Opening the filing
8-K
The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note On October 6, 2026, the previously announced acquisition of BioLife Solutions, Inc., a Delaware corporation (“BioLife”), by Repligen Corporation, a Delaware corporation (“Repligen”), was completed, pursuant to the Agreement and Plan of Merger, dated as of July 21, 2026 (the “Merger Agreement”), by and among BioLife, Repligen, Bravo Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Repligen (“Merger Sub 1”), and Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen (“Merger Sub 2”).
Pursuant to the Merger Agreement, on October 6, 2026, Merger Sub 1 merged with and into BioLife (the “First Merger”), with BioLife surviving the First Merger as a direct, wholly owned subsidiary of Repligen, and immediately following the First Merger, BioLife merged with and into Merger Sub 2 (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Repligen.
The Merger Agreement and the transactions contemplated thereby, including the Mergers, were previously described in the definitive proxy statement of BioLife, dated as of and filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2026 (as supplemented, the “Proxy Statement”) and the Registration Statement on Form S-4 of Repligen (Registration No. 333-298546), in the form in which it was declared effective by the SEC on September 4, 2026.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the “Explanatory Note” of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the effective time of the First Merger (the “First Merger Effective Time”), each share of BioLife’s common stock, par value $0.001 per share (“BioLife Common Stock”), issued and outstanding immediately prior to the First Merger Effective Time (other than (i) any shares that were held by BioLife in treasury or owned by Repligen, Merger Sub 1 or Merger Sub 2 (the “Excluded Shares”) and (ii) shares with respect to which appraisal rights were properly exercised and perfected, and were not withdrawn, in accordance with Delaware law (the “Dissenting Shares”)) (the “BioLife Shares”) converted automatically into the right to receive (A) 0.1442 validly issued, fully paid and nonassessable shares of Repligen common stock (such shares of Repligen common stock, the “Stock Consideration”) and (B) $11.25 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). No fractional shares of Repligen common stock were issued in the Mergers, and stockholders of BioLife received cash in lieu of any fractional shares as part of the Merger Consideration, as specified in the Merger Agreement.
Immediately prior to the First Merger Effective Time:
options to acquire shares of BioLife Common Stock (“BioLife Options”) outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, became fully vested and were cancelled in exchange for a payment to the holder thereof in shares of BioLife Common Stock equal to (i) the number of shares of BioLife Common Stock subject to such BioLife Options minus (ii) a number of any shares of BioLife Common Stock equal in value to the aggregate exercise price thereof (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof);
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The disclosure under the “Explanatory Note” of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
As a result of the Mergers, BioLife has ceased to exist as a separate legal entity and therefore no longer fulfills the listing requirements of The Nasdaq Capital Market (“Nasdaq”). In connection with the consummation of the Mergers, on October 5, 2026, BioLife notified Nasdaq that it anticipates that the Mergers will close prior to the opening of trading on October 6, 2026 and requested that Nasdaq (i) halt trading of BioLife Common Stock following closing of the after-market trading session at or about 8:00 p.m., Eastern Time, on October 5, 2026, (ii) subject to BioLife’s confirmation of closing of the Mergers on October 6, 2026, suspend trading of BioLife Common Stock as of the close of business on October 6, 2026, and (iii) subject to BioLife’s confirmation of closing of the Mergers on October 6, 2026, file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of BioLife Common Stock from Nasdaq and to deregister BioLife Common Stock under Section 12(b) of the Exchange Act. As a result, BioLife Common Stock will not continue to be listed on Nasdaq. On October 6, 2026, BioLife notified Nasdaq that the Mergers had closed.
In addition, BioLife intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 with respect to BioLife Common Stock requesting the deregistration of BioLife Common Stock under Section 12(g) of the Exchange Act and the corresponding immediate suspension of BioLife’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable, and to cease filing any further periodic reports with respect to BioLife since it no longer exists as a public company.
Item 3.03 Material Modification to Rights of Security Holders.
Item 5.01 Changes in Control of Registrant.
The disclosures under the “Explanatory Note” and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated by reference into this Item 5.01.
As a result of the consummation of the Mergers, a change in control of BioLife occurred, and BioLife became a wholly owned subsidiary of Repligen.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosures under the “Explanatory Note” and Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 5.02.
Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, each of Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, MBA, PhD, Tony Hunt and Tim Moore, comprising all of the members of BioLife’s board of directors, ceased serving as a member of BioLife’s board of directors and each committee thereof. At the First Merger Effective Time, in accordance with the terms of the Merger Agreement, each of the directors and officers of Merger Sub 1 immediately prior to the First Merger Effective Time became the directors and officers of BioLife.
Effective as of the First Merger Effective Time, each of Roderick de Greef, Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner, comprising all of BioLife’s named executive officers, resigned from their respective positions with BioLife.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
Pursuant to the Merger Agreement, effective as of the First Merger Effective Time, the amended and restated certificate of incorporation of BioLife, as amended, and the amended and restated bylaws of BioLife, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.
The disclosures under the “Explanatory Note” and Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
BioLife held a special meeting of its stockholders (the “Special Meeting”) on October 5, 2026, to vote on the three proposals described in the Proxy Statement. As disclosed in the Proxy Statement, as of the close of business on September 3, 2026, the record date for determining stockholders entitled to notice of and to vote at the Special Meeting (the “Record Date”), there were 48,923,333 shares of BioLife Common Stock, outstanding and entitled to vote at the Special Meeting. A total of 40,994,595 shares of BioLife Common Stock (representing approximately 83.79% of the shares of BioLife Common Stock outstanding on the Record Date and entitled to vote at the Special Meeting) were present virtually or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting.
The final voting results for each of the proposals submitted to a vote of BioLife’s stockholders at the Special Meeting are as follows:
Proposal 1 - Adoption of the Merger Agreement : The stockholders of BioLife adopted the Merger Agreement, pursuant to which Repligen acquired BioLife via the Mergers. The voting results are set forth in the table immediately below:
For
Against