BIOLIFE SOLUTIONS, INC. (NASDAQ:BLFS) Files An 8-K Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In March 2014, BioLife Solutions, Inc. (the “Company”) issued warrants (“Warrants”) to purchase common stock of the Company to certain investors in a public offering to the Company’s Registration Statement on Form S-1 (File No. 333-192880) and to a note conversion agreement with certain note holders. Following issuance of the Warrants, the Company accounted for the Warrants in its financial statements as equity. The Warrants have an exercise price of $4.75 per share and expire in March 2021 unless previously exercised. A total of 6,910,283 Warrants were issued in March 2014 and, as of December 31, 2019, there were 3,409,005 Warrants outstanding.
Because the Warrants included a cash settlement feature that could arise in certain events, the Company is now of the view that the Warrants should have been accounted for as a liability, recorded at fair value at the date of issuance, and marked to market at the end of each reporting period. All changes in fair value should have been recorded in earnings.
To reflect this change in accounting for the Warrants, the Company will be filing amended financial information and restatements of the periods beginning with the first quarter of 2018 through the third quarter of 2019 (the “Restated Periods”) in the Company’s annual report on Form 10-K for the year ended December 31, 2019 (the “2019 10-K”) and in subsequent filings, as applicable.
The reclassification of the Warrants will have no impact on the Company’s liquidity, cash flows, revenues or costs of operating the Company’s business. The final dollar amount of the reclassification and associated non-cash income statement effects has not yet been determined.
After consultation with the Company’s management and following extensive discussions with BDO USA LLP (“BDO”), the Company’s current independent registered accounting firm, and Peterson Sullivan, LLP (“PS”), the Company’s predecessor independent registered public accounting firm, the audit committee of the Board of Directors of the Company concluded that the Company’s previously issued financial statements for the periods from January 1, 2014 through September 30, 2019, including the Company’s previously issued audited financial statements for the year ended December 31, 2018 (the “Affected Periods”), may no longer be relied upon, nor should any related reports of the Company’s independent registered public accounting firm (which was PS for the Affected Periods), any previously furnished or filed reports, earnings releases, guidance, investor presentations, or similar communications, regarding these periods be relied upon.
As indicated elsewhere herein, the audit committee and management have discussed the matters disclosed in this Current Report on Form 8-K with BDO, the Company’s current independent registered public accounting firm, and PS, the Company’s independent registered public accounting firm for the Affected Periods. The Company is working to complete the restatement of the Restated Periods and expects to file the 2019 10-K, including financial statements for the Restated Periods, no later than May 15, 2020, the expiration date of the extension period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. However, the Company cannot assure investors that the filing will be made on a timely basis.
The Company’s management is also in the process of assessing the effectiveness of the Company’s internal control over financial reporting and its disclosure controls and procedures. Although the assessment is not yet complete, the Company expects to report a material weakness in the Company’s internal control over financial reporting, and to therefore conclude that, due to the reclassification of Warrants, the Company’s internal control over financial reporting as of December 31, 2019 was not effective. Management expects to recommend to the audit committee various measures intended to remediate and improve the Company’s internal control over financial reporting, in particular to increase the quality of review of derivative instruments.
Caution Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K, which are not historical facts, are forward-looking statements, including statements about the approximate effect of the restatements on the Company’s previously issued financial statements and the filing of amended periodic reports to reflect the restatement. Such forward-looking statements are made to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and speak only as of the date of this Current Report. These forward-looking statements represent the Company’s expectations or beliefs and involve certain risks and uncertainties, including those described in its public filings with the SEC; also including, but not limited to, higher than expected charges after completing the restatement process, and delays in filing amended periodic reports for the affected periods due to the Company’s efforts to complete the restatement and respond to SEC comments, any or all of which could cause actual results to differ from those in the forward-looking statements. The forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond the Company’s control, and actual results may differ materially depending on a variety of important factors.
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.
