{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-24-017460","form_type":"8-K","ticker":"BLFS","cik":"0000834365","company_name":"BIOLIFE SOLUTIONS INC","filed_at":"2024-04-23T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.110496+00:00","generated_at":"2026-06-03T13:08:05.940357+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"BioLife Solutions sells Global Cooling for $1, incurs ~$7.4M cash outflows","bullets":["Sold Global Cooling for $1.00; provided $4.9M to meet $7M cash closing condition.","Repaid $2.6M of Global Cooling’s term loan and assumed $1.8M in accounts payable.","Pro forma 2023 revenue drops to $107M from $143M; net loss improves from $66.4M to $57.9M.","Recorded $8.3M pro forma loss on sale; $2.5M RIF costs and $4.5M stock acceleration charges.","SVB consented, released liens on Global Cooling assets; $500K termination fee added to loan agreement."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-24-017460","json":"https://secwatch.observer/filing/0001628280-24-017460.json","markdown":"https://secwatch.observer/filing/0001628280-24-017460.md","text":"https://secwatch.observer/filing/0001628280-24-017460.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/834365/000162828024017460/0001628280-24-017460-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/834365/000162828024017460/blfs-20240417.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-03T13:08:05.940357+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":"c62e7d4841ea8247f4728f1b27379852f2ce9828","claim":"BIOLIFE SOLUTIONS INC completed a disposition involving GCI Holdings Company, LLC for $1.00 (closed 2024-04-17).","evidence_excerpt":"tock Purchase Agreement for Global Cooling Divestiture On April 17, 2024, BioLife Solutions, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement, dated April 17, 2024 (the “Purchase Agreement”), by and between the Company and GCI Holdings Company, LLC, an Ohio limited liability company that is wholly owned by an employee of Global Cooling (as defined below) (“Buyer”), for the sale of all of the issued and outstanding shares of common stock (the “Shares”) of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”), to Buyer for an aggregate purchase price of $1.00 (the “Transaction”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000162828024017460/0001628280-24-017460-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"GCI Holdings Company, LLC"},{"label":"Consideration","value":"$1.00"},{"label":"Closing","value":"2024-04-17"}],"fact_type":"ma_transaction"},{"claim_id":"02d9fd7ea440e1be6fe6c6556c26e14daf05ed38","claim":"BIOLIFE SOLUTIONS INC entered into Stock Purchase Agreement with GCI Holdings Company, LLC valued at $1.00 (effective 2024-04-17).","evidence_excerpt":"on April 17, 2024, BioLife Solutions, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement, dated April 17, 2024 (the “Purchase Agreement”), by and between the Company and GCI Holdings Company, LLC, an Ohio limited liability company that is wholly owned by an employee of Global Cooling (as defined below) (“Buyer”), for the sale of all of the issued and outstanding shares of common stock (the “Shares”) of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”), to Buyer for an aggregate purchase price of $1.00 (the “Transaction”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000162828024017460/0001628280-24-017460-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"GCI Holdings Company, LLC"},{"label":"Value","value":"$1.00"},{"label":"Effective","value":"2024-04-17"}],"fact_type":"material_agreement"},{"claim_id":"486c37a25df28dbae8a5e48499843e4dcefc337b","claim":"BIOLIFE SOLUTIONS INC entered into Consent and Second Amendment to Loan and Security Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (effective 2024-04-17).","evidence_excerpt":"On April 17, 2024, the Company entered into a Consent and Second Amendment to Loan and Security Agreement, dated April 17, 2024 (the “Amendment”), 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”), Global Cooling, and Sexton Biotechnologies, Inc., a Delaware corporation (“Sexton,” and together with the Company, SAVSU, Arctic, SciSafe, and Global Cooling, “Borrower”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/834365/000162828024017460/0001628280-24-017460-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Silicon Valley Bank, a division of First-Citizens Bank & Trust Company"},{"label":"Effective","value":"2024-04-17"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}