony J. Hunt: The filing discloses the appointment of a new independent director to the board, which is a routine governance event and not a departure of a senior executive.

Completion of Acquisition or Disposition of Assets. The information set forth in

Entry into a Material Definitive Agreement. Stock Purchase Agreement for CBS Divestiture On November 14, 2024, BioLife Solutions, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, Standex International Corporation, a Delaware corporation (“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…

Entry into a Material Definitive Agreement. Stock Purchase Agreement for SciSafe Divestiture On November 12, 2024, BioLife Solutions, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, Subzero Purchaser Corp., a Delaware corporation (“Buyer”), SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company (“Seller”), and SciSafe, Inc., a New Jersey corporation and an indirec…

Completion of Acquisition or Disposition of Assets. The information set forth in

Results of Operations and Financial Condition. On November 12, 2024, BioLife Solutions, Inc. (the “Company”) issued a press release announcing unaudited financial results and operational highlights for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.