BioLife Solutions Inc: completed acquisition by Repligen

What happened

• BioLife Solutions Inc reported that, pursuant to the Merger Agreement, Repligen Corporation acquired BioLife via the mergers, effective as of the First Merger Effective Time. BioLife held a special meeting of stockholders on Oct 5, 2026, at which stockholders adopted the Merger Agreement. The filing incorporates disclosures in the report’s “Explanatory Note.”

Key details

• Record date for the special meeting: Sep 3, 2026; outstanding shares entitled to vote: 48,923,333.
• Shares present or represented at the special meeting: 40,994,595 (approximately 83.79% of outstanding shares on the Record Date).
• Vote on adoption of the Merger Agreement (Proposal 1): For 40,910,337; Against 83,451; Abstain 807.
• Vote on advisory (non-binding) approval of merger-related compensation (Proposal 2): For 35,037,565; Against 5,914,889; Abstain 42,141.
• Vote on adjournment (Proposal 3): For 35,145,379; Against 5,562,965; Abstain 286,251. Although approved, this adjournment vote was moot because there were sufficient votes to adopt the Merger Agreement.
• As of the First Merger Effective Time, BioLife’s amended and restated certificate of incorporation and amended and restated bylaws were amended and restated in their entirety (see Exhibits 3.1 and 3.2).
• At the First Merger Effective Time, holders of BioLife shares outstanding immediately prior to that time ceased to have rights as BioLife stockholders, except (i) for the right to receive the merger consideration for non-dissenting shares and (ii) for dissenting shares only, the right to receive the payment provided by Section 262 of the Delaware General Corporation Law; Excluded Shares were cancelled as of the First Merger Effective Time.
• The report incorporates disclosures regarding delisting or failure to satisfy continued listing standards, changes in control, and director/officer departures by reference to the Explanatory Note and related items.

Why it may matter

• The filing reports Item 2.01 (completion of acquisition or disposition of assets), Item 3.01 (notice of delisting or failure to satisfy a continued listing rule or standard), Item 3.03 (material modification to rights of security holders), Item 5.01 (changes in control of registrant), Item 5.02 (departure of directors or certain officers; election of directors), Item 5.03 (amendments to articles of incorporation or bylaws), and Item 5.07 (submission of matters to a vote of security holders). These items cover the completion of the mergers, corporate charter and bylaw changes, voting results, and the change in stockholder rights described above. This filing does not show why the insider traded or why the company acted.