{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-415012","form_type":"8-K","ticker":"BLFS","cik":"0000834365","company_name":"BIOLIFE SOLUTIONS INC","filed_at":"2026-10-06T13:11:23+00:00","discovered_at":"2026-10-06T13:12:00.274788+00:00","generated_at":"2026-10-12T16:29:43.760385+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","5.07","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Repligen closes BioLife acquisition; holders get $11.25 cash plus 0.1442 Repligen shares","bullets":["Merger completed Oct 6, 2026 under the July 21, 2026 agreement; BioLife shareholders received $11.25 cash plus 0.1442 Repligen shares per share.","Special meeting Oct 5, 2026: merger adopted 40,910,337 for vs 83,451 against; 48,923,333 shares outstanding at Sept 3 record date; 83.79% represented.","Advisory vote on merger-related named-executive compensation passed 35,037,565 for vs 5,914,889 against; the adjournment proposal was moot.","All 7 BioLife directors (de Greef, Coste, DuRoss, Ellingson, Goswami, Hunt, Moore) and NEOs (de Greef, Wichterman, Mathew, Berard, Warner) exited at the effective time.","BioLife options, RSUs, PSUs and restricted stock accelerated and vested in full; Nasdaq trading suspended Oct 6 with Form 25 delisting and Form 15 deregistration planned."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-415012","json":"https://secwatch.observer/filing/0001193125-26-415012.json","markdown":"https://secwatch.observer/filing/0001193125-26-415012.md","text":"https://secwatch.observer/filing/0001193125-26-415012.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/d753652d8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T16:29:43.760385+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"04f617d057","claim":"Cathy Coste departed as Director at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"050d7ae503","claim":"Tim Moore departed as Director at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"05a08f8909","claim":"Sean Warner resigned as other_named_officer at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Effective as of the First Merger Effective Time, each of Roderick de Greef, Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner, comprising all of BioLife’s named executive officers, resigned from their respective positions with BioLife.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"1579a02a3c","claim":"Roderick de Greef departed as Director at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3201d43fbd","claim":"Aby J. Mathew resigned as other_named_officer at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Effective as of the First Merger Effective Time, each of Roderick de Greef, Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner, comprising all of BioLife’s named executive officers, resigned from their respective positions with BioLife.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"a83133020b","claim":"Rachel Ellingson departed as Director at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b65dabb753","claim":"Todd Berard resigned as other_named_officer at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Effective as of the First Merger Effective Time, each of Roderick de Greef, Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner, comprising all of BioLife’s named executive officers, resigned from their respective positions with BioLife.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"b91d5f9ef5","claim":"Joydeep Goswami departed as Director at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d747332d2e","claim":"Troy Wichterman resigned as other_named_officer at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Effective as of the First Merger Effective Time, each of Roderick de Greef, Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner, comprising all of BioLife’s named executive officers, resigned from their respective positions with BioLife.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"e9c01b5f3d","claim":"Amy DuRoss departed as Director at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ec994a9887","claim":"Tony Hunt departed as Director at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f23954da44","claim":"Roderick de Greef resigned as other_named_officer at BIOLIFE SOLUTIONS INC.","evidence_excerpt":"Effective as of the First Merger Effective Time, each of Roderick de Greef, Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner, comprising all of BioLife’s named executive officers, resigned from their respective positions with BioLife.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000119312526415012/0001193125-26-415012-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}