BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Contribution Agreement
On December 31, 2016, BioLife Solutions, Inc. (the
Company) entered into a Contribution Agreement (the
Contribution Agreement) with Savsu Technologies, LLC, a
Delaware limited liability company (Savsu) and biologistex
CCM, LLC, a Delaware limited liability company
(biologistex). The closing of the transactions
contemplated by the Contribution Agreement occurred on December
31, 2016 (the Closing Date), simultaneously with the
entrance into the Contribution Agreement.
Biologistex is a joint venture entered into by the Company and
Savsu on or about September 29, 2014 for the purpose of
acquiring, developing, maintaining, owning, operating, leasing
and selling an integrated platform of a cloud-based information
service and precision thermal shipping products based on Savsus
next generation EVO smart container shipment platform. Prior to
the Closing Date, biologistex was owned 52% by the Company and
48% by Savsu.
to the Contribution Agreement, Savsu contributed certain of its
patent and trademark rights, personal property and related
contracts to biologistex in exchange for the issuance from
biologistex to Savsu of an additional 7% membership interest in
biologistex, so that upon the closing thereunder, Savsu owned 55%
of biologistex and the Company owned 45% of biologistex. Other
than liabilities for obligations to be performed to the contracts
which were contributed to biologistex by Savsu, biologistex did
not assume any liabilities of Savsu in connection with the
Contribution Agreement.
In connection with the Contribution Agreement, the Company (i)
contributed to biologistex as a capital contribution outstanding
loans owed by biologistex to the Company in the aggregate amount
of $6,694,247 and (ii) transferred to Savsu certain inventory
that it previously purchased from Savsu in exchange the
cancellation of any outstanding obligations that the Company owed
to Savsu in connection with such inventory purchases, which
inventory was then contributed by Savsu to biologistex. The
Contribution Agreement also terminated any requirement which the
Company may have had to purchase any inventory from Savsu or
contribute any inventory to biologistex.
In addition, to the Contribution Agreement, the Company agreed
that it will transfer to Savsu (i) on the first anniversary of
the Closing Date, 11.11% of its membership interest in
biologistex owned as of the Closing Date, such that on the first
anniversary of the Closing Date the Company will own 40% of
biologistex (assuming that there are no other issuances or
transfers of biologistex equity interests after the Closing
Date), and (ii) on the second anniversary of the Closing Date,
33.33% of its membership interest in biologistex owned as of the
Closing Date, such that on the first anniversary of the Closing
Date the Company will own 25% of biologistex (assuming that there
are no other issuances or transfers of biologistex equity
interests after the Closing Date). However, if certain liquidity
events, such as change in control or initial public offering,
occur with respect to biologistex between the second anniversary
and third anniversary of the Closing Date, Savsu will pay to the
Company an amount of the net proceeds therefrom as if the Company
had only transferred to Savsu on the second anniversary of the
Closing Date an amount of membership interests in biologistex
equal to 11.11% of the Companys membership interest in
biologistex owned as of the Closing Date, such that the Company
would be treated for such purposes as if it owned 35% of
biologistex (assuming that there are no other issuances or
transfers of biologistex equity interests after the Closing
Date).
Amended and Restated Biologistex Operating
Agreement
In connection with the Contribution Agreement, on the Closing
Date, the Company, Savsu and biologistex entered into an Amended
and Restated Operating Agreement of biologistex (the Amended
JV Operating Agreement), amending and restating the limited
liability company operating agreement of biologistex initially
entered into by such parties on September 29, 2014. The Amended
JV Operating Agreement provides that as of the Closing Date,
biologistexs membership interests are owned 45% by the Company
and 55% by Savsu.
to the Amended JV Operating Agreement, biologistex will be
managed by a three member management committee, initially
consisting of Dana Barnard and Bruce McCormick, both designated
by Savsu, and Michael Rice, designated by the Company (the
Management Committee). Certain fundamental actions by the
Management Committee require approval of members holding at least
60% of the membership interests of biologistex (including both
Savsu and the Company). Biologistexs membership interests are
also subject to transfer restrictions in the Amended JV Operating
Agreement, including drag-along and tag-along rights.
Services Agreement
In connection with the Contribution Agreement, on the Closing
Date, the Company and biologistex entered into a Services
Agreement (theServices Agreement) whereby the Company will
provide certain sales and marketing services to biologistex in
exchange for payment by biologistex to the Company of (i) a cash
fee for the first year of the contract only, (ii) a commission
(the Commissions), paid quarterly, equal to 20% of the
gross revenues of biologistex from any customer account resulting
from sales activity or a marketing lead generated by the Company
(BioLife Customer Revenue), and (iii) reimbursement of
pre-approved reasonable direct costs and expenses incurred by the
Company by or on behalf of biologistex in connection with the
services. After the third anniversary of the Closing Date, the
Commissions will decrease to 10% of the BioLife Customer Revenue.
The Services Agreement continues until terminated by either
party. The Services Agreement can be terminated (a) by mutual
agreement, (b) beginning 90 days prior to the third anniversary
of the Closing Date, by either party with 90 days notice, (c) by
biologistex with 90 days notice if (i) there are certain changes
to the management of the Company or its subsidiaries, (ii) the
Company transfers all of its equity interests in biologistex or
(iii) there is a change of control of the Company, (d) by the
Company with 90 days notice if (i) Savsu transfers all of its
equity interest in biologistex or (ii) there is a change of
control of Savsu or (e) by either party (i) for a material breach
of the Services Agreement by the other party that is not cured
within 30 days or (ii) if the other party is subject to certain
bankruptcy/insolvency events. If the Services Agreement is
terminated by biologistex under items (b) or (c) of the preceding
sentence, or by the Company under items (d) or (e) of the
preceding sentence, the Company will be entitled to receive
Commissions equal to 10% of the BioLife Customer Revenue during
the 12 month period following such termination.
The foregoing summaries of the Contribution Agreement, the
Amended JV Operating Agreement and the Services Agreement are
qualified in their entirety by reference to the text of each
agreement, copies of which will be attached as exhibits to the
Companys Annual Report on Form 10-K for the year ended December
31, 2016.
| Item 8.01 | Other Events. |
The Company issued a press release dated January 3, 2017 to
announce the execution of the agreements described in Item 1.01
above. The press release is incorporated herein by reference and
attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
| ExhibitNo. | Description | |
| 99.1 | Press release, dated January 3, 2017 |
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. BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) Recent Trading Information
BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) closed its last trading session up +0.02 at 1.64 with 8,185 shares trading hands.