BIOLIFE SOLUTIONS INC (BLFS): M&A transaction — BioLife Solutions sells SciSafe for $73M cash; closes Nov 12, 2024

BIOLIFE SOLUTIONS INC

Sold all SciSafe shares to Subzero Purchaser Corp. for $73M; repaid $0.9M of SciSafe debt and paid $3.3M to waive earn-out rights.
Entered transition services agreement with SciSafe for up to 6 months post-close.
Amended SVB loan agreement; added $750K non-refundable termination fee upon early loan termination.
Amended bylaws: quorum reduced to one-third voting power; added exclusive forum for derivative/Securities Act claims.
Pro forma shows continuing ops net income of $9.5M for H1 2024 vs. historical loss of $11.4M; net loss per share improved to $(0.22).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.98

BIOLIFE SOLUTIONS INC: On November 12, 2024, the Company amended and restated its bylaws to make certain updates and revisions, including provisions about meeting adjournments, quorum requirements, record dates, meeting conduct, advance notice for stockholder proposals, director vacancies, officer positions, indemnificati (effective 2024-11-12).

Change: bylaw amendment
Effective: 2024-11-12

Exact text from the filing

On November 12, 2024, the Company amended and restated its bylaws to make certain updates and revisions (the “Amended and Restated Bylaws”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BIOLIFE SOLUTIONS INC completed a disposition involving Subzero Purchaser Corp. for $73.0 million (closed 2024-11-12).

Action: disposition
Counterparty: Subzero Purchaser Corp.
Consideration: $73.0 million
Closing: 2024-11-12

Exact text from the filing

for the sale by Seller of all of the issued and outstanding shares of common stock (the “Shares”) of SciSafe to Buyer for an aggregate purchase price of $73.0 million

View on SEC.gov

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BIOLIFE SOLUTIONS INC filing history →

Source: SEC EDGAR

accession 0001628280-24-046909

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