Every material Form 8-K BioLife Solutions has filed with the SEC since November 12, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
BioLife Solutions became a wholly owned subsidiary of Repligen after the two companies closed their merger on October 6, 2026. Each BioLife share was converted into 0.1442 Repligen shares plus $11.25 in cash, and BioLife stock is set to be suspended from Nasdaq and deregistered, so shareholders no longer hold a public BioLife stake.
Each BioLife share converted into 0.1442 Repligen common shares plus $11.25 in cash, without interest.
Mergers closed on October 6, 2026; BioLife stock to be suspended from Nasdaq at the close of business that day.
Stockholders adopted the merger agreement at the October 5, 2026 special meeting: 40,910,337 for, 83,451 against, 807 abstaining.
All BioLife directors and five named executive officers resigned effective at the First Merger Effective Time.
BioLife Solutions reported second-quarter 2026 revenue of $28.5 million, up 21% from a year earlier, and GAAP net income of $45.1 million, which includes a $42.4 million non-cash income tax benefit from the release of a valuation allowance. The company also disclosed a July 21, 2026 agreement under which Repligen will acquire BioLife for a total enterprise value of about $1.5 billion, after which BioLife will no longer be publicly traded, so shareholders' outcome depends on that deal closing.
Q2 2026 revenue was $28.5 million, up $5.0 million or 21% from $23.4 million in Q2 2025 and up 4% from Q1 2026.
GAAP net income was $45.1 million, or $0.92 per basic share, including the $42.4 million tax benefit; adjusted net income was $4.2 million.
GAAP gross margin was 64% versus 65% a year earlier; adjusted EBITDA was $7.4 million, or 26% of revenue.
Repligen will pay $11.25 in cash and 0.1442 Repligen shares per BioLife share; closing is expected in Q4 2026, subject to stockholder and regulatory approvals.
BioLife Solutions agreed on July 21, 2026 to be acquired by Repligen Corporation in a merger. Each BioLife share will receive $11.25 in cash and 0.1442 Repligen shares, which the press release values at $31.00 per share, a 24% premium to the 90-day VWAP through July 21, 2026. The deal is expected to close in the fourth quarter of 2026 and requires BioLife stockholder approval and other customary conditions.
Consideration per BioLife share: $11.25 in cash plus 0.1442 Repligen common shares, valued at $31.00 total in the press release
BioLife may owe Repligen a termination fee of $59,000,000 in specified circumstances
Mergers expected to close in the fourth quarter of 2026; outside date January 31, 2027, subject to extension
BioLife preliminary second-quarter 2026 revenue of $28.5 million, up 21% from $23.4 million; full results due August 6, 2026
BioLife Solutions reported unaudited first-quarter 2026 results, with revenue of $27.5 million, up 25% from $22.1 million a year earlier, and GAAP net income of $1.2 million, compared with $0.3 million. The company reiterated its full-year 2026 revenue guidance of $112.5 million to $115.0 million, which matters to shareholders because it signals the company expects to keep its growth pace for the year.
Q1 2026 revenue was $27.5 million, up $5.4 million or 25% from $22.1 million in Q1 2025.
GAAP net income was $1.2 million, or $0.02 per share, compared with $0.3 million, or $0.01 per share, in Q1 2025.
Adjusted EBITDA was $6.2 million, or 22% of revenue, compared with $5.4 million, or 24% of revenue, a year earlier.
2026 revenue guidance of $112.5 million to $115.0 million, representing 17% to 20% growth, was reiterated; cash and marketable securities were $111.5 million at March 31, 2026.
BioLife Solutions reported fourth quarter and full year 2025 results and introduced 2026 guidance of $112.5 million to $115.0 million in revenue, up 17% to 20%. Revenue grew in both periods and the company returned to a quarterly net profit from continuing operations, but the full-year loss from continuing operations widened to $12.1 million from $8.8 million, including a $15.5 million in-process R&D expense.
Q4 2025 revenue from continuing operations was $24.8 million, up 20% from $20.7 million; full-year revenue was $96.2 million, up 29%.
Q4 2025 GAAP net income from continuing operations was $2.1 million, or $0.04 per share, compared with a $1.2 million loss in Q4 2024.
Full-year 2025 GAAP net loss from continuing operations was $12.1 million, compared with $8.8 million in 2024; adjusted EBITDA was $25.0 million, or 26% of revenue.
The company completed the sale of evo on October 6, 2025, for $25.5 million in cash; cash, equivalents and marketable securities were $120.2 million at December 31, 2025.
BioLife Solutions reported preliminary, unaudited revenue from continuing operations of $96.2 million for 2025, up 29% from 2024, and $24.8 million for the fourth quarter, up 20%. The full-year figure exceeded the top of the guidance range raised in November 2025 ($95.0 million to $96.0 million, adjusted for the evo sale). The company said final results may differ and will provide 2026 guidance with its complete 2025 results in February.
Full-year 2025 revenue from continuing operations: $96.2 million, up from $74.6 million in 2024
Fourth-quarter 2025 revenue: $24.8 million, up from $20.7 million a year earlier
Full-year revenue exceeded the top of the raised guidance range of $95.0 million to $96.0 million
About $1.3 million in biopreservation media revenue was accelerated into the third quarter of 2025 at a customer's request, so it is not in fourth-quarter revenue
BioLife Solutions said its Chief Quality and Operations Officer, Karen Foster, will retire effective March 31, 2026, after giving notice on January 8, 2026. The company states her decision was not due to any disagreement over its operations, policies or practices.
Karen Foster, Chief Quality and Operations Officer, gave notice of retirement on January 8, 2026
Retirement is effective March 31, 2026
The filing states no disagreement with the company on operations, policies or practices
BioLife Solutions reported unaudited third-quarter 2025 results, with total revenue up 31% year over year to $28.1 million and GAAP net income of $0.6 million, compared with a net loss of $0.5 million from continuing operations a year earlier. The company raised its 2025 Cell Processing revenue guidance to $93.0 million to $94.0 million and gave total revenue guidance of $95.0 million to $96.0 million, adjusted for the October 2025 sale of its evo cold chain logistics business.
Q3 2025 total revenue was $28.1 million, up 31% from $21.4 million in Q3 2024; Cell Processing revenue was $25.4 million, up 33%.
GAAP gross margin was 62% versus 63% a year earlier, and the quarter included an inventory reserve of about $0.6 million.
Nine-month GAAP net loss was $15.7 million, including $15.5 million of IPR&D expense; the company completed the evo sale on October 6, 2025 for $25.5 million in cash, subject to adjustments.
Cash, cash equivalents, and marketable securities were $98.4 million as of September 30, 2025, before evo sale proceeds.
BioLife Solutions reported unaudited second-quarter 2025 revenue of $25.4 million, up 29% from a year earlier, and raised its full-year 2025 revenue guidance to $100.0 million to $103.0 million. The GAAP net loss widened to $15.8 million, which includes a non-cash $15.5 million in-process R&D expense tied to the April 2025 PanTHERA acquisition.
Q2 2025 total revenue was $25.4 million, up from $19.7 million in Q2 2024.
GAAP net loss from continuing operations was $15.8 million, versus $5.6 million a year earlier, including a $15.5 million non-cash IPR&D expense.
Full-year 2025 revenue guidance was raised to $100.0 million to $103.0 million from $95.5 million to $99.0 million.
Adjusted EBITDA was $6.1 million, or 24% of revenue, compared with $3.9 million, or 20% of revenue, in Q2 2024.
BioLife Solutions reported unaudited first-quarter 2025 results, with total revenue of $23.9 million, up 30% from $18.4 million a year earlier. The GAAP net loss from continuing operations narrowed to $0.4 million from $3.2 million, and the company affirmed its 2025 revenue guidance of $95.5 million to $99.0 million.
Q1 2025 total revenue was $23.9 million, up $5.5 million or 30% year over year; Cell Processing revenue rose 33% to $21.6 million.
GAAP net loss from continuing operations was $0.4 million, or $0.01 per share, versus $3.2 million, or $0.07 per share, in Q1 2024.
Adjusted EBITDA was $5.7 million, or 24% of revenue, compared with $2.6 million, or 14%, a year earlier.
The company affirmed 2025 revenue guidance of $95.5 million to $99.0 million, and cash, cash equivalents and marketable securities were $107.6 million as of March 31, 2025.
BioLife Solutions appointed Catherine Coste, a former Deloitte senior partner and licensed CPA, to its board effective March 18, 2025, increasing board membership to seven. She also replaces Joydeep Goswami as audit committee chair, with Goswami remaining a director and audit committee member. The filing describes the change as a board and governance update and does not report any financial results.
Coste's appointment is effective March 18, 2025, and she serves until the 2025 Annual Meeting of Stockholders.
Board membership increases to seven; Coste replaces Joydeep Goswami as audit committee chair.
Coste retired from Deloitte in September 2020 after more than 32 years with the firm.
Coste will receive the same prorated compensation as the company's other non-employee directors.
BioLife Solutions' board appointed Tony J. Hunt, Executive Chairman of Repligen Corporation, as a director effective January 2, 2025, and as a member of the Audit Committee. His appointment increases the board to six members and is described as independent under Nasdaq rules.
Tony J. Hunt joins the board effective January 2, 2025 and will serve on the Audit Committee.
Hunt has been Executive Chairman of Repligen since September 2024 and previously served as its CEO from May 2015.
Hunt will receive the same compensation as the company's other non-employee directors, per the 2024 proxy statement filed June 5, 2024.
The company announced the appointment in a press release dated December 16, 2024.
BioLife Solutions agreed to sell all shares of its wholly owned subsidiary Custom Biogenic Systems (CBS) to Standex International for an aggregate price of about $6.1 million, subject to adjustment, and the sale closed on November 14, 2024. The filing says the company also paid $2.0 million in accelerated share compensation to former employees and repaid about $1.5 million of CBS debt, and its pro forma figures show a $840,000 loss on the sale.
Buyer is Standex International Corporation; sale price is about $6.1 million, subject to adjustment, with closing on November 14, 2024
Company incurred $2.0 million in compensation expense from accelerating unvested shares for former employees who stayed with CBS
Company was required to repay about $1.5 million of CBS indebtedness; pro forma loss on sale of CBS is $840,000 as of September 30, 2024
Company will provide transition services to CBS and is bound by two-year non-compete and non-solicitation covenants
BioLife Solutions reported unaudited third-quarter 2024 revenue of $30.6 million, up 30% from a year earlier, and a GAAP net loss from continuing operations of $1.7 million, down from $15.8 million. The company also completed the $73.0 million cash sale of its SciSafe biostorage subsidiary on November 12, 2024, and cut its full-year 2024 total revenue guidance to $98.0 million to $100.0 million from $99.0 million to $101.0 million, citing the divestiture.
Q3 2024 total revenue was $30.6 million, up from $23.6 million in Q3 2023 and up 8% sequentially.
Q3 2024 GAAP net loss from continuing operations was $1.7 million, or $0.04 per share, versus $15.8 million, or $0.36 per share, a year earlier.
Adjusted EBITDA was $6.1 million, or 20% of revenue, compared with $1.4 million, or 6%, in Q3 2023.
Cell Processing 2024 revenue guidance was raised to $72.0 million to $73.0 million, while Biostorage Services guidance was lowered to $26.0 million to $27.0 million.
BioLife Solutions completed the sale of its SciSafe subsidiary to Subzero Purchaser Corp. on November 12, 2024, for an aggregate price of $73.0 million, subject to adjustment. The same day, the company amended and restated its bylaws, including lowering the stockholder meeting quorum to one-third of voting power. The unaudited pro forma figures in the filing show a $39.6 million gain on the sale as of June 30, 2024, and SciSafe will be reported as discontinued operations from 2024 onward.
Sale of SciSafe to Subzero Purchaser Corp. closed November 12, 2024, for $73.0 million, subject to adjustment
BioLife paid former SciSafe stockholders about $3.3 million to waive certain earn-out payments and repaid about $0.9 million of SciSafe debt
Silicon Valley Bank loan amendment dated November 11, 2024 adds a $750,000 non-refundable termination fee
Amended bylaws, adopted November 12, 2024, set stockholder meeting quorum at one-third of voting power and add a Delaware exclusive forum provision
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