8-K current report · filed Jul 22, 2026

BIOLIFE SOLUTIONS INC (BLFS) 8-K Current Report: July 22, 2026

Item 1.01Item 2.02Item 7.01Item EX-99.1BLFS overview

Short answer

BIOLIFE SOLUTIONS INC (BLFS) filed an 8-K current report with the SEC on July 22, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.02 (Results of Operations and Financial Condition), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Employee town-hall presentation related to the announced merger, furnished as Exhibit 99.2.

BIOLIFE SOLUTIONS INC 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Employee town-hall presentation related to the announced merger, furnished as Exhibit 99.2
  • Presentation may provide employees and investors additional transaction context beyond the merger announcement

Item 2.02 · Results of Operations and Financial Condition

  • Preliminary unaudited revenue announcement for Q2 2026 ended June 30, 2026
  • Full financial details contained in Exhibit 99.1, requiring review for revenue figures and operating trends

Item 7.01 · Regulation FD Disclosure

  • BioLife and Repligen entered a merger agreement, creating a material strategic transaction for BioLife shareholders
  • Joint press release contains transaction terms and expected shareholder implications

Item EX-99.1 · Exhibit EX-99.1

  • Repligen to acquire BioLife for approximately $1.5B enterprise value, offering $31.00 per share and a 24% premium to 90-day VWAP
  • Consideration mix: 64% Repligen stock and 36% cash, including $11.25 cash plus 0.1442 Repligen shares per BioLife share
  • BioLife shareholders gain immediate cash and continued upside exposure, while accepting transaction-completion and stock-value risks
  • BioLife preliminary Q2 revenue $28.5M, up 21% from $23.4M; standalone earnings call canceled pending acquisition
  • Closing targeted for Q4 2026, subject to regulatory clearance, BioLife shareholder approval, and customary conditions

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