BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 7, 2019, BioLife Solutions, Inc. (the “Company”) consummated the acquisition (the “Acquisition”) of SAVSU Technologies, Inc., a Delaware corporation (“SAVSU”), to a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company, SAVSU and SAVSU Origin LLC, a Delaware limited liability company and the sole stockholder of SAVSU (“Seller”). to the Exchange Agreement, Seller agreed to transfer to the Company and the Company agreed to acquire from the Seller 8,616 shares of common stock of SAVSU, representing the remaining 56% of the outstanding shares of SAVSU that the Company did not own, in exchange for 1,100,000 shares of common stock (the “Exchange Shares”) of the Company. The Acquisition was completed following the Company’s previously announced exercise on July 8, 2019 of its option to purchase the remaining shares of SAVSU. As a result of the Acquisition SAVSU became a wholly-owned subsidiary of the Company.
The Exchange Agreement contains customary representation, warranties and covenants of the parties. In addition, the Company agreed to include the Exchange Shares among the shares the Company registers for resale on the next resale Registration Statement on Form S-3 that the Company files with the Securities and Exchange Commission.
In connection with the Acquisition, Seller and each of its members entered into a Non-Competition and Non-Solicitation Agreement in favor of the Company and SAVSU. In addition, Dana Barnard, the Chief Executive Officer of SAVSU, has agreed to provide consulting services to the Company and Bruce McCormick, the President and Chief Technology Officer of SAVSU, has agreed to become an employee of the Company.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The representations and warranties and the covenants in the Exchange Agreement were made solely for the benefit of the parties to the Exchange Agreement for the purpose of allocating contractual risk among those parties and do not establish such matters as facts. Investors should not rely on the representations and warranties and the covenants as characterizations of the actual state of facts or condition of the Company, SAVSU or any of their respective subsidiaries or affiliates.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. All of the shares of the Exchange Shares described in this Current Report on Form 8-K are being offered and sold to Seller, an accredited investor, in reliance upon exemptions from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K in connection with the Acquisition will be filed by amendment to this Current Report on Form 8-K (“Closing Form 8-K”) within 71 calendar days after the date this Closing Form 8-K is required to be filed with the Securities and Exchange Commission (the “SEC”)
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Acquisition will be filed by amendment to this Closing Form 8-K within 71 calendar days after the date this Closing Form 8-K is required to be filed with the SEC.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this current report.
† The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
BIOLIFE SOLUTIONS INC Exhibit
EX-2.1 2 ex_155031.htm EXHIBIT 2.1 ex_155031.htm Exhibit 2.1 Execution Version CONFIDENTIAL Share Exchange Agreement AND PLAN OF REORGANIZATION by and among BIOLIFE SOLUTIONS,…
To view the full exhibit click here
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.
