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 July 7, 2020, Biolife Solutions, Inc. (“we,” “us,” “our,” or the “Company”) closed its recently announced public offering (the “offering”) of common stock for gross proceeds of approximately $86.3 million. The shares in the offering were offered and sold by the Company to a prospectus supplement dated as of July 2, 2020, which was filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2020, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3, which was filed with the SEC on September 24, 2019, and subsequently declared effective on October 4, 2019 (File Nos. 333-233912 and 333-239637) (the “Registration Statement”).
The offering was conducted to an underwriting agreement (the “Agreement”) between the Company, Cowen and Company, LLC, Oppenheimer & Co. Inc. and Stephens Inc., as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), that was entered into on July 2, 2020. We sold 5,951,250 shares of common stock in the offering, including 776,250 shares to the exercise by the Underwriters, in full, of the option to purchase additional shares granted to the Underwriters, at a purchase price of $14.50 per share. The material terms of the offering are described in the Registration Statement and the Prospectus Supplement. The Agreement contains customary representations, warranties and agreements of us and the Underwriters. We also agreed in the Agreement to indemnify the Underwriters against certain liabilities.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on form 8-K and is incorporated by reference herein.
The legal opinion and consent of Ellenoff Grossman & Schole LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| 23.1 | Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1) |
BIOLIFE SOLUTIONS INC Exhibit
EX-5.1 2 ex_193388.htm EXHIBIT 5.1 ex_193388.htm Exhibit 5.1 1345 AVENUE OF THE AMERICAS,…
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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.
