BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.
On May 22, 2020, BioLife Solutions, Inc. (the “Company”) closed its previously announced financing transaction (the “Transaction”) with Casdin Partners Master Fund, L.P. (the “Purchaser”) to which the Company received gross proceeds of approximately $20,000,000. The Transaction was consummated to a share purchase agreement, dated May 14, 2020 (the “SPA”), between the Company and the Purchaser. to the terms of the Transaction, at closing, the Company issued to the Purchaser 1,904,762 shares (the “Shares”) of Company common stock at the purchase price of $10.50 per Share. The Company has granted the Purchaser certain registration rights requiring the Company to file a registration statement with the Securities and Exchange Commission covering the resale by the Purchaser of all shares of Company common stock held by the Purchaser. The SPA also contains customary representations, warranties and agreements.
The form of SPA is attached to this Current Report as Exhibit 10.1. All descriptions of the SPA herein are qualified in their entirety to the text of Exhibit 10.1 hereto, which is incorporated herein by reference.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the sale was made to the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D (“Reg. D”) promulgated under the Securities Act because, among other things, the Purchaser is an “accredited investor” (as defined under Reg. D) and the Purchaser purchased the securities for its own account and not with a view to distributing or reselling the securities in violation of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
BIOLIFE SOLUTIONS INC Exhibit
EX-10.1 2 ex_188166.htm EXHIBIT 10.1 ex_188166.htm Exhibit 10.1 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this “Agreement”),…
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About BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS)
BioLife Solutions, Inc. (BioLife) is engaged in the developing, manufacturing and marketing a portfolio of biopreservation tools and services for cells, tissues and organs, including clinical grade cell and tissue hypothermic storage and cryopreservation freeze media and a related cloud hosted biologistics cold chain management application for shippers. The Company’s product offerings include hypothermic storage and cryopreservation freeze media products for cells, tissues, and organs; generic blood stem cell freezing and cell thawing media products; custom product formulation and custom packaging services; cold chain logistics services incorporating precision thermal packaging products and cloud-hosted Web applications, and contract aseptic manufacturing formulation, fill and finish services of liquid media products. Its products include HypoThermosol FRS, CryoStor, BloodStor, Cell Thawing Media, PrepaStor and biologistex cold-chain management service.
