BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 13, 2019, BioLife Solutions, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, Astero Bio Corporation, a Delaware corporation (“Astero”), the stockholders of Astero set forth in Annex I of the Purchase Agreement (collectively, the “Sellers”, and together with the Company, the “Seller Parties”), and Timothy C. Bush, in the capacity of the representative of the Sellers (the “Seller Representative”) in accordance with the Purchase Agreement, to which the Company will purchase from the Sellers one hundred percent (50%) of the issued and outstanding capital shares or other equity interests of Astero (the “Acquisition”).
In connection with the Acquisition, the Company will pay to the Sellers (i) a base payment in the amount of $12,500,000, consisting of (x) an initial cash payment of $8,000,000 (the “Initial Cash Payment”) payable at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to adjustment for net working capital, net debt and net cash and transaction expenses, and (y) a deferred cash payment of $4,500,000 (subject to an escrow holdback) payable upon the earlier of Astero meeting certain product development milestones or one year after the date of the Closing (the “Product Milestone Payment”), and (ii) earnout payments in calendar years 2019, 2020 and 2021 of up to an aggregate of $3,500,000, which shall be payable to Sellers upon Astero achieving certain specified revenue targets in each year and a separate earnout payment of up to $5,000,000 for calendar year 2021 which shall be payable to Sellers upon Astero achieving a cumulative revenue target over the three-year period from 2019 to 2021 (such amounts, collectively, the “Purchase Price”). The obligations of the parties to consummate the Acquisition is subject to customary closing conditions. In addition, as a condition to the Closing, the Company will enter into employment agreements with certain Sellers, Timothy C. Bush, Samuel Kent and Brian Schryver to which each will continue to work on the Astero line of products.
The Purchase Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including, among other reasons, by written notice by either the Company or the Seller Representative if the Closing has not occurred on or prior to April 30, 2019.
If the Purchase Agreement is terminated, all further obligations of the parties under the Purchase Agreement (except for certain obligations related to publicity, confidentiality, no trading, fees and expenses, termination and general provisions) will terminate, and no party to the Purchase Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Purchase Agreement prior to termination. There are no termination fees in connection with the termination of the Purchase Agreement.
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.