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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

(Mark One)

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2020

☐ 2023

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to

Commission File Number 001-36362

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

94-3076866

(State or other jurisdiction of


incorporation or organization)

(IRS Employer


Identification No.)

3303 Monte Villa Parkway, Suite 310, Bothell, Washington, 98021

(Address of registrant’s principal executive offices, Zip Code)

(425) 402-1400

(Telephone number, including area code)

Securities registered pursuant to Section12(b) of the Act:

Title of each class

Trading symbol ($)

Name of exchange on which registered

Common Stock,stock, par value $0.01$0.001 per share

BLFS

The NASDAQ CapitalStock Market,

LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☑  No  ☐

o

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ☐o  No  ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑  No  ☐

o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such said files).  Yes  ☑  No  ☐

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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Large accelerated filer  ☐☑   Accelerated filer  ☐o   Non-accelerated filer  ☑o   Smaller reporting company  ☑o   Emerging Growth Company  ☐

o

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.  ☐

o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes   ☐o  No  ☑

As of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common equity (based on closing price on June 30, 20202023 of $16.35$22.10 per share) held by non-affiliates was approximately $263$774 million.

As of March 19, 2021, 33,401,359February 22, 2024, 45.3 million shares of the registrant’s common stock were outstanding.


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PART I

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ITEM 1A.

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ITEM 1B.

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PART II

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PART III

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PART IV

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FORWARD-LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (“Form 10-K” or “Annual Report”) contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Form 10-K do not constitute guarantees of future performance, and actual results could differ materially from those contained in the forward-looking statements. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about our products, including our newly acquired products, customers, regulatory approvals, the potential utility of and market for our products and services, our ability to implement our business strategy and anticipated business and operations in particular following our 2019 and 2020 acquisitions,(including with respect to acquired businesses), future financial and operational performance, our anticipated future growth strategy, including the closing ofexpected benefits and other statements relating to our merger with Global Cooling, Inc.divestitures and the acquisition of other synergistic cell and gene therapy manufacturing tools and services or technologies or other companies or technologies,acquisitions, capital requirements, intellectual property, suppliers, joint venture partners, future financial and operating results, the impact of macroeconomic developments (including the COVID-19ongoing effects of the coronavirus (“COVID-19”) pandemic, plans, objectives, expectations and intentions, revenues, costs and expenses, interest rates, outcome of contingencies, business strategies, regulatory filings and requirements, the estimated potential size of markets, capital requirements, the terms of any capital financing agreements and other statements that are not historical facts. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “plan,” “intend,”“believes”, “expects”, “anticipates”, “estimates”, “may”, “should”, “will”, “could”, “plan”, “intend”, or similar expressions in this Form 10-K. We intend that such forward-looking statements be subject to the safe harbors created thereby.

for such statements.


These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed under “Risk Factors,”Factors”, as well as those discussed elsewhere in the Form 10-K.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K or, in the case of documents referred to or incorporated by reference, the date of those documents.


All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events, except as may be required under applicable United States (“U.S.”) securities law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

References throughout this Form 10-K to “BioLife Solutions, Inc.”, “BioLife”, “we”, “us”, “our”, or the “Company” refer to BioLife Solutions, Inc. and its subsidiaries, taken as a whole, unless the context otherwise indicates.

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PART I

ITEM 1.

BUSINESS

ITEM 1.    BUSINESS
The following discussion of our business contains forward-looking statements that involve risks and uncertainties (see the section entitled “Forward LookingForward-Looking Statements” herein). Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those factors set forth under “Risk Factors” and elsewhere in this Form 10-K.

Overview

We develop, manufacture,are a life sciences company that develops, manufactures, and marketmarkets bioproduction tools and services to the cell and gene therapy (“CGT”) industry, which are designed to improve quality and de-risk biologic manufacturing, storage, distribution, and delivery. We also provide biologicaltransportation in the cell and pharmaceutical storage services to the CGT industry.gene therapy (“CGT”) industry and broader biopharma markets. Our products are used in basic and applied research and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, and distribution of cells and tissues.

distribution.

We currently operate as one bioproduction tools and services business with product lines that supportwhich supports several steps in the biologic material manufacturing and delivery process. We have a diversified portfolio of tools and services that focusfocuses on biopreservation, cell processing, frozen biologic storage products and services, cold-chain logistics, and thawing of biologic materials. We have in-house expertise in cryobiology and the broader CGT workflow, and continue to capitalize onevaluate opportunities to maximize the value of our product platformplatforms for our extensive customer base through both organic growth innovations, partnerships, and acquisitions.

COVID-19 Considerations

In March 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. During 2020, we believe our quarterly revenues were affected by COVID-19. During the first quarter, our biopreservation media product lines benefited due to what we believe was safety stock purchasing by our customers due to COVID-19. In the second and third quarters, we believe that revenues were negatively impacted by a reduction in clinical trial progression and temporary halts. We then noticed an increase of purchasing in biopreservation media in the fourth quarter as clinical trials and research lab activity resumed with reduced restrictions.

Our biological and pharmaceutical services business that we acquired in the fourth quarter was in-line with expectations and we expect increased demand for biological material storage with the reduction of COVID-19 restrictions. Our 2020 revenue was negatively affected for our automated thawing devices, cloud connected “smart” shipping containers, and freezer and storage technology lines of business by the COVID-19 pandemic due to restrictions on in-person selling, customer budget cuts for capital equipment and lack of personnel at our customer sites to receive capital equipment. We have tried and, to date, have been successful in mitigating any supply chain problems. However, we cannot provide any assurance that a continued or prolonged global pandemic will not have a negative impact on our manufacturing and shipping processes or our product costs. The extent to which the COVID-19 pandemic affects our future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including the recurrence, severity and/or duration of the ongoing pandemic, and current or future domestic and international actions to contain and treat COVID-19.

We are following public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions and the promotion of social distancing and work-from-home arrangements. We are taking a variety of measures to ensure the availability and functioning of our critical infrastructure, to promote the safety and security of our employees and to support the communities in which we operate. These measures include increasing our raw materials, manufacturing safety stock inventory for our biopreservation media and expanding availability of our biological and pharmaceutical storage, requiring remote working arrangements for employees who are not integral to physically making and shipping our products or who do not need specialized equipment to perform their work, restricting on-site visits by non-employees and implementing social distancing protocols, and investing in personal protective equipment. Beginning April 2, 2020 face masks were required to be worn by all employees and contractors at all sites. Effective May 11, 2020, temperature screening was required upon entering our facilities where mandated by state law. Starting on May 11, 2020, our employees were required to complete daily COVID-19 exposure and symptom questionnaires where mandated, with the requirement rolling out companywide on October 13, 2020 for all locations.

For further discussion of the risks relating to COVID-19, see “Our financial condition and results of operations may be adversely affected by the COVID-19 pandemic” in Item 1A. “Risk Factors”, below.

Our Products

Our bioproduction tools and services are comprised of fivethree revenue lines that contain seven main offerings

●

Biopreservation media

●

Automated thawing devices

●

Cloud connected “smart” shipping containers

●

Freezer and storage technology and related components

●

Biological and pharmaceutical material storage

offerings:
•Cell processing
◦Biopreservation media
◦Human platelet lysate media (“hPL”), cryogenic vials, and automated cell-processing fill machines
4•Freezers and thaw systems
◦Ultra-low temperature freezers
◦Cryogenic freezers and accessories
◦Automated thawing devices
•Biostorage services
Table◦Biological and pharmaceutical material storage and transport
◦Cloud-connected “smart” shipping containers

Subsequent to the second quarter of Contents2023, we began to seek divestment of our Global Cooling, Inc. (“GCI”) and Custom Biogenic Systems (“CBS”) freezer product lines (the “Freezer Business”) from our current product portfolio. For additional information regarding our ongoing initiative to divest the Freezer Business, see “Item 1A. Risk Factors” of this Annual Report for additional details.
Cell processing

Biopreservation Mediamedia

Our proprietary biopreservation media products, HypoThermosol®HypoThermosol® FRS and CryoStor®,CryoStor® Freeze Media, are formulated to mitigate preservation-induced, delayed-onset cell damage and death which result when cells and tissues are subjected to reduced temperatures. Our technology can provide our CGT customers with significant shelf lifeshelf-life extension of biologic source material and final cell products, and can also greatly improve post-preservation cell and tissue viability and function. Our biopreservation media isare serum-free, protein-free, fully defined, and manufactured under current Good Manufacturing Practices (cGMP)("cGMP"). We strive to source wherever possible the highest available grade, multi-compendiumMulti-compendial raw materials. We estimateOur US FDA Type II Master File applicable to our mediabiopreservation products havehas been incorporatedcross referenced over 690 times by our customers, and we believe our cell processing products are utilized in over 450 customerseveral hundred active clinical applications, including numerous chimeric antigen receptor (CAR) T cell and other cell types. 

trials worldwide.

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Stability (i.e. shelf-life) and functional recovery are crucial aspects of academic research and clinical practice in the biopreservation of biologic-based source material, intermediate derivatives, and isolated/derived/expanded cellular products and therapies. Limited stability is especially critical in the CGT field, where harvested cells and tissues will lose viability over time if not maintained appropriately at normothermic body temperature (37ºC) or stored in a hypothermic or cryogenic state in an effective preservation medium.
Chilling (hypothermia) is used to reduce metabolism and delay degradation of harvested cells and tissues. However, subjecting biologic material to hypothermic or cryogenic environments inducesand subsequently rewarming them may also induce damaging molecular stress and structural changes. Although cooling successfully reduces metabolism (i.e., lowers demand for energy), various levels of cellular damage and death occur when using suboptimal methods. Biopreservation media can mitigate the damage from exposure to hypothermic or cryogenic temperatures and subsequent rewarming.
Traditional biopreservation media range from simple “balanced salt” (electrolyte) formulations to complex mixtures of electrolytes, energy substrates such as sugars, osmotic buffering agents, and antibiotics. The resulting limited stability which results from the use of these traditional biopreservation media formulations is a significant shortcoming that our optimized proprietary products address with great success.

Our scientific research activities over the last 20+ years enabled a detailed understanding of the molecular basis for the hypothermic and cryogenic (low-temperature induced) damage/destruction of cells through apoptosis and necrosis. This research led directly to the development of our HypoThermosol®HypoThermosol FRS and CryoStor®CryoStor technologies. Our proprietary biopreservation media products are specifically formulated to:

●

Minimize cell and tissue swelling

●

Reduce free radical levels upon formation

●

Maintain appropriate low temperature ionic balances

●

Provide regenerative, high energy substrates to stimulate recovery upon warming

●

Avoid the creation of an acidic state (acidosis)

●

Inhibit the onset of apoptosis and necrosis

•Minimize cell and tissue swelling
•Reduce free radical levels upon formation
•Maintain appropriate low temperature ionic balances
•Provide regenerative, high-energy substrates to stimulate recovery upon warming
•Avoid the creation of an acidic state (acidosis)
•Inhibit the onset of apoptosis and necrosis
A key feature of our biopreservation media products is their “fully-defined” profile. All of our cGMP products are serum-free, protein-free and are formulated and filled using aseptic processing. We strive to use USP/MulticompendialMulti-compendial grade or the highest quality available synthetic components. All of these features benefit prospective customers by facilitating the qualification process required to incorporate our products into their regulatory filings.

Competing biopreservation media products are often formulated with isotonic media cocktails, animal serum, and potentially a single sugar or human protein. A key differentiator of our proprietary HypoThermosol FRS and CryoStor formulations is the engineered optimization of the key ionic component concentrations for low-temperature environments. This is in contrast to media optimized for normothermic body temperature (around 37°C), as found in culture media or saline-based isotonic formulas. While competing cryopreservation freeze media is often comprised of a single permeating cryoprotectant such as dimethyl sulfoxide (“DMSO”), our CryoStor formulations incorporate multiple permeating and non-permeating cryoprotectant agents, which allows for multiple mechanisms of protection and reduces the dependence on a single cryoprotectant. We believe that our products offer significant advantages over in-house ("home brew") formulations or commercial “generic” biopreservation media. These advantages include time savings, more consistent and higher quality of components, more rigorous quality control release testing, cost effectiveness, and improved preservation efficacy.
The results of independent testing demonstrate that our biopreservation media products significantly extend shelf-life and improve cell and tissue post-thaw viability and function. Our products have demonstrated improved biopreservation outcomes, including greatly extended shelf-life and post-thaw viability and yield across a broad array of cell and tissue types.

Competing biopreservation media products are often formulated with simple isotonic media cocktails, animal serum, potentially a single sugar or human protein. A key differentiator of our proprietary HypoThermosol FRS formulation is the engineered optimization of the key ionic component concentrations for low temperature environments, as opposed to normothermic body temperature around 37°C, as found in culture media or saline-based isotonic formulas. Competing cryopreservation freeze media is often comprised of a single permeating cryoprotectant such as dimethyl sulfoxide (“DMSO”). Our CryoStor formulations incorporate multiple permeating and non-permeating cryoprotectant agents which allow for multiple mechanisms of protection and reduces the dependence on a single cryoprotectant. We believe that our products offer significant advantages over in-house formulations, or commercial “generic” preservation media, including, time saving, improved quality of components, more rigorous quality control release testing, more cost effective and improved preservation efficacy.

We estimate that annual revenue from each customer commercial application in which our products are used could range from $500,000$0.5 million to $2.0 million if such application is approved and our customer commences large scale commercial manufacturing of the biologic basedbiologic-based therapy.

Human platelet lysate media, cryogenic vials and automated cell-processing fill machines
In September 2021, we acquired Sexton Biotechnologies, Inc. (“Sexton”), a producer of bioproduction tools. Sexton's bioproduction tools portfolio includes human platelet lysates for cell expansion, which reduces risk and improves
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downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal® closed system vials that are purpose-built rigid containers used in CGT that can be filled manually or with high throughput systems, and automated cell processing machines that bring multiple processes traditionally performed by manual techniques under a higher level of control to protect therapies from loss or contamination.

Automated, Water-Free Thawing Products

In April 2019,

For our Sexton vials and media, we acquired Astero Bio Corporation (“Astero”),estimate that annual revenue from each customer commercial application in which these products are used could also range from $0.5 million to expand$2.0 million, if such application is approved and our bioprocessing tools portfolio and diversify our revenue streams. The Astero ThawSTAR® line includes automated vial and cryobag thawing products that control the heat and timingcustomer commences large scale commercial manufacturing of the thawing processbiologic-based therapy.
Biostorage services
Biological and pharmaceutical storage and transport
We are a premier provider of biologic material.biological and pharmaceutical storage and cold chain logistics. These services ensure that materials are kept at controlled, target temperatures from the moment they leave the customer’s premises to their ultimate return. Our customizable, automated, water-free thawing products uses algorithmic programmed, heating plates to consistently bring biologic material from a frozen state to a liquid statestate-of-the-art monitoring systems allow customers real time tracking of the storage temperatures of their materials throughout the logistics process.
We operate five storage facilities in a controlledthe USA and consistent manner. This helps reduce damage duringone facility in the temperature transition. The ThawSTAR products can reduce risks of contamination versus using a traditional water bath.

Netherlands.

evoCloud connected ®“smart” Cloud Connected Shipping Containersshipping containers

In August 2019, we acquired the remaining shares of SAVSU Technologies, Inc. (“SAVSU”) we did not previously own. SAVSU is

We are a leading developer and supplier of next generation cold chain management tools for cell and gene therapies. TheOur cloud-connected shipping containers and evo.is cloud app allows biologic products to be traced and tracked in real time. Our evo platform consists of rentable cloud-connected shippers andthat include technologies that enableenabling tracking software providesto provide customizable, real-time information on geolocation, payload temperature, ambient temperature, tilt of shipper, humidity, altitude, and real-time alerts when a shipper has been opened. Our internally developed evo.is software allows customers to customize alert notifications both in data measurements and user requirements. The evo Dry Vapor Shipper (“DVS”) is specifically marketed tofor use with cell and gene therapies. The evo DVS has improved form factor and ergonomicsseveral design improvements over the traditional dewar, includingcompeting shipping containers, providing benefits such as extended thermal performance, reduced liquid nitrogen recharge time, improved payload extractors, and the ability to maintain temperature for longer periods if the shipper is tilted on its side.

We utilizepartner with couriers who already havewith established logistic channels and distribution centers. OurThis strategy greatly reduces the cash need to build outtime and resource requirements associated with establishing our own logistics services, such as acquiring and maintaining fleets of delivery vehicles and building specialized facilities around the world. Our partnershipsPartnerships with severalmultiple white glove couriers allow us to scale our sales and marketing effortefforts by utilizingleveraging couriers' existing channel relationships, as well as the ongoing efforts of their salesforce. Our courier partnerships marketsales and service teams. Courier partners provide promotional efforts by marketing our evo platform to their existing cell and gene therapy customers as a cost effectivecost-effective and innovative solution. We also market directly
Freezers and thaw systems
Ultra-low temperature freezers
Our portfolio of ultra-low temperature freezers range in size from portable units to our existingstationary upright freezers, accommodating a wide variety of use cases. Users can configure these freezers to achieve temperatures between -20°C and prospective customers who can utilize the evo platform through our courier partnerships.   

Liquid Nitrogen Freezer-86°C. The portfolio was designed to be environmentally friendly and Storage Devices

In November 2019, we acquired Custom Biogenic Systems, Inc. (“CBS”) a global leader in theenergy efficient, using as little as 2.8 kWh/day at temperatures of -80°C. The freezers do not use compressor-based or cascade refrigeration systems. Instead, they use patented free-piston Stirling engine technology that uses fewer moving parts.

Cryogenic freezers and accessories
Our line of cryogenic freezers offer leading design and manufacture of state-of-the-art liquid nitrogen laboratory freezers, cryogenic equipment and accessories. The addition of CBS allows for product line growth, diversification of revenue and the potential for reduction of supply chain costs for our evo dry vapor shippers.

Included in CBS’s product line of liquid nitrogen freezers are theOur Isothermal LN2 freezers are constructed with a patented system which stores liquid nitrogen in a jacketed space in the walls of the freezer. This dry storage method eliminates liquid nitrogen contact with stored specimens, reducesreducing the risk of cross-contamination and providesproviding increased user safety in a laboratory setting.setting by limiting liquid nitrogen contact injuries. To accommodate customer requirements, we offer customizable features, including wide bodied and extended height.

height models. Our high-capacity controlled rate freezers (“HCFR”) are designed for large volume storage with customizable freezing programs and the ability to monitor conditions in real time.

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To accompany the offerings of cryogenic freezer equipment, we supply equipment for storing critically important biological materials. This storage equipment includes upright freezer racks, chest freezer racks, liquid nitrogen freezer racks, canisters/cassettes and frames, as well as laboratory boxes and dividers. Due to our onsite design and manufacturing capability,capabilities, racks and canisters can be customized to address customers’ varying requirements.

In order

Automated thawing devices
The ThawSTAR® line includes thawing products that control the temperature and timing of the thawing process of biologic material. Our customizable, automated, water-free thawing products use algorithmic programmed heating plates to provide customers withconsistently bring biologic material from a proactive approachfrozen state to safetya liquid state in a controlled and monitoringconsistent manner, helping reduce damage during the temperature transition while delivering critical process consistency across cell batches. Use of equipment containing liquefied gas, CBS offers Versalert,ThawSTAR products can also reduce risk of contamination versus using a patented wireless remote asset monitoring system that can monitor and record temperatures. Versalert has an intelligent mesh network system that enables customers to view current equipment conditions and receive alarm notification on smartphones, tablets or personal computers and maintain permanent electronic records for regulatory compliance and legal verification.

Biological and Pharmaceutical Storagetraditional water bath.

In October 2020, we acquired SciSafe Holdings, Inc. (“SciSafe”), a premier provider of biological and pharmaceutical storage. In addition to providing storage services, SciSafe provides cold chain logistics that ensures materials are kept at target temperatures from the moment that the materials leave the customer’s premises to their ultimate return. State-of-the-art monitoring systems employed by SciSafe allow for customers to monitor the storage temperatures of their materials throughout the entire logistics chain.

We operate four storage facilities in the USA.

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Our Market Opportunity

market opportunity

The CGT market has been rapidly expanding, treating diseases once thought incurable. According to the Alliance for Regenerative Medicine (“ARM”), “2024 State of the Industry Briefing” there were over 1,100approximately 1,900 ongoing clinical trials utilizing regenerative medicine at the end of 2020.year-end 2023, with continued growth in CGT development companies throughout 2023. ARM also statesreported there were over $19.9was approximately $12 billion in total global financingsinvested in the regenerative medicine market in 2020. The FDA2023. In addition, ARM predicts tenup to twenty17 US and EU cell and gene therapies per year willtherapy regulatory approvals may be approved by 2025.

Thesegranted during 2024.

The technologies developed within the CGT market change the wayways physicians treat patients. The manufacturing, distribution and the delivery process of these therapies is significantly different from many other types of medicines and therapies.treatments. We believe we are well positioned to address many of the unique manufacturing difficultieschallenges in the process of producingdelivering cell and gene therapies.

The Bioproduction Process

bioproduction process

Our various products and services currently fulfillintegrate into several steps in theour customers’ bioproduction workflow process for cell and gene therapies. See the diagram below fromfor an illustration of this process and our product roles. We now offer products that integrate into the critical steps of preservation, thawing, and both fixed storage, and transportable storage under controlled conditions.

Complementary Products Portfolio

products portfolio

Expanding Participation in Customers’ Workflow

IMG-01.jpg
image01.jpg
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Our Strategy

strategy

We aggressivelyare focused on the development, production, and commercialization of differentiated, best-in-class products and services that facilitate the manufacturing, delivery, and storage of cell and gene therapies and biologic materials. Our products are designed to increase our customers’ product yield and we are committed to supporting our customers with strong customer service and applications expertise.
We leverage our numerous relationships with the leading cell and gene therapy companies that use our expanded product portfoliooffering of bioproduction tools and services to cross-sell our portfolioother parts of products and services.the portfolio. Over the last several years, we have built a strong reputation as a trusted supplier of critical tools used in cell and gene therapy and biopharma manufacturing. We believe that our relationships and reputation could enable us to drive further incremental revenue growth through the sale of additional products to a captive customer base. Our products are designed to increase our customers’ product yield and functionality while reducing their risk, and we are committed to supporting our customers with strong customer service in addition to scientific and ourtechnical expertise associated within the clinical applications of our products.

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Business Operations

Research and Development

development

Our research and development activity isactivities are focused on evaluating new, potentialpotentially disruptive technologies which may be applicableadd value throughout the cell and gene therapy manufacturing and delivery workflow. We routinely assess and analyze the strengths and weaknesses of competitive and adjacent products, and are typically engaged in business development discussions on an ongoing basis. We strive to continue to introduce differentiated and high-quality products that address specific difficultiesanticipate customer needs in providing enabling technologies in the biologic storage preservation and thawing process.

CGT space.

Sales and Marketing

marketing

We market and sell our products through direct sales and third-party distribution.

We have expanded our global commercial organization over time to continue building relationships within the broader CGT market.

We have experienced field-based sales employees who market our growing product portfolio on a direct basis. Over time, we anticipate expanding our sales team. Our technical applications engineers and customer care support teams have extensive experience in cell processing, biopreservation, freezingproviding support both prior and thawing.

Insubsequent to the years ended December 31, 2020 and 2019, we derived approximately 13%sale of our revenue from one customer and approximately 15% of our revenue from one customer, respectively.

products.

Our products are also marketed and distributed by STEMCELL Technologies, MilliporeSigma, VWR, Avantor, Thermo Fisher, and several other regional distributors under non-exclusive agreements. In 2020,2023, 2022, and 2021, sales to third partythird-party distributors accounted for 45%49%, 50%, and 46% of our revenue, compared to 46% in 2019.

respectively.

During the years ended December 31, 2023, 2022, and 2021, we derived approximately 16%, 18%, and 17% of our revenue from the same customer, respectively.
The following table represents the Company’s total revenue by geographic area (based on the location of the customer):

  

Year Ended December 31,

 

Revenue by customers’ geographic locations

 

2020

  

2019

 

United States

  73

%

  69

%

Canada

  13

%

  16

%

Europe, Middle East, Africa (EMEA)

  12

%

  14

%

Other

  2

%

  1

%

Total revenue

  100

%

  100

%

Years Ended December 31,
Revenue by customers’ geographic locations(1)
202320222021
United States(2)
80 %79 %85 %
Europe, Middle East, Africa (EMEA)16 %16 %11 %
Other4 %5 %4 %
Total revenue100 %100 %100 %
(1) During the year ended December 31, 2023, the Company updated its methodology for determining the country of origin for its sales. Sales are now recorded by shipping country rather than billing country. The Company updated the methodology retrospectively, adjusting the prior year presentation for all regions presented.
(2) The line item presented above previously bifurcated sales between the United States and Canada. Due to the updated methodology for determining the country of origin for sales, it was noted that Canada no longer was a material location to
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separately disclose. Canada sales have been included within the "Other" line item in the table above and United States sales has been retained as its own line item to more accurately reflect origin of sales for material regions.
Manufacturing

Biopreservation Media -

Cell processing – We maintain and operate two independent cGMP clean room production suites for manufacturing sterile biopreservation media products in Bothell, Washington. Our quality management system (“QMS”) in Bothell is certified to the ISO 13485:2016 standard. Our QMS is aligned withtakes guidance from applicable sections of 21 CFR Part 820 -– Quality System Regulation for Good Manufacturing Practice of medical devices, 21 CFR Parts 210 and 211 -– cGMP for Finished Pharmaceuticals, FDA Guidance -– Sterile Drug Products, Volume 4, EU Guidelines Annex 1 -– Manufacture of Sterile Medicinal Products, ISO 13408 -– Aseptic Processing of Healthcare Products, and ISO 14644 -– Clean Rooms and Associated Controlled Environments.
We also maintain and operate one cGMP clean room production suite for manufacturing hPL media in Indianapolis, Indiana. Our quality management system (“QMS”) in Indianapolis is certified to the ISO 9001:2015 standard. Our QMS takes guidance from applicable sections of 21 CFR Part 820 – Quality System Regulation for Good Manufacturing Practice of medical devices, 21 CFR Parts 210 and 211 – cGMP for Finished Pharmaceuticals, Volume 4, EU Guidelines Annex 2 – Manufacture of Biological active substances and Medicinal Products for Human Use and ISO 14644 – Clean Rooms and Associated Controlled Environments.
We seek to manage single-source supplier risk by regularly assessing the quality and capacity of our suppliers, implementing supply and quality agreements where appropriate, and actively managing lead times and inventory levels of sourced components. Pursuant to our supply agreements, we are required to notify customers of any changes to our raw materials. For certain components in which we do not havewithout a secondary supplier, we estimate that it would take up to six months to find and qualify a second source. Order quantities and lead times for externally sourced components are based on our forecasts, which are derived from historical demand and anticipated future demand. Lead times for components may vary depending on the size of the order, specific supplier requirements, and current market demand for the materials and parts. Due to COVID-19,
We practice continuous improvement based on routine internal audits through our own monitoring of process outputs, external feedback, and audits performed by our partners and customers. In addition, we have seen increased lead times for certainmaintain a business continuity management system that focuses on key areas such as contingency planning, safety stocks and off-site storage of raw materials particularly personal protective equipment usedand finished goods to ensure continuous supply of our products.
Freezers and thaw systems –Ultra-low temperature (“ULT”) freezers are produced in our clean roomsfacilities in Athens, Ohio. As of the second quarter in 2023, we fully transitioned two freezer product lines under our ULT manufacturing operations from a contract manufacturing organization ("CMO") in Ohio to in-house production within the Athens, Ohio facility.
The majority of our isothermal LN2 freezers and certain form factors of bottles and vials usedrelated accessories are manufactured in our finished products.facility in Bruce Township, Michigan. We are reliant on certain critical suppliers for some components. To date, we have not experienced significant difficulties in obtaining raw materials for the manufacture of our biopreservation media products.

Automated Thawing –LN2 freezers and related accessories.

Our ThawSTAR automated, water-free thawing products are produced by a contract manufacturing organization (“CMO”)CMO based in the United States. We believe this CMO has the skills, experience and capacity needed to meet our quality standards and demand expectations for the product line. Due to COVID-19, we have seen increased lead times from our CMO due to increased lead times from our CMO’s suppliers. We estimate that it would take up to six months to find and qualify an alternative CMO. To date, we have not experienced significant difficulties in obtaining our automated thaw products from our CMO.

evo Cold Chain Products

Biostorage services –Production of our evo cold chain management hardware products is performed by external CMOs and by personnel in our Bruce Township, Michigan facility. As of the year-ended December 31, 2023, we fully transitioned our manufacturing operations from Albuquerque, New Mexico facility.to our facility in Bruce Township, Michigan. We leased a new, smaller facility in Albuquerque, New Mexico to retain engineering and administrative operations personnel. Our QMS is certified to the ISO 9001:2015 standard. Due to COVID-19, we have seen increased lead times for certain raw materials and components from our suppliers. To date, we have not experienced significant difficulties in obtaining raw materials for the manufacture of our evo cold chain products.

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Freezer and Storage – The majority of our CBS freezers and related accessories are manufactured in our facility in Bruce Township, Michigan. We are reliant on certain critical suppliers for some components. Due to COVID-19, we have seen increased lead times for certain raw materials and components from our suppliers as well as increased costs on certain raw materials. To date, we have not experienced significant difficulties in obtaining raw materials for the manufacture of our freezer and storage products.

We practice continuous improvement based on routine internal audits as well as external feedback and audits performed by our partners and customers. In addition, we maintain a business continuity management system that focuses on key areas such as contingency planning, security stocks and off-site storage of raw materials and finished goods to ensure continuous supply of our products.

Biological storage

Biological and Pharmaceutical Storage –SciSafe operates threefive cGMP compliant storage facilities and two other state-of-the-art facilities in the United States. TwoStates and one facility in the Netherlands, which is registered with the European Regulatory body in Netherlands (IGJ) for Good Distribution of Active Pharmaceutical Ingredients. One facility in the United States is certified to the ISO 20387:2018 standard, and all facilities, both in the United States and the Netherlands, are certified to the ISO 20387:20189001:2015 standard. We rely on outside suppliers for the build outbuild-out of our cold-storage chambers and stand-alone freezers. Due

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Supply chain constraints - Our domestic and international supply chain operations were affected during the years ended December 31, 2021 and 2022 by the global COVID-19 pandemic and the resulting volatility and uncertainty it caused in the U.S. and international markets. The onset of the COVID-19 pandemic caused supply chains globally to COVID-19, webecome constrained, and these constraints historically impacted our business through both increased difficulty in obtaining semiconductor chips and increased pricing on available parts across our product lines during the years ended December 31, 2021 and 2022. However, during the year ended December 31, 2023, both availability and pricing of semiconductor chips have experienced increased lead times in acquiring stand-alone freezers, which we useimproved and no longer pose constraints on our supply chain. We currently have sufficient supply for electrical component parts within our operations and do not foresee constraints to store customer’s biologic materials.

return over our supply chain.

Product Regulatory Status

regulatory status

Our media, thawing, freezer, and evo products are not subject to any specific United States Food and Drug Administration (“FDA”) or other international marketing regulations for drugs, devices, or biologics. We are not required to sponsor formal prospective, controlled clinical trials in order to establish safety and efficacy. However, to support our current and prospective clinical customers, we manufacture and release our products in compliance with cGMP and other relevant quality standards.

To assist customers with their regulatory applications, we maintain Type II Master Files at the FDA for CryoStor, HypoThermosol FRS, BloodStor 27, Stemulate, nLiven PR, T-Liven PR, CellSeal Closed System Cryogenic Vials, and our Cell Thawing Media products, which provide the FDA with information regarding our manufacturing facility and process, our quality system, stability and safety, and any additional testing that has been performed. Customers engaged in clinical and commercial applications may notify the FDA of their intention to use our products in their product development and manufacturing process by requesting a cross-reference to our master files.

One freezer

A group of isothermal, standard, and carousel LN2 freezers in our Customer Biogenic Systemsfreezers and thaw systems product line is currently regulated as a Class 2 medical devicedevices in the EU.

Intellectual Property

property

The following table lists our granted and pending patents. We have also obtained certain trademarks and tradenames for our products to distinguish our genuine products from our competitors’ products and we maintain certain details about our processes, products, and strategies as trade secrets. While we believe that the protection of patents and trademarks is important to our business, we also rely on a combination of trade secrets, nondisclosure and confidentiality agreements, scientific expertise, and continuing technological innovation to maintain our competitive position. Despite these precautions, it may be possible for unauthorized third parties to copy certain aspects of our products and/or to obtain and use information that we regard as proprietary (see “Item 1A. Risk Factors” of this Annual Report for additional details). The laws of some foreign countries in which we may sell our products do not protect our proprietary rights to the same extent as do the laws of the United States.

 

Issued Patents

Patents Applied For

Registered Trademarks

Media and thaw

31

32

17

evo cold chain

11

6

6

Freezers and accessories

1

3

6

Storage services

-

-

1

Total

43

41

30

Issued PatentsPatents Applied ForRegistered Trademarks
Cell processing56 16 41 
Freezers and thaw systems85 71 25 
Biostorage services13 33 6 
Total154 120 72 
Competition

Our bioproduction products and services compete on the basis of value proposition, performance, quality, cost effectiveness, and application suitability with numerous established technologies. Additional products using new technologies that may be competitive with our products may also be introduced. Many of the companies selling or developing competitive products have greater financial and human resources, R&D, manufacturing and marketing experience than we do. They may undertake their own development of products that are substantially similar to or compete with our products, and they may succeed in developing products that are more effective or less costly than any that we may develop. These competitors may also prove to be more successful in their production, marketing and commercialization activities. We cannot be certain that the research, development and commercialization efforts of our competitors will not render any of our existing or potential products obsolete.

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Recent Developments

On March 19, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between us, BLFS Merger Subsidiary, Inc., our wholly-owned subsidiary (“Merger Sub”), and Global Cooling, Inc. (“Global Cooling”) pursuant to which Merger Sub will merge with and into Global Cooling, with Global Cooling continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “GCI Merger”). The total consideration to be paid by us to the stockholders of Global Cooling at the closing will be 6,646,870 shares of our common stock (representing 19.9% of the number of our shares of common stock issued and outstanding immediately prior to the date of the execution of the Merger Agreement), a portion of which will be held in two segregated escrow accounts to serve as the sole source of payment for post-closing indemnification claims. The Merger Agreement provides for mutual indemnification, subject, in certain instances, to a basket and cap. The closing of the GCI Merger is subject to various customary closing conditions, including the approval of Global Cooling’s stockholders, and may be terminated by mutual agreement, for the other party’s uncured material breach, or if there is a government order preventing the closing, among other reasons. There is no assurance that the GCI Merger will close or that, if the GCI Merger does close, it will be successful or that Global Cooling will be, or will remain, profitable. For more information regarding the GCI Merger, please see our Current Report on Form 8-K filed on March 25, 2021.  For further discussion of the risks relating to the GCI Merger, see “Risks Related to our Acquisition Strategy” in Item 1A. “Risk Factors”, below.

Human Capital

capital

We view our employees and our culture as key to our success. As of December 31, 2020,2023, we had 193409 full time employees and 65 part-time employees. Our employees are not covered by any collective bargaining agreement. We consider relations with our employees to be good.

Since March 2020, we have operated with a flexible work environment in which positions not essential to being on-site may embrace hybrid ways of working. Overall, we aim to preserve the flexibility offered by hybrid work arrangements while offering our employees a healthy, supportive, and inclusive environment that supports their development, provides connection, and propels team and individual performance.
Corporate History

history

We were incorporated in Delaware in 1987 under the name Trans Time Medical Products, Inc. In 2002, the Company, then known as Cryomedical Sciences, Inc. was engaged in manufacturing and marketing cryosurgical products. The entity was merged with our wholly-ownedwholly owned subsidiary, BioLife Solutions, Inc., which was engaged as a developer and marketer of biopreservation media products for cells and tissues. Following the merger, we changed our name to BioLife Solutions, Inc.

Principal Offices; Available Information

offices; available information

Our principal executive offices are located at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021 and the telephone number is (425) 402-1400. We maintain a website at www.biolifesolutions.com. The information contained on or accessible through our website is not part of this Annual Report on Form 10-K and is not incorporated in any manner into this Annual Report. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), are available free of charge on our website as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the Securities and Exchange Commission (the “SEC”). The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

www.sec.gov.

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ITEM 1A.    RISK FACTORS

ITEM 1A.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, before deciding to invest in our common stock. If any of the following risks materialize, our business, financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose all or part of your investment.

Risks Relatedrelated to our Financial Condition

The majority offinancial condition

Despite our net product revenue come fromincreasingly diversified customer base, we depend on a relatively smalllimited number of customers and products in a limited number of market sectors; ifsectors. If we lose any of these large customers or if there are problemsdisruptions in those market sectors, particularly as a resultthe sales of the COVID-19 pandemic,these products, our net product revenue and operating results could decline significantly.

In

During the years ended December 31, 20202023, 2022, and 2019,2021, we derived approximately 13%16%, 18%, and 15%17% of our revenue from onethe same customer, respectively. No other customer accounted for more than 10% of revenue in the years ended December 31, 2020 or 2019.2023, 2022 and 2021. In the years ended December 31, 20202023, 2022, and 2019,2021, we derived approximately 60%39%, 36%, and 74%33% of our revenue from CryoStor products, respectively. Due to our acquisitions in 2020Additionally, during the years ended December 31, 2023, 2022 and 2019, and our expected merger with Global Cooling in 2021, we expect bothderived approximately 19%, 22% and 22% of our revenue concentration related to CryoStor, andrevenues from our customer concentration to be reduced for the year ending December 31, 2021.780XLE freezers, respectively. Our principal customers may vary from period to period and such customers may not continue to purchase products from us at current levels or at all (particularly as a result of the COVID-19 pandemic).all. Further, the inability of some of our customers to consummate anticipated purchases of our products due to changes in end-user demand, and other unpredictable factors that may affect customer ordering patterns could lead to significant reductions in net product revenue which could harm our business. Because our revenue and operating results are difficult to predict (particularly as a result of the COVID-19 pandemic), we believe that period-to-period comparisons of our results of operations are not a good indicator of our future performance. Additionally, if revenue declines in a quarter, whether due to a delay in recognizing expected revenue, adverse economic conditions, the COVID-19 pandemic or otherwise, our results of operations will be harmed because many of our expenses are relatively fixed. In particular, a large portion of our manufacturing costs, our research and development, sales and marketing and general and administrative expenses are not significantly affected by variations in revenue. Further, our cost of product revenue is dependent on product mix. If our quarterly operating results fail to meet investor expectations, the price of our common stock may decline.

We expect our operating results to fluctuate significantly from period to period.

Following

Our revenue, operating margins and other operating results have varied significantly in the past and may continue to fluctuate from period to period in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include changes in customer demand, pricing pressures applicable to our products, the length of our sales cycles, supply chain and inventory management, changes in competitive conditions, including the introduction of new products and enhancements by our competitors, among other factors described elsewhere in this Annual Report. In addition, following our acquisitions in 2020 andfrom 2019 through 2021, we have increased our fixed costs and now sell products having higher costs of product revenue than our biopreservation media products. We expect that the result of these acquisitions and subsequent operational decisions regarding the businesses acquired will make it more difficult to predict our revenue and operating results from period-to-period and that, as a result, comparisons of our results of operations are not currently and will not be for the foreseeable future a good indicator of our future performance. For example, if revenue declines in a quarter, whether due to a delay in recognizing expected revenue, adverse economic conditions, the COVID-19 pandemicsupply chain issues or otherwise, our results of operations in such period will be harmed because many of our expenses are now relatively fixed. In particular, a large portion of our manufacturing costs, research and development expenses, sales and marketing expenses and general and administrative expenses are not significantly affected by variations in revenue. Further, a shift in product revenue concentration away from our CryoStor products and towards our newother developing products with higher costs of product revenue will adversely affect our operating margin. If our quarterly operating results fail to meet investor expectations of investors or research analysts, the price of our common stock may decline.

We have announced that we intend to divest our Freezer Business. The failure to complete such divestiture on favorable terms or at all, or the pursuit of such divestiture, could adversely affect our businesses, results of operations and financial condition.
Risks RelatedSubsequent to the second quarter of 2023, we began to actively seek divestment of our Freezer Business to optimize the performance of our product portfolio. Although we are diligently pursuing a sale of the Freezer Business, no potential buyer has yet committed to purchasing the business and we have not yet entered into any agreement for the sale of such business. We may not be successful in selling our Freezer Business in a timely manner, if at all, or may do so on terms that are less favorable than we currently anticipate. If the Freezer Business is not sold as an ongoing business, we may have to liquidate those assets and incur substantial costs to shut down those operations. In addition, we have already recorded impairment charges over the property and equipment and definitive-lived intangible assets of the Freezer Business, as reflected in our consolidated financial statements. See Note 2: Impairment of property and equipment and definite-lived intangible assets, to our Acquisition Strategyconsolidated financial statements included in this Annual Report on Form 10-K for more information. If the Freezer Business is sold, it is possible that the net proceeds from the sale could be less than its current
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carrying value on our books, which would require us to take an additional impairment charge against our earnings in the amount of the difference, which could be significant. Moreover, the announcement and conduct of the divestiture process could cause disruptions in, and create uncertainty surrounding, our Freezer Business, including affecting relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on the Freezer Business’s operations and financial condition, potentially making it more difficult to successfully complete a transaction on favorable terms. The divestiture process may also divert our management’s attention from overseeing and exploring opportunities that may be beneficial to our other businesses and operations. If we are unable to complete a divestiture of our Freezer Business on favorable terms or at all, we may suffer negative publicity, and our business, results of operations, and financial condition may be adversely affected and the price of our common stock may decline.
Risks related to our acquisition strategy
If intangible assets and goodwill that we recorded in connection with our acquisitions become impaired, we may have to take significant charges against earnings.
In connection with the accounting for our completed acquisitions in recent years, we recorded a significant amount of intangible assets, including developed technology, in-process research and development, and customer relationships relating to the acquired product lines, and goodwill. As of December 31, 2023, the net carrying value of our goodwill and other intangible assets totaled $245.9 million. Under generally accepted accounting principles in the United States, we must assess, at least annually and potentially more frequently, whether the value of indefinite-lived intangible assets and goodwill have been impaired. Intangible assets and goodwill are assessed for impairment in the event of an impairment indicator, as was the case in the third quarter of 2023 when we began to actively seek divestment of our GCI Mergerand CBS freezer product lines (the “Freezer Business”). The announcement, coupled with broader economic uncertainty leading to reductions in spending across the biopharma industry and our customer base constituted interim triggering events that required further analysis with respect to potential impairment to goodwill, indefinite-lived intangibles, and our long-lived asset groups. As a result of the interim quantitative impairment analysis performed, we recorded a $5.8 million non-cash impairment charge over definite-lived intangible assets reflected in our consolidated statements of operations. Any future reduction or impairment of the value of intangible assets and goodwill will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods.
Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies.
As a part of our growth strategy, we have made, and may continue to make, selected acquisitions of complementary products and/or businesses. Any acquisition involves numerous risks and operational, financial, and managerial challenges, including the following, any of which could adversely affect our business, financial condition, or results of operations:
•

difficulties in integrating new operations, technologies, products, and personnel;

•problems maintaining uniform procedures, controls, and policies with respect to our financial accounting systems;
•lack of synergies or the inability to realize expected synergies and cost-savings;
•difficulties in managing geographically dispersed operations, including risks associated with entering foreign markets in which we have no or limited prior experience;
•underperformance of any acquired technology, product, or business relative to our expectations and the price we paid;
•negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges;
•the potential loss of key employees, customers, and strategic partners of acquired companies;
•claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction;
•the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash;
•diversion of management’s attention and company resources from existing operations of the business;
•inconsistencies in standards, controls, procedures, and policies;
•cash expenses and non-cash accounting charges incurred in connection with acquisitions, including unanticipated costs associated with the amortization of intangible assets;
•the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies;
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•assumption of, or exposure to, historical liabilities of the acquired business, including unknown contingent or similar liabilities, including product liability, that are difficult to identify or accurately quantify; and
•risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property.
In addition, the successful integration of acquired businesses requires significant efforts and expense across all operational areas, including sales and marketing, research and development, manufacturing, finance, legal, and information technologies. Our acquisitions we may not be successful or may not be, or remain, profitable. Our failure to successfully address the foregoing risks may prevent us from achieving the anticipated benefits from any acquisition in a reasonable time frame, or at all.
Our recent acquisitions may result in unexpected consequences to our business and results of operations.
Although we believe that our acquired product lines will generally be subject to risks similar to those to which we are subject to in our existing operations, we may not have discovered all risks applicable to these businesses during the due diligence process. Some of these risks could produce unexpected and unwanted consequences for us. Undiscovered risks may result in us incurring financial liabilities, which could be material and have a negative impact on our business operations.
We may engage in future acquisitions or other strategic transactions which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management.

In fiscal 2020 and 2019, we acquired four companies and made investments in three other companies (including a follow-on investment in one company). Additionally, on March 19, 2021, we entered into an agreement and plan of merger with Global Cooling to acquire all of the shares of Global Cooling, which we expect to close, subject to receipt of approval from the stockholders of Global Cooling and certain regulatory approvals, on or prior to May 1, 2021.

We are continuingcontinue to actively evaluate opportunities and consider other strategic transactions to grow our portfolio of bioproduction tools and services for the cell and gene therapy tools.and broader biopharma markets. In the event we engage in an acquisition or strategic transaction, including by making an investment in another company, we may need to acquire additional financing. Obtaining financing through the issuance or sale of additional equity and/or debt securities, if possible, may not be at favorable terms and may result in additional dilution to our current stockholders.stockholders (which in the case of certain of our prior acquisitions were significant). We also may be unable to issue our equity to finance or as consideration for any acquisition if the price of our common stock decreases or is volatile. Additionally, any such transaction may require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could adversely affect our operations and financial results. For example, an acquisition or strategic transaction including the merger with Global Cooling, may entail numerous operational and financial risks, including the risks outlined above and additionally:

●

exposure to unknown liabilities;

●

•exposure to unknown financial or product liabilities;
•disruption of our business and diversion of our management's time and attention in order to develop acquired products or technologies;

●

higher than expected acquisition and integration costs;

●

write-downs of assets or goodwill or impairment charges;

●

increased amortization expenses;

●

difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

●

impairment of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership; and

●

inability to retain key employees of any acquired businesses.

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Accordingly, although there can be no assurance that we will undertakeour business and diversion of our management's time and attention in order to negotiate and close on such transaction or successfully completedevelop acquired products or technologies;

•higher than expected acquisition and integration costs;
•write-downs of assets or goodwill or impairment charges;
•increased amortization expenses;
•difficulty and cost in combining the operations and personnel of any transactionsacquired businesses with our operations and personnel;
•impairment of the nature described above, including the Global Cooling transaction,relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership; and
•inability to retain key employees of any acquired businesses.
Accordingly, any transactions that we do complete could have a material adverse effect on our business, results of operations, financial condition, and prospects.

If intangible assets and goodwill that we recorded in connection with our acquisitions become impaired, we may have to take significant charges against earnings.

In connection with the accounting for our completed acquisitions in 2020 and 2019, we recorded a significant amount of intangible assets, including developed technology and customer relationships relating to the acquired product lines, and goodwill. Under U.S. GAAP, we must assess, at least annually and potentially more frequently, whether the value of intangible assets and goodwill has been impaired. Intangible assets and goodwill will be assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of intangible assets and goodwill will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods.

Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies.

As a part of our growth strategy, we have made and may continue to make selected acquisitions of complementary products and/or businesses, including the expected merger with Global Cooling. Any acquisition involves numerous risks and operational, financial, and managerial challenges, including the following, any of which could adversely affect our business, financial condition, or results of operations:

•

difficulties in integrating new operations, technologies, products, and personnel;

•

problems maintaining uniform procedures, controls and policies with respect to our financial accounting systems;

•

lack of synergies or the inability to realize expected synergies and cost-savings;

•

difficulties in managing geographically dispersed operations, including risks associated with entering foreign markets in which we have no or limited prior experience;

•

underperformance of any acquired technology, product, or business relative to our expectations and the price we paid;

•

negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges;

•

the potential loss of key employees, customers, and strategic partners of acquired companies;

•

claims by terminated employees and shareholders of acquired companies or other third parties

Risks related to the transaction;

•

the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash;

•

the issuance of equity securities to finance or as consideration for any acquisitions that dilute the ownership of our stockholders (which in the case of Global Cooling, is significant);

•

the issuance of equity securities to finance or as consideration for any acquisitions may not be an option if the price of our common stock is low or volatile which could preclude us from completing any such acquisitions;

•

diversion of management’s attention and company resources from existing operations of the business;

•

inconsistencies in standards, controls, procedures, and policies;

•

the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies;

•

assumption of, or exposure to, historical liabilities of the acquired business, including unknown contingent or similar liabilities that are difficult to identify or accurately quantify; and

•

risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property.

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In addition, the successful integration of acquired businesses requires significant efforts and expense across all operational areas, including sales and marketing, research and development, manufacturing, finance, legal, and information technologies. There can be no assurance that any of the acquisitions we may make will be successful or will be, or will remain, profitable. Our failure to successfully address the foregoing risks may prevent us from achieving the anticipated benefits from any acquisition in a reasonable time frame, or at all.

The closing of the GCI Merger is subject to various closing conditions, including the receipt of stockholder approval from the Global Cooling Stockholders, and if these conditions are not met or waived, we will not be able to close the GCI Merger which may adversely affect our business, financial results and stock price.

The Merger Agreement provides that various closing conditions must be met before the GCI Merger will close including, but not limited to, receipt of stockholder approval from the Global Cooling stockholders and receipt of certain regulatory approvals. If these closing conditions are not met or waived, if permissible, we will not be able to close the GCI Merger. If the GCI Merger is not completed, our ongoing business may be adversely affected and we could see an impact on our financial results and stock price.

The integration of Global Cooling after the GCI Merger may result in significant accounting charges that adversely affect the announced results of our company.

The financial results of our company may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with the GCI Merger. In addition to the anticipated cash charges, costs associated with the amortization of intangible assets are expected. The parties are in the process of preparing pro forma financial statements that reflect the effects of the GCI Merger and, accordingly, the amount and timing of these possible charges are not yet known. The price of our common stock could decline to the extent our financial results are materially affected by the foregoing charges or if the foregoing charges are larger than anticipated.

The announcement and pendency of the GCI Merger could cause disruptions in the businesses of our company and Global Cooling which could have an adverse effect on our and their business and financial results both prior to and after the closing of the GCI Merger.

Each party has operated and, until the completion of the GCI Merger, will continue to operate independently. Uncertainty about the effect of the GCI Merger on employees, customers, distributors and suppliers may have an adverse effect on us and Global Cooling both prior to and following closing of the GCI Merger. These uncertainties may impair each parties’ ability to retain and motivate key personnel and could cause customers, distributors, suppliers and others with whom each company deals to seek to change existing business relationships which may materially and adversely affect their respective businesses. Due to the materiality standards agreed to by the parties in the Merger Agreement, each party may be obligated to consummate the GCI Merger in spite of the adverse effects resulting from the disruption of our and Global Cooling’s ongoing businesses. Furthermore, this disruption could adversely affect our ability to maintain relationships with our and their customers, distributors, suppliers and employees after the GCI Merger or to achieve the anticipated benefits of the GCI Merger. Moreover, integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each party. Each of these events could adversely affect us, in the near term and, if the GCI Merger is completed, thereafter.

The regulatory approvals required to close the GCI Merger may not be obtained or may contain materially burdensome conditions.

Completion of the GCI Merger is conditioned upon the receipt of certain governmental approvals, including the expiration or termination of the applicable antitrust waiting periods, and any extension of the waiting periods. Although the parties have agreed in the Merger Agreement to use their best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained. In addition, the governmental entities from which these approvals are required may impose conditions on the completion of the GCI Merger or require changes to the terms of the GCI Merger. While the parties do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of jeopardizing or delaying completion of the GCI Merger or reducing the anticipated benefits of the GCI Merger. If either party agrees to any material conditions in order to obtain any approvals required to complete the GCI Merger, the business and results of operations of the combined company may be adversely affected.

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The GCI Merger may result in unexpected consequences to our business and results of operations.

Although Global Cooling’s business will generally be subject to risks similar to those to which we are subject to in our existing operations we may not have discovered all risks applicable to Global Cooling’s business during the due diligence process and such risks may not be discovered prior to closing.  Some of these risks could produce unexpected and unwanted consequences for us.  Undiscovered risks may result in us incurring financial liabilities, which could be material and have a negative impact on our business operations.

Failure to realize the benefits expected from the GCI Merger could adversely affect the value of our common stock.

The success of the GCI Merger will depend, in part, on our ability to:

●

capitalize on our cross-selling opportunities by leveraging our extensive relationships with cell and gene therapy companies to drive sales of Global Cooling’s freezers and leveraging Global Cooling’s relationships with its customers to offer them our full portfolio of bioproduction tools and services;

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realize the anticipated cost savings from vertical integration of our synergies including lower capital costs in deploying Global Cooling’s freezers in SciSafe global biorepositories, expanding manufacturing capacity for Global Cooling’s freezers at our CBS facilities and expanding the reach of the Global Cooling sales team and distributors to provide access to our entire portfolio of bioproduction tools and services offered to the cell and gene therapy and biopharma markets; and

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realize cost savings from reduced back-office and infrastructure expenses, elimination of duplicative company and management structure costs, and improved purchasing power through greater scale.

However, to realize the anticipated benefits of the GCI Merger we must successfully integrate the business of Global Cooling in a manner that permits those benefits and cost savings to be realized. Although we expect significant benefits to result from the GCI Merger, there can be no assurance that we will be able to successfully realize these benefits. The challenges involved in this integration, which will be complex and time consuming. If we do not successfully manage these and related issues and challenges, we may not achieve the anticipated benefits of the GCI Merger and our revenue, expenses, operating results, financial condition and stock price could be materially adversely affected.

Risks Related to our Business and Operations

Healthcare reform measures could adversely affect our business.

business and financial results.

The efforts of governmental and third-party payors to contain or reduce the costs of healthcare and, more generally, to reform the U.S. healthcare system may adversely affect the business and financial condition of pharmaceutical and biotechnology companies, including ours. Specifically, in both the United States and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our products profitably.profitably, including by limiting the prices we are able to charge for our products, the amounts of reimbursement available for our products or the acceptance and availability of our products. Efforts by governments and
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other third-party payors to contain or reduce the costs of healthcare through various means may limit our commercial opportunities and adversely affect our operating results and result in a decrease in the price of our common stock or limit our ability to raise capital.


If our products or the products of our competitors do not perform as expected or the reliability of the technology on which our products are based is questioned, we could experience lost revenue, delayed or reduced market acceptance of our products, increased costs, and damage to our reputation.


Our success depends on the market’s confidence that we can provide reliable, high-quality products to our customers. We believe that customers in our target markets are likely to be particularly sensitive to product defects and errors. Our reputation and the public image of our products and technologies may be impaired if our products or similar products of our competitors fail to perform as expected. Although our products are tested prior to shipment, defects or errors could nonetheless occur in our products. In the future, if our products experience, or are perceived to experience, a material defect or error, this could result in loss or delay of revenues, delayed or reduced market acceptance, damageddamage to our reputation, diversion of development resources, legal claims, increased insurance costs or increased service and warranty costs, any of which could harm our business.business, financial condition or results of operations. Such defects or errors could also narrow the scope of the use of our products, which could hinder our success in the market. Even after any underlying concerns or problems are resolved, any lingering concerns in our target market regarding our technology or any manufacturing defects or performance errors in our products could continue to result in lost revenue, delayed or reduced market acceptance, damageddamage to our reputation, increased service and warranty costs and claims against us.


We face significant competition.

operate in a highly competitive industry and if we cannot compete effectively, our business, financial condition and operating results could be materially and adversely affected.


The life sciences industry is highly competitive.competitive and subject to rapid technological change. We anticipate that we will continue to face increased competition as existing companies may choose to develop new or improved products and as new companies could enter the market with new technologies, any of which could compete with our productproducts or even render our products obsolete. Many of our competitors are significantly larger than us and have greater financial, technical, research, marketing, sales, distribution and other resources than us. There canusand may have longer operating histories. These companies may develop technologies that are superior alternatives to our products or may be no assurancemore effective at commercializing and marketing their technologies in products. We may need to improve our existing technologies or develop new technologies for our products to remain competitive. Our future success depends on our ability to compete effectively against current technologies, as well as to respond effectively to technological advances by developing and marketing products that ourare competitive in the continually changing technological landscape. Our competitors will notmay succeed in developing or marketing technologies and products that are more effective or commercially attractive than any that are being developed or marketed by us, or that such competitors will notmay succeed in obtaining regulatory approval, or introducing or commercializing any such products, prior to us. Such developments could have a material adverse effect on our business, financial condition and results of operations. Also, even if we can compete successfully, there can be no assurance that we canmay not continue do so in a profitable manner.

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We are dependent on outside suppliers for all our manufacturing supplies.

We relydepend on outside suppliers for all our manufacturing supplies, parts and components. Although we believe we could develop alternative sources of supply

We rely on outside suppliers, including several single-source suppliers, for most of these components within a reasonable period of time, thereall our manufacturing supplies, parts and components. There can be no assurance that, in the future, our current or alternative sources for manufacturing supplies will be able to meet all our demands on a timely basis, particularly given the uncertainty surrounding the COVID-19 pandemic.basis. Unavailability of necessary components could require us to re-engineer our products to accommodate available substitutions, which could increase costs to us and/or have a material adverse effect on manufacturing schedules, products performance and market acceptance. In addition, an uncorrected defect or supplier’s variation in a component or raw material, either unknown to us or incompatible with our manufacturing process, could harm our ability to manufacture products. We might not be able to find a sufficient alternative supplier in a reasonable amount of time, or on commercially reasonable terms, if at all. If we fail to obtain aan alternative supplier for the components of our products, our operations could be disrupted.

Our success will depend on our ability to attract and retain key personnel.

In order to execute our business plan, we must attract, retain and motivate highly qualified managerial, scientific, manufacturing, and sales personnel. If we fail to attract and retain skilled scientific and sales personnel, our sales efforts will be hindered. Our future success depends to a significant degree upon the continued services of key scientific and technical personnel. If we do not attract and retain qualified personnel, we will not be able to achieve our growth objectives.

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Difficulties in manufacturing could have an adverse effect upon our expenses and our product revenues.

We currently manufacture all of our biopreservation media products, freezer products and related components. We currently outsource most of the manufacturing of certain thaw products, certain cold chain products, two ULT freezer models, and components of our ThawSTAR and evo products.LN2 freezers. The manufacturing of our products is difficult and complex. To support our current and prospective clinical customers, we comply with, and intend to continue to comply with, cGMP in the manufacture of our products. Our ability to adequately manufacture and supply our products in a timely matter is dependent on the uninterrupted and efficient operation of our facilities and those of third-partiesthird partiesmanufacturing certain of our products or producing raw materials and supplies upon which we rely in our manufacturing. The manufacture of our products may be impacted by:

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availability or contamination of raw materials and components used in the manufacturing process, particularly those for which we have no other source or supplier;

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the ongoing capacity of our facilities;

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our ability to comply with new regulatory requirements, including our ability to comply with cGMP;

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inclement weather and natural disasters;

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changes in forecasts of future demand for product components;

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potential facility contamination by microorganisms or viruses;

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updating of manufacturing specifications;

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product quality success rates and yields; and

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global viruses and pandemics, including the current COVID-19 pandemic.

•availability or contamination of raw materials and components used in the manufacturing process, particularly those for which we have no other source or supplier;
•the ongoing capacity of our facilities and those of our outside manufacturers;
•our and our outside manufacturers’ ability to comply with existing and new regulatory requirements, including cGMP;
•inclement weather and natural disasters;
•changes in forecasts of future demand for product components;
•potential facility contamination by microorganisms or viruses;
•updating of manufacturing specifications;
•product quality success rates and yields;
•labor strike; and
•global viruses and pandemics, including COVID-19.

If efficient manufacture and supply of our products is interrupted, we may experience delayed shipments or supply constraints. If we are at any time unable to provide an uninterrupted supply of our products to customers, our customers may be unable to supply their end-products incorporating our products to their patients and other customers, which could materially and adversely affect our product revenue and results of operations.

In addition, if we are unable to procure a component from one of our outside manufacturers, we may be required to enter into arrangements with one or more alternative manufacturing companies, which may cause delays in producing components or result in significant increase in expenses.

While we are not currently subject to FDA or other regulatory approvals on substantially all of our products, if weour products become subject to regulatory requirements, the manufacture and sale of our products may be delayed or prevented, or we may become subject to increased expenses.

None of our products are subject to FDA.FDA regulation. In particular, we are not required to sponsor formal prospective, controlled clinical-trials to establish safety and efficacy. A group of isothermal, standard, and carousel LN2 freezers in our freezers and thaw systems product line is currently regulated as Class 2 medical devices in the EU. Additionally, we comply with cGMP requirements.requirements and other relevant quality standards. This is done solely to support our current and prospective clinical customers. However, there can be no assurance that we will not be required to obtain approval from the FDA, or foreign regulatory authorities, as applicable, prior to marketing any of our products in the future. Any such requirements could delay or prevent the sale of our products or may subject us to additional expenses.

Our business may be subject to product liability claims or product recalls, which could be expensive and could result in a diversion of management’s attention.
Our business exposes us to potential product liability risks that are inherent in designing, manufacturing, and marketing our products. In particular, we are a supplier of bioproduction tools to the cell and gene therapy industry. Our products are used in basic and applied research, and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, and distribution of cells and tissues, and component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks with respect to these or other products we manufacture or sell could result in an unsafe condition or injury. As a result, we face an inherent risk of damage to our reputation if one or more of our products are, or are alleged to be, defective. We may be exposed to risks from product liability and warranty claims in the event that our products actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in bodily injury and/or property damage. The outcome of litigation, particularly any class-action lawsuits, is difficult to quantify. Plaintiffs often seek recovery of very large or indeterminate amounts, including punitive damages. The magnitude of the potential losses relating to these lawsuits may remain unknown for substantial periods of time and the cost to defend against any such litigation, whether or not we are found liable, may be significant. Accordingly, we could experience product liability losses in the future and
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incur significant costs to defend these claims. While we maintain product liability insurance coverage, which we deem to be adequate based on historical experience, there can be no assurance that coverage will be available for such risks in the future or that, if available, it would prove sufficient to cover potential claims or that the present amount of insurance can be maintained in force at an acceptable cost to us.
In addition, if any of our products are, or are alleged to be, defective, we may voluntarily participate, or be required by applicable regulators, to participate in a recall of that product if the defect or the alleged defect relates to safety. In the event of a recall, we may experience lost sales and be exposed to individual or class-action litigation claims and reputational risk. Product liability, warranty and recall costs may have a material adverse effect on our business, financial condition and results of operations.

Insurance coverage is increasingly difficult to obtain or maintain.
While we currently maintain product liability insurance, directors’ and officers’ liability insurance, general liability insurance, and other types of insurance, first- and third-party insurance is increasingly more costly and narrower in scope, and we may be required to assume more risk in the future. If we are subject to third-party claims or suffer a loss or damage in excess of our insurance coverage, we may be required to share that risk in excess of our insurance limits. Furthermore, any first- or third-party claims made on our insurance policies may impact our future ability to obtain or maintain product liability insurance coverage at reasonable costs, if at all.
We are and may become the subject of various claims, litigation or investigations which could have a material adverse effect on our business, financial condition, or results of operations or the price of our common stock.

We are and may become subject to various claims (including “whistleblower” complaints), litigation or investigations, including commercial disputes and employee claims, and from time to time may be involved in governmental or regulatory investigations or similar matters. Some of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses. Any claims asserted against us or our management, regardless of merit or eventual outcome, could harm our reputation, distract our management and have an adverse impact on our relationship with our existing or prospective clients, distribution partners and other third partiesthird-parties and could lead to additional related claims. Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Any judgments or settlements in any pending litigation or future claims, litigation or investigation could have a material adverse effect on our business, financial condition, or results of operations andor the price of our common stock.

Risks Relatedrelated to our Intellectual Propertyintellectual property and Cyber Security

cyber security

Expiration of our patents may subject us to increased competition and reduce our opportunity to generate product revenue.

The patents for our products have varying expiration dates and, when these patents expire, we may be subject to increased competition and we may not be able to recover our development costs. In some of the larger economic territories, such as the United States and Europe, patent term extension/restoration may be available. We cannot, however, be certain that an extension will be granted or, if granted, what the applicable time or the scope of patent protection afforded during any extended period will be. If we are unable to obtain patent term extension/restoration or some other exclusivity, we could be subject to increased competition and our opportunity to establish or maintain product revenue could be substantially reduced or eliminated. Furthermore, we may not have sufficient time to recover our development costs prior to the expiration of our U.S. and non-U.S. patents.

Our proprietary rights may not adequately protect our technologies and products.

Our commercial success will depend on our ability to obtain patents and/or regulatory exclusivity and maintain adequate protection for our technologies and products in the United States and other countries. We will be able to protect our proprietary rights from unauthorized use by third partiesthird-parties only to the extent that our proprietary technologies and products are covered by valid and enforceable patents or are effectively maintained as trade secrets.

We intend to apply for additional patents covering both our technologies and products, as we deem appropriate. We may, however, fail to apply for patents on important technologies or products in a timely fashion, if at all. Our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from practicing our technologies or from developing competing products and technologies. In addition, the patent positions of life science industry companies are
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highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. As a result, the validity and enforceability of our patents cannot be predicted with certainty. In addition, we cannot guarantee that:

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we were the first to make the inventions covered by each of our issued patents and pending patent applications;

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we were the first to file patent applications for these inventions;

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others will not independently develop similar or alternative technologies or duplicate any of our technologies;

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any of our pending patent applications will result in issued patents;

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any of our patents will be valid or enforceable;

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any patents issued to us will provide us with any competitive advantages, or will not be challenged by third parties; and

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we will develop additional proprietary technologies that are patentable, or the patents of others will not have an adverse effect on our business.

•we were the first to make the inventions covered by each of our issued patents and pending patent applications;
•we were the first to file patent applications for these inventions;
•others will not independently develop similar or alternative technologies or duplicate any of our technologies;
•any of our pending patent applications will result in issued patents;
•any of our patents will be valid or enforceable;
•any patents issued to us will provide us with any competitive advantages, or will not be challenged by third parties; and
•we will develop additional proprietary technologies that are patentable, or the patents of others will not have an adverse effect on our business.
The actual protection afforded by a patent varies on a product-by-product basis, from country to country and depends on many factors, including the type of patent, the scope of its coverage, the availability of regulatory related extensions, the availability of legal remedies in a particular country and the validity and enforceability of the patents. Our ability to maintain and solidify our proprietary position for our products will depend on our success in obtaining effective claims and enforcing those claims once granted. Our issued patents and those that may be issued in the future, or those licensed to us, may be challenged, invalidated, unenforceable or circumvented, and the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages against competitors with similar products. We also rely on trade secrets to protect some of our technology, especially where it is believed that patent protection is inappropriate or unobtainable. However, trade secrets are difficult to maintain. While we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, or scientific and other advisors may unintentionally or willfully disclose our proprietary information to competitors. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. In addition, non-U.S. courts are sometimes less willing than U.S. courts to protect trade secrets. If our competitors independently develop equivalent knowledge, methods, and know-how, we would not be able to assert our trade secrets against them and our business could be harmed.

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We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting, and defending patents on all our products in every jurisdiction would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products. These products may compete with our products and may not be covered by any patent claims or other intellectual property rights.

The laws of some non-U.S. countries do not protect intellectual property rights to the same extent as the laws of the United States, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of our patents. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

If we fail to protect our intellectual property rights, our competitors may take advantage of our ideas and compete directly against us.

Our success will depend to a significant degree on our ability to secure and protect intellectual property rights and enforce patent and trademark protections relating to our technology. While we believe that the protection of patents and trademarks is important to our business, we also rely on a combination of copyright, trade secret, nondisclosure and confidentiality agreements, know-how and continuing technological innovation to maintain our competitive position. From time to time, litigation may be advisable to protect our intellectual property position. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Any litigation in this regard could be costly, and it is possible that we will not have sufficient resources to fully pursue litigation or to protect our intellectual property rights. This could result in the rejection or invalidation of our existing and future patents. Any adverse outcome in litigation relating to the validity of our patents, or any failure to pursue litigation or otherwise to protect our patent position, could materially harm our business and financial condition. In addition, confidentiality
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agreements with our employees, consultants, customers, and key vendors may not prevent the unauthorized disclosure or use of our technology. It is possible that these agreements will be breached or that they will not be enforceable in every instance, and that we will not have adequate remedies for any such breach. Enforcement of these agreements may be costly and time consuming. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States.

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights, and we may be unable to protect our rights to, or use of, our technology.

If we choose to go to court to stop someone else from using the inventions claimed in our patents or our licensed patents, that individual or company has the right to ask the court to rule that these patents are invalid and/or should not be enforced against that third party. These lawsuits are expensive and would consume time and other resources even if we were successful in stopping the infringement of these patents. In addition, there is a risk that the court will decide that these patents are invalid or unenforceable and that we do not have the right to stop the other party from using the inventions. There is also the risk that, even if the validity or enforceability of these patents is upheld, the court will refuse to stop the other party on the grounds that such other party’s activities do not infringe our rights.

If we wish to use the technology claimed in issued and unexpired patents owned by others, we will need to obtain a license from the owner, enter into litigation to challenge the validity or enforceability of the patents or incur the risk of litigation in the event that the owner asserts that we infringed its patents. The failure to obtain a license to technology or the failure to challenge an issued patent that we may require to discover, develop or commercialize our products may have a material adverse effect on us.

If a third party asserts that we infringed its patents or other proprietary rights, we could face a number of risks that could seriously harm our results of operations, financial condition and competitive position, including:

●

patent infringement and other intellectual property claims, which would be costly and time consuming to defend, whether or not the claims have merit, and which could delay a product and divert management’s attention from our business;

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substantial damages for past infringement, which we may have to pay if a court determines that our product or technologies infringe a competitor’s patent or other proprietary rights;

●

a court prohibiting us from selling or licensing our technologies unless the third party licenses its patents or other proprietary rights to us on commercially reasonable terms, which it is not required to do; and

���

if a license is available from a third party, we may have to pay substantial royalties or lump-sum payments or grant cross licenses to our patents or other proprietary rights to obtain that license.

•patent infringement and other intellectual property claims, which would be costly and time consuming to defend, whether or not the claims have merit, and which could delay a product and divert management’s attention from our business;
•substantial damages for past infringement, which we may have to pay if a court determines that our product or technologies infringe a competitor’s patent or other proprietary rights;
•a court prohibiting us from selling or licensing our technologies unless the third party licenses its patents or other proprietary rights to us on commercially reasonable terms, which it is not required to do; and
17•if a license is available from a third party, we may have to pay substantial royalties or lump-sum payments or grant cross licenses to our patents or other proprietary rights to obtain that license.
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The biotechnology industry has produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If we are sued for patent infringement, we would need to demonstrate that our products or methods of use either do not infringe the patent claims of the relevant patent, and/or that the patent claims are invalid, and/or that the patent is unenforceable, and we may not be able to do this. Proving invalidity, in particular, is difficult since it requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents.

U.S. patent laws as well as the laws of some foreign jurisdictions provide for provisional rights in published patent applications beginning on the date of publication, including the right to obtain reasonable royalties, if a patent subsequently issues and certain other conditions are met.

Because some patent applications in the United States may be maintained in secrecy until the patents are issued, because patent applications in the United States and many foreign jurisdictions are typically not published until 18 months after filing, and because publications in the scientific literature often lag behind actual discoveries, we cannot be certain that others have not filed patent applications for technology covered by our issued patents or our pending applications, or that we were the first to invent the technology.

Patent applications filed by third parties that cover technology similar to ours may have priority over our patent applications and could further require us to obtain rights to issued patents covering such technologies. If another party files a U.S. patent application on an invention similar to ours, we may elect to participate in or be drawn into an interference proceeding declared by the U.S. Patent and Trademark Office to determine priority of invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful, resulting in a loss
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of our U.S. patent position with respect to such inventions. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations. We cannot predict whether third parties will assert these claims against us, or whether those claims will harm our business. If we are forced to defend against these claims, whether they are with or without any merit and whether they are resolved in favor of or against us, we may face costly litigation and diversion of management’s attention and resources. As a result of these disputes, we may have to develop costly non-infringing technology, or enter into licensing agreements. These agreements, if necessary, may be unavailable on terms acceptable to us, if at all, which could seriously harm our business or financial condition.

Our inability to protect our systems and data from continually evolving cybersecurity risks or other technological risks, including as a result of breaches of our associated third parties,parties' information technology systems, could affect our ability to conduct our business.

In conducting our business, we process, transmit and store sensitive, business informationproprietary and personalconfidential information about our employees, customers, vendors, and other parties.parties, including business and personal information. This information may include account access credentials, credit and debit card numbers, bank account numbers, social security numbers, driver’s license numbers, names and addresses and other types of sensitive business or personal information. Some of this information is also processed and stored by our third-party service providers to whom we outsource certain functions and other agents, including our customers, which we refer to collectively as our associated third parties.

We are a regular target of malicious third-party attempts, some of which have been successful, to identify and exploit system vulnerabilities and/or penetrate or bypass our security measures in order to gain unauthorized access to our networks and systems or those of our associated third parties. Such access has led and could lead in the future to the compromise of sensitive, business, personal or confidential information.information or instructions to transfer funds by us or customers to unauthorized recipients. In the third quarter during the year ended December 31, 2022, we experienced an immaterial security breach that successfully redirected payments from BioLife customers to unauthorized bank accounts. As a result, we proactively employ multiple methods at different layers of our systems to defend our systems against intrusion and attack and to protect the data we collect. However,These measures have been breached in the past, and we cannot be certain that these measuresthey will be successful and will be sufficient to counter all current and emerging technology threats that are designed to breach our systems in order to gain access to confidential information.

Our computer systems and our associated third parties’ computer systems could be in the future, subject to breach, and our data protection measures may not prevent unauthorized access.

The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often difficult to detect. Threats to our systems and our associated third parties’ systems can derive and have derived from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure.failure, including as a result of natural disasters, power failures or other events beyond our control. Computer viruses and other malware can be distributed and have infiltrated, and could in the future infiltrate, our systems or those of our associated third parties. In addition, denial of service or other attacks could be launched against us for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Our defensive measures in the past have not, and in the future, may not, prevent downtime, unauthorized access, or use of sensitive data. Further, while we select our associated third party service providersparties carefully, and we seek to ensure that our customers adequately protect their systems and data, we do not control their actions and are not able to oversee their processes. Any problems experienced by our associated third parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyber-attacks and security breaches, could adversely affect our ability to conduct our business and our financial condition.

We could also be subject to liability for claims relating to the loss or misuse of personal information, such as violation of data privacy laws. We cannot provide assurance that the contractual requirements related to security and privacy that we impose on our service providers who have access to our data, including customer datainformation, will be followed or will be adequate to prevent the unauthorized use or disclosure of such data. Any failure to adequately enforce or provide these protective measures or to prevent unauthorized access to our data, including customer information could result in liability, loss of business, protracted and costly litigation, governmental intervention, fines and fines.

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Risks Relateddamage to our Common Stock

reputation.

Risks related to our common stock
Our stock price and volume may be volatile, and purchasers of our securities could incur substantial losses.

Our

The trading price and volume of our common stock, traded on the NASDAQ Capital Market ("NASDAQ"), has been, and may in the future be, volatile and has experienced price and volume fluctuations.volatile. For example, in the year ended December 31, 2020,2023, the highest intra-day sale price of our common stock on NasdaqNASDAQ was $47.22$26.89 per share and the lowest intra-day sale price of our common stock on NASDAQ
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was $7.37$8.92 per share. Our highest trading day volume was 2,242,100 shares traded and the lowest trading day volume was 138,500 shares traded. We may continue to incur substantial increases or decreases in our stock price and volume in the foreseeable future.

Our stock price and trading volume and the market prices and trading volume of many publicly traded companies, including emerging companies in the life sciences industry, have been, and can be expected to be, highly volatile. The future market price and trading volume of our common stock could be significantly impacted by numerous factors, including, but not limited to:

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•Future sales of our common stock or other fundraising events;

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Sales of our common stock by existing shareholders;

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Changes in our capital structure, including stock splits or reverse stock splits;

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Announcements of technological innovations for new commercial products by our present or potential competitors;

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Developments concerning proprietary rights;

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Adverse results in our field or with clinical tests of our products in customer applications;

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Adverse litigation;

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Unfavorable legislation or regulatory decisions;

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Public concerns regarding our products;

●

Variations in quarterly operating results;

●

General trends in the health care industry;

●

Global viruses, epidemics and pandemics, including the current COVID-19 pandemic; and

●

Other factors outside of our control, including significant market fluctuations.

A significant percentage of our outstanding common stock is held by two stockholders, and these stockholders therefore have significant influence on us and our corporate actions.

As of December 31, 2020, based on our review of public filings and the Company’s records, two of our existing stockholders, (i) WAVI Holdings AG and (ii) Casdin Capital, LLC (“Casdin”), owned, collectively, 11.1 million shares of our common stock representing 34% of the issued and outstanding shares of common stock. Accordingly, these stockholders have had, and will continue to have, significant influence in determining the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations and the sale of all or substantially all our assets, election of directors and other significant corporate actions. In addition, without the consent of these stockholders, we could be prevented from entering into transactions that could be beneficial to us.

Any future sales of our securities in the public markets or any future securities issuances in connection with our acquisition strategy, including with respect to the expected merger with Global Cooling, may cause the trading pricecapital raising events by us;

•Sales of our common stock to declineby existing shareholders;
•Changes in our capital structure, including stock splits or reverse stock splits;
•Changes in our product offerings and could impairbusiness structure through acquisitions or divestitures;
•Announcements of technological innovations for new commercial products by our ability to raise capital through future equity offerings.

Salespresent or potential competitors;

•Developments concerning proprietary rights;
•Adverse results in our field or with clinical tests of our products in customer applications;
•Adverse litigation;
•Unfavorable legislation or regulatory decisions;
•Public concerns regarding our products;
•Variations in quarterly operating results;
•General trends in the health care industry;
•Global viruses, epidemics, and pandemics, including COVID-19; and
•Other factors outside of our control, including significant market fluctuations.

In addition, sales of a substantial number of shares of our common stock or other securities in the public markets (including an issuance by us of additional securities in a public offering or private placement), or the perception that these sales may occur, could cause the market price of our common stock or other securities to decline and could materially impair our ability to raise capital through the sale of additional securities. If we issue additional securities in a public offering or a private placement, such sales or any resales of such securities could further adversely affect the market price of our common stock. The sale of a large number of shares of our common stock or other securities also might make it more difficult for us to sell equity or equity-related securities in the future at a time and at the prices that we deem appropriate.

appropriate

A significant percentage of our outstanding common stock is held by one stockholder, and this stockholder therefore has significant influence on us and our corporate actions.
As of December 31, 2023, based on our review of public filings and the Company’s records, one of our existing stockholders, Casdin Capital, LLC (“Casdin”), owned 8,707,165 shares of our common stock, representing 19.3% of the issued and outstanding shares of common stock. Accordingly, this stockholder has had, and will continue to have, significant influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all our assets, election of directors and other significant corporate actions. In addition, without the consent of this stockholder where a stockholder vote may be necessary, we could be prevented from entering into transactions that could be beneficial to us.
We do not anticipate declaring any cash dividends on our common stock.

We have never declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy is to retain all funds and earnings for use in the operation and expansion of our business.


Anti-takeover provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws may have the effect of delaying or preventing a change of control or changes in our management, including provisions that:

•authorize our board of directors to issue, without further action by the stockholders, undesignated preferred stock;
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Risks Related•allow stockholders to Accounting Matters

Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment and fair value determinations, inventories, business combinations and intangible asset valuations, leases, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could significantly change our reported or expected financial performance or financial condition and could require us to restatecall a special meeting of stockholders upon written request of the holders of 35% of the outstanding shares entitled to vote thereat;

•establish an advance notice procedure for stockholder nominations;
•provide that vacancies on our prior financial statementsboard of directors may be filled only by a majority of directors then in office, even though less than a quorum; and issue a non-reliance statement regarding
•specify that no stockholder is permitted to cumulate votes at any election of directors.

These provisions may frustrate or prevent any attempts by our prior financial disclosures.

stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us.

Risks related to accounting matters
Our ability to use net operating loss and tax credit carryforwards and certain built-in losses to reduce future tax payments is limited by provisions of the Internal Revenue Code, and it is possible that certain transactions or a combination of certain transactions may result in material additional limitations on our ability to use our net operating loss and tax credit carryforwards.

Section 382 and 383 of the Internal Revenue Code of 1986, as amended, contain rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock over a three-year period, to utilize its net operating loss and tax credit carryforwards and certain built-in losses recognized in years after the ownership change. These rules generally operate by focusing on ownership changes involving stockholders owning directly or indirectly 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the company. Generally, if an ownership change occurs, the yearly taxable income limitation on the use of net operating loss and tax credit carryforwards and certain built-in losses is equal to the product of the applicable long-term, tax-exempt rate and the value of the company’s stock immediately before the ownership change. We may be unable to offset our taxable income with losses, or our tax liability with credits, before such losses and credits expire and therefore would incur larger federal income tax liability.

If

We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, or if we failare unable to develop and maintain an effective system of internal control over financial reporting or disclosure controls and procedures, we may not be able to accurately and timely report financial results or prevent fraud. If we identify a material weakness in our internal control over financial reporting,fraud, and our ability to meet our reporting obligations and the trading price of our common stock could be negatively affected.


As described in Item 9A — Controls and Procedures and elsewhere in this Form 10-K, managementManagement identified a material weaknessweaknesses in our internal control over financial reporting for the fiscal years ended December 31, 20202023 and 2019.

In the course of making our assessment of the effectiveness of2022. Effective internal control over financial reporting as of December 31, 2019, we identified a material weakness in our internal control over financial reporting with regard to our controls over the accounting for financial instruments containing characteristics of both liabilities and equity. Although substantial progress has been made in remediating this material weakness, it has not been fully remediated as of December 31, 2020, and therefore this control deficiency continues to constitute a material weakness. Specifically, due to insufficient technical resources, the Company’s controls were not operating effectively to allow management to timely identify errors related to the recording of certain transactions involving financial instruments as previously described.

Effective internal controls areis necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. We regularly review and update our system of internal controls,control over financial reporting, disclosure controls and procedures, and corporate governance policies. In addition, we are required under the Sarbanes-Oxley Act of 2002 to report annually on our internal control over financial reporting. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Accordingly, a material weakness increases the risk that the financial information we report contains material errors.

While


In the course of making our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, we areidentified several material weaknesses. Material weaknesses were identified in relation to (i) ineffective control environment attributed to the acquisition of six private companies in 2019 – 2021 without the proper internal control infrastructure in place, insufficient resources with the appropriate level of internal controls training, knowledge, and expertise to meet our financial reporting requirements and provide adequate oversight over the performance of internal controls, and turnover in the processfirst half of addressing2023 in key positions, resulting in a delay in establishing control activities to effectively mitigate the risks; (ii) internal control procedures over certain financial statement areas; and (iii) change management controls over certain key financial systems.
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In the course of making our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, we identified several material weaknesses. Material weaknesses were identified in relation to (i) inappropriately designed entity-level controls impacting the control environment, risk assessment, and monitoring activities to prevent or detect material misstatements to the consolidated financial statements attributed to an insufficient number of qualified resources and inadequate oversight and accountability over the performance of controls, ineffective identification and assessment or risks impacting internal control over financial reporting, and ineffective monitoring controls; (ii) information system logical access within certain key financial systems; (iii) accounting policies and procedures and related controls over certain financial statement areas; (iv) inadequate risk assessment, accounting policies, procedures, and related controls performed over the recognition and measurement of indirect tax liabilities.
The aforementioned material weaknesses did not result in any identified material misstatements to our financial statements, and there were only immaterial changes to previously released financial results.
To address our material weakness as disclosed herein,weaknesses, we have developed and begun to implement the remediation plans described in Item 9A — Controls and Procedures and elsewhere in this Form 10-K. However, elements of our remediation planplans can only be accomplished over time and we can offer no assurance that these initiatives will ultimately have the intended effects. Any failure to establish and maintain sucheffective internal control over financial reporting and disclosure controls and procedures could adversely impact our ability to report our financial results on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations or may lose confidence in our reported financial information. Likewise, if our financial statements are not filed on a timely basis as required by the SEC and The NasdaqNASDAQ Stock Market LLC, we could face severe consequences from those authorities. In either case, it could result in a material adverse effect on our business or have a negative effect on the trading price of our common stock. Further, if we fail to remedy this deficiencythese deficiencies (or any other future deficiencies) or maintain the adequacy of our internal control over financial reporting and disclosure controls and procedures, we could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknessweaknesses identified or that any additional material weaknesses or restatements of our financial statements will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of those controls.

disclosure controls and procedures.

Further, in the future, if we cannot conclude that we have effective internal control over our financial reporting or disclosure controls and procedures, or if our independent registered public accounting firm is unable to provide an unqualified opinion regarding the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could lead to a decline in our stock price. Failure to comply with reporting requirements could also subject us to sanctions and/or investigations by the SEC, The NasdaqNASDAQ Stock Market LLC or other regulatory authorities.

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Risks Relatedrelated to disruptive events

Public health crises, such as the COVID-19 pandemic, have adversely affected, and Other Disruptive Events

Ourcould in the future adversely affect, our business, financial condition andcondition. results of operations may be adversely affected by the COVID-19 pandemic.

and cash flows.


We continueare subject to closely monitor the impact ofrisks associated with public heath crises, including those related to the COVID-19 global pandemic on all aspects of our business and geographies, including how it has and will impact our customers, team members, suppliers, vendors, business partners and distribution channels.pandemic. The COVID-19 global pandemic has created significant volatility, uncertainty, and economic disruption, which has had, and may continue to affecthave, an adverse effect our business operations, and may materially and adversely affect our results of operations, cash flows and financial position.

We are currently followingcondition. Other future public health crises may also have a negative impact on our business.


In particular, the recommendations of local health authorities to minimize exposure risk for our team members and visitors.  While we have implemented specific business continuity plans to reduce the impactfinancial or operational impacts as a result of COVID-19 or other future public health crises have included, and believe that we have sufficient inventory to meet forecasted demand formay in the next six to nine months, there is no guarantee thatfuture include:

•The temporary closure of our continuity plan will be successful manufacturing facilities and/or thatthose of our inventory will meet forecasted or actual demand. Disruptions may occur for our customers or suppliers that may materially affect our ability to obtainoutside manufacturers;
•Unavailability of supplies orand other components for our products, produceincluding difficulties in obtaining sheet metal and electrical components incorporating semiconductor chips for the manufacture of our UL freezer products, which have largely abated during the year ended December 31, 2023;
•Costs associated with protecting the health of our employees and adhering to any guidance or deliver inventoryorders of various governmental authorities, such masking, testing, and social distancing requirements;
•Risks associated with remote work, including increased cybersecurity risk;
•Widespread staffing shortages;
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•Outbreaks of disease in a timely manner. This would result in lost product revenue, additional costs,our facilities or penalties, or damagethose of our reputation. Similarly, COVID-19 could impact our customers and/or suppliers as a result of a health epidemic or other outbreak occurring in other locationsthird-party service providers, which could reducerequire us or them to temporarily shut down business operations or cause a disruption to, or shortage in, our or their workforce;
•Significant volatility or reductions in demand for our products or their ability to deliver needed supplies for the productionproducts;
•Delays in shipments of our products.

We cannot predict at this timeproducts, which could harm our customer relations and adversely impact our competitive position and sales;

•Restrictions on the fullability of our personnel to access customers;
•Challenges to our capacity to manufacture, sell and support the use of our products; and
•Volatility in credit or financial markets.

The extent to which thepublic health crises, including health epidemics and other outbreaks, such as COVID-19, pandemic will impactimpacts our business or results and financial condition, which will depend on many factors thatfuture developments, which are not known at this time, ashighly uncertain and cannot be predicted, including new information which may emerge concerning the situation is unprecedentedseverity of a particular virus and continuesits variants and the actions to evolve. Thesecontain it or treat its impact, among others. Such impacts of the COVID-19 pandemic include, among others, the extent of harm to public health, including the duration of the pandemic, any potential subsequent waves of COVID-19 infection, the emergence of new variants of COVID-19, some of which may be more transmissible or virulent than the initial strain, and the availability and distribution of effective vaccines and medical treatments, further disruption to the manufacturing of and demand for our products, our ability to effectively manage inventory levels and adjust our production schedules to align with demand, impairments and other charges, the impact of the global business and economic environment on liquidity and the availability of capital, the costs incurred to keep our employees safe while maintaining continued operations, and our ability to effectively motivate and retain the necessary workforce. We are staying in close communication with our manufacturing facilities, employees, customers, and suppliers, and acting to mitigate the impact of this dynamic and evolving situation through a variety of measures, which may not be successful and are subject to the factors described above, many of which are uncertain or outside of our control. Even after the COVID-19 pandemic has subsided, we may continue to experience impacts to our business as a result of its global economic impact.

In addition, we cannot at this time quantify or forecast the potential business impact of any future public health crisis.To the extent the COVID-19 pandemic or other public health crisis adversely affects our business, results of operations or financial condition, many of the other risks described in this “Risk Factors” section may also be heightened.

Natural disasters, geopolitical unrest, war, terrorism, public health issues or other catastrophic events could disrupt the supply, delivery or demand of products, which could negatively affect our operations and performance.

We are subject to the risk of disruption by earthquakes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war, terrorist attacks and other hostile acts, public health issues, epidemics or pandemics and other events beyond our control and the control of the third parties on which we depend. Any of these catastrophic events, whether in the United States or abroad, may have a strong negative impact on the global economy, our employees, facilities, partners, suppliers, distributors or customers, and could decrease demand for our products, create delays and inefficiencies in our supply chain and make it difficult or impossible for us to deliver products to our customers. A catastrophic event that results in the destruction or disruption of our data centers or our critical business or information technology systems would severely affect our ability to conduct normal business operations and, as a result, our operating results would be adversely affected.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.

ITEM 1C.    CYBERSECURITY
We have a thorough process for identifying, assessing, and managing cybersecurity risks within our broader risk management framework. We gather insights from external experts and internal threat intelligence teams for our cybersecurity risk management program. A dedicated team oversees cybersecurity risk management, led by professionals with deep expertise, including our Vice President, Cybersecurity and Information Security Officer. Our executive leadership, supported by our cybersecurity team, oversees our enterprise risk management and regularly considers cybersecurity and other material risks.
Within our cybersecurity risk management system, our incident management team tracks and logs privacy and security incidents across the Company and third-party service providers. Significant incidents undergo review by a cross-functional group, with immediate escalation for potentially material incidents. We consult with outside counsel as needed, with final decisions made by senior management.
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The Audit Committee oversees cybersecurity risks and incidents, ensuring compliance with disclosure requirements and cooperation with law enforcement. Senior management regularly updates the committee on cyber risks and any material incidents.
While our business strategy and financial condition have not been materially affected by cybersecurity risks, we cannot guarantee future immunity. For more details, refer to Item 1A Risk Factors in our Annual Report on Form 10-K.

ITEM 2.

PROPERTIES

ITEM 2.    PROPERTIES
Our material office and manufacturing leases are detailed below:

LocationSquare FeetPrincipal UseLease Expiration

Location

Square Feet

Principal Use

Lease Expiration

Bothell, WA

45,522

32,106

Corporate headquarters, manufacturing, research and development, marketing, and administrative offices

July 2031

Menlo Park, CA

Woodinville, WA		13,578

3,460

WarehouseJanuary 2030
Albuquerque, NM

2,940Research and development and administrative offices

December 2021

April 2027

Albuquerque, NM

Bruce Township, MI		106,998

9,932

Manufacturing, research and development, and administrative offices

December 2021

Month to Month

Bruce Township, MI

Athens, OH		50,000

106,998

Manufacturing, research and development, and administrative offices

Month to Month

March 2028

Nelsonville, OH

24,114WarehouseJune 2024
Columbus, OH1,807Administrative officesJanuary 2025
Indianapolis, IN11,415Manufacturing, research and development, and administrative officesSeptember 2024
United States

12,500

12,500

Biological and pharmaceutical specimen storage

January 2023

2027

United States

26,600

20,000

Biological and pharmaceutical specimen storage

March 2024

United States

16,153

16,153

Biological and pharmaceutical specimen storage

June 2024

United States

16,800

16,800

Biological and pharmaceutical specimen storage

February 2026

United States

26,800

26,800

Biological and pharmaceutical specimen storage

November 2031

Netherlands47,533Biological and pharmaceutical specimen storageMarch 2026

We consider the facilities to be in a condition suitable for their current uses. Because of anticipated growth in the business and due to the increasing requirements of customers or regulatory agencies, we may need to acquire additional space or upgrade and enhance existing space. We believe that adequate facilities will be available upon the conclusion of our leases.

ITEM 3.

LEGAL PROCEEDINGS

ITEM 3.    LEGAL PROCEEDINGS
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Informationinformation for Common Stock

common stock

Our common stock is traded on the NASDAQ CapitalStock Market exchange under the tickertrading symbol “BLFS.”

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Stockholders and Dividends

dividends

As of March 19, 2021,February 22, 2024, there were approximately 169256 holders of record of our common stock. We have never paid cash dividends on our common stock and do not anticipate that any cash dividends will be paid in the foreseeable future. We anticipate that we will retain all earnings, if any, to support our operations. Any future determination as to the payment of dividends will be at the sole discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements and other factors our Board of Directors deems relevant.

See Item 12 for

Performance graph
The following information regarding securities authorized for issuance under our equity compensation plans.

Issuer Repurchases of Equity Securities

Not applicable.

ITEM 6.

SELECTED CONSOLIDATED FINANCIAL DATA

Not applicable.

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-K contains “forward-looking statements”. These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guaranteedeemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A under the Exchange Act, or to the liabilities of future performance and that actual results could differ materially from those contained in the forward-looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about our products, including our newly acquired products, customers, regulatory approvals, the potential utility of and market for our products and services, our ability to implement our business strategy and anticipated business and operations, in particular following the 2020 and 2019 acquisitions, future financial and operational performance, our anticipated future growth strategy, including the acquisition of synergistic cell and gene therapy manufacturing tools and services or technologies, or other companies or technologies, capital requirements, intellectual property, suppliers, joint venture partners, future financial and operating results, the impactSection 18 of the COVID-19 pandemic, plans, objectives, expectationsExchange Act, and intentions, revenues, costs and expenses, interest rates, outcome of contingencies, business strategies, regulatory filings and requirements, the estimated potential size of markets, capital requirements, the terms of any capital financing agreements and other statements that arewill not historical facts. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “plan,” “intend,” or similar expressions in this Form 10-K. We intend that such forward-looking statements be subjectdeemed to the safe harbors created thereby. 

These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed under “Risk Factors,” as well as those discussed elsewhere in the Form 10-K.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K or, in the case of documents referred to orbe incorporated by reference into any filing under the date of those documents.

All subsequent writtenSecurities Act or oral forward-looking statements attributablethe Exchange Act, except to us or any person actingthe extent we specifically incorporate it by reference into such a filing.

The following graph shows the cumulative total stockholder return on our behalf are expressly qualified in their entirety bycommon stock with the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances aftercumulative total return of the dateS&P Small Cap 600 Index and our peer group, assuming an initial investment of this Form 10-K or to reflect$100 on December 31, 2018 and the occurrencereinvestment of unanticipated events, except as may be required under applicable U.S.all dividends.
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Issuer repurchases of equity securities law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Not applicable.
ITEM 6.    RESERVED
Reserved.
ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Company Overview

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We are a life sciences company that develops, manufactures and commercializes innovative technologies used in the manufacture, storage and transportation of biological materials and provides storage solutions for biological and pharmaceutical materials.

We develop, manufacture and marketsupplies bioproduction tools and services to the cell and gene therapy (“CGT”) industry, which are designed to improve quality and de-risk biologic manufacturing, storage, distribution, and delivery.transportation in the cell and gene therapy industry and broader biopharma market. Our products are used in basic and applied research and commercial manufacturing of biologic based therapies by maintainingbiologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, distribution, and patient delivery of cells and tissues.

distribution.


Our current portfolio of bioproduction tools and services includesare comprised of three revenue lines that contain seven main offerings: (i) cell processing (including biopreservation media for the preservation of cells and tissues, human platelet lysate media for the supplementation of cell expansion, cryogenic vials and automated fill machines that provide high-quality, efficient, and precise mixes of solutions), (ii) freezers and thaw systems (including a full line of mechanical ultra-low temperature (“ULT”), isothermal, and liquid nitrogen freezers and accessories, automated thaw devices which provide controlled, consistent thawing of frozen biologics in vials and cryobags, a line ofcryobags), and (iii) Biostorage services (including biological and pharmaceutical storage services and transport, and “smart”, cloud connected devices for transporting biologic payloads at a variety of temperature ranges, a full line of isothermal and liquid nitrogen freezers and accessories for freezing and storage of biologic samples, and biological and pharmaceutical storage.

payloads).

We currently operate as one bioproduction tools and services business with product lines that serve the continuumwhich supports several steps in the biologic drugmaterial manufacturing and delivery process. We have a diversified portfolio of tools and services that focus on the freezingbiopreservation, cell processing, frozen biologic storage products and services, cold-chain transportation, and thawing process of biologic drugs.materials. We have in-house expertise in cryobiology and continue to capitalize on opportunities to maximize the value of our product platform for our extensive customer base through both organic growth innovations and acquisitions.

Astero Bio Corporation Acquisition

On April 1, 2019, BioLife completed the acquisition of all the outstanding shares of Astero (the “Astero Acquisition”). Astero’s ThawSTAR product line is comprised of a family of automated thawing devices for frozen cell and gene therapies packaged in cryovials and cryobags. The products improve the quality of administration of high-value, temperature-sensitive biologic therapies

Subsequent to patients by standardizing the thawing process and reducing the risks of contamination and overheating, which are inherent with the use of traditional water baths.

In connection with the Astero Acquisition, the Company paid a base payment in the amount of $12.5 million consisting of an initial cash payment of $8.0 million at the closing of the transactions contemplated by the Purchase Agreement, subject to adjustment for working capital, net debt and transaction expenses, and a deferred cash payment that was paid into escrow of $4.5 million payable upon the earlier of Astero meeting certain product development milestones or one year after the date of the Closing and earnout payments in calendar years 2019, 2020 and 2021 of up to an aggregate of $3.5 million, which shall be payable upon Astero achieving certain specified revenue targets in each year and a separate earnout payment of $5.0 million for calendar year 2021 which shall be payable upon Astero achieving a cumulative revenue target over the three-year period from 2019 to 2021. In the second quarter of 20202023, we paid $483,000 for the earnout relatedbegan to 2019 revenues. We do not expect to pay any earnout in 2021 related to 2020 revenues.

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The Astero Acquisition was accounted for as a purchase of a business under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification No. (“ASC”) 805, “Business Combinations.” Under the acquisition method of accounting, the acquired assets and liabilities assumed from Astero were recorded as of the acquisition date, at their fair values, and consolidated with BioLife. The fair value of the net tangible assets acquired is approximately $324,000, the fair value of the identifiable intangibles is $4.1 million, and the residual goodwill is $9.5 million. The fair value estimates required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates. BioLife believes these estimates to be reasonable. Actual results may differ from these estimates.

SAVSU Technologies, Inc. Acquisition

On August 7, 2019, the Company consummated the acquisition (the “SAVSU Acquisition”) of the remaining shares of SAVSU Technologies, Inc., a Delaware corporation, pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company, SAVSU and SAVSU Origin LLC, a Delaware limited liability company (“Origin”). Pursuant to the Exchange Agreement, Origin agreed to transfer to the Company and the Company agreed to acquire from Origin 8,616 shares of common stock of SAVSU, representing the remaining 56% of the outstanding shares of SAVSU that the Company did not own, in exchange for 1,100,000 shares of common stock of the Company. On August 8, 2019, the Company completed the SAVSU Acquisition, and SAVSU became a wholly owned subsidiary of the Company.

SAVSU is a leading developer and supplier of next generation cold chain management tools for CGT. The evo® cloud connect platform allows biologic products to be traced and tracked in real time. Our evo platform consists of rentable cloud connected shippers and evo technology tracking software provides real-time information on geolocation, payload temperature, ambient temperature, tilt of shipper, humidity, altitude, and real-time alerts when a shipper has been opened. Our internally developed evo software allows customers to customize alert notifications both in data measurements and user requirements. The evo Dry Vapor Shipper (“DVS”) is specifically marketed to CGT companies. The evo DVS has improved form factor and ergonomics over the traditional dewar, including extended thermal performance, reduced liquid nitrogen recharge time, improved payload extractors and ability to maintain temperature for longer periods on its side. The evo DVS does not require to be shipped in a pallet format, enabling shipping on narrow-bodied aircraft which is not an option for competitors who use palletized shipments. Our integrated system of internal and external packing innovations reduces risk of payload breakage due to shock while in transportation.

The Company paid to Origin 1,100,000 shares of unregistered common stock totaling $19.9 million (based on a share price of $18.12 at the time of acquisition) for the 56% we did not previously own.

The SAVSU Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations.” Under the acquisition method of accounting, the acquired assets and liabilities assumed from SAVSU were recorded as of the acquisition date, at their fair values, and consolidated with BioLife. The fair value of the net tangible assets acquired is $4.2 million, the fair value of the identifiable intangibles is $12.2 million, and the residual goodwill is $19.5 million. The fair value estimates required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates. BioLife believes these estimates to be reasonable. Actual results may differ from these estimates.

Custom Biogenic Systems, Inc. Acquisition

On November 10, 2019, we entered into an Asset Purchase Agreement, by and among the Company, Arctic Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Custom Biogenic Systems, Inc., a Michigan corporation (“CBS Seller”), pursuant to which we agreed to purchase from the CBS Seller substantially all of CBS Seller’s assets, properties and rights (the “CBS Acquisition”). The CBS Seller, a privately held company with operations located near Detroit, Michigan, designs and manufactures liquid nitrogen laboratory freezers and cryogenic equipment and also offers a related cloud-based monitoring system that continuously assesses biologic sample storage conditions and alerts equipment owners if a fault condition occurs. The Acquisition closed on November 12, 2019.

In connection with the CBS Acquisition, we paid to CBS Seller a base payment in the amount of $15.0 million, consisting of a cash payment of $11.0 million paid at the closing of the CBS Acquisition, less a cash holdback escrow of $550,000 to satisfy certain indemnification claims, and an aggregate number of sharesseek divestment of our common stock, with an aggregate fair value equalFreezer Business from our current product portfolio. For additional information regarding our ongoing initiative to $4.0 million, less a holdback escrowdivest the Freezer Business, see “Item 1A. Risk Factors” of shares of Common Stock with an aggregate value equalthis Annual Report for additional details.

Segment reporting
Management views the Company's operations and makes decisions regarding how to $3.0 million to satisfy potential payments related to any product liability claims outstandingallocate resources as of March 13, 2019one reportable segment and potential earnout payments in calendar years 2020, 2021, 2022, 2023one reporting unit.
Critical accounting policies and 2024 of up to an aggregate of, but not exceeding, $15.0 million payable to CBS Seller upon achieving certain specified revenue targets in each year for certain product lines. We do not expect to pay any earnout in 2021 related to 2020 revenues.

The CBS acquisition was accounted for as a purchase of a business under FASB ASC Topic 805, “Business Combinations”. Under the acquisition method of accounting, the acquired assets and liabilities assumed from CBS were recorded as of the acquisition date, at their fair values, and consolidated with BioLife. The fair value of the net tangible assets acquired is $6.0 million, the fair value of the identifiable intangibles is $6.8 million, and the residual goodwill is $3.1 million. The fair value estimates required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates. BioLife believes these estimates to be reasonable. Actual results may differ from these estimates.

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SciSafe Holdings, Inc. Acquisition

On September 18, 2020, BioLife entered into a Stock Purchase Agreement, by and among the Company, SciSafe Holdings, Inc., a Delaware corporation, and the stockholders of SciSafe (collectively, the “SciSafe Sellers”), pursuant to which the Company agreed to purchase from the SciSafe Sellers one hundred percent (100%) of the issued and outstanding capital shares or other equity interests of SciSafe (the “SciSafe Acquisition”). The SciSafe Acquisition closed October 1, 2020.

In connection with the SciSafe Acquisition, the Company issued to the SciSafe Sellers 611,683 shares of common stock valued at $29.29 per share and a cash payment of $15 million, with $1.5 million held in escrow to account for adjustments for net working capital and as a security for, and a source of payment of, the Company’s indemnity rights. Pending the occurrence of certain events, the Company will issue to the SciSafe Sellers an additional 626,000 shares of common stock, which shall be issuable to SciSafe Sellers upon SciSafe achieving certain specified revenue targets in each year from 2021 to 2024.

The SciSafe Acquisition was accounted for as a purchase of a business under FASB ASC Topic 805, “Business Combinations”. The fair value of the contingent consideration is $3.7 million, the fair value of the net tangible assets acquired is $2.8 million, the fair value of the deferred tax liability is $3.3 million, the fair value of the intangible assets acquired is $12.1 million, and the residual goodwill is $24.9 million. The fair value estimates required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates. BioLife believes these estimates to be reasonable. Actual results may differ from these estimates.

Critical Accounting Policies and Estimates

We have identified the policies and estimates below as being critical to our business operations and the understanding of our results of operations. These policies require management’s most difficult, subjective, or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The impact of any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results. Although we believe that our estimates, assumptions, and judgements are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Revenue Recognition

We generaterecognition

To determine revenue from the sale or lease of our products and services, primarily to customersrecognition for contractual arrangements that we determine are within the CGT market. Under ASCscope of Financial Accounting Standards Board (“FASB”) Topic 606, “RevenueRevenue from Contracts with Customers”, we perform the following five steps: (i) identify each contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to our performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the relevant performance obligation. We only apply the five-step model to contracts when it is recognized when,probable that we will collect the consideration we are entitled to in exchange for the goods or as, obligations underservices we transfer to the terms of a contract are satisfied, which occurs when controlcustomer. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is transferred to customers. Revenuesold separately. If the standalone selling price is measured as the amount of considerationnot observable through past transactions, the Company expectsestimates the standalone selling price, taking into account available information such as market conditions and internally approved pricing guidelines related to receivethe performance obligations. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 90 days.
The Company primarily recognizes product revenues, service revenues, and rental revenues. Product revenues are generated from the sale of biopreservation media, ThawSTAR, and freezer products. We recognize product revenue,
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including shipping and handling charges billed to customers, when we transfer control of our products to our customers. Shipping and handling costs are classified as part of cost of product revenue in exchange for transferring productsthe Consolidated Statement of Operations. Service revenues are generated from the storage of biological and pharmaceutical materials. We recognize service revenues over time as services are performed or services to a customer (“transaction price”).ratably over the contract term. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component or variable consideration as of and during the yearyears ended December 31, 2020.

2023, 2022, and 2021.

The Company also generates revenue from the leasing of our property and equipment, operating right-of-use assets, and evo cold chain systems which are typically cloud-connected shippers with enabling cold chain cloud applications, to customers pursuant to service contracts or rental arrangements entered into with the customer. Revenue from the rental of cold chain systemsthese arrangements is not within the scope of FASB ASC Topic 606 as it is within the scope of FASB ASC Topic 842, “Leases”Leases. All customers leasing shippers currently do so under month-to-month rental arrangements. We account for these rental transactions as operating leases and record rental revenue on a straight-line basis over the rental term. These rental arrangements may contain both lease and non-lease components. We have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component as the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

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Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company recognizes product revenue under the terms of each customer agreement upon transfer of control to the customer, which occurs at a point in time.

Inventories

We value biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. All other inventory is valued at cost or, if lower, net realizable value, using the first-in, first-out method. We review our inventory at least quarterly and record a provision for excess and obsolete inventory based on our estimates of expected product revenue volume, production capacity and expiration dates of raw materials, work-in-process and finished products. We write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioproduction finished goods is done to order and tested for quality specifications prior to shipment.

A change in the estimated timing or amount of demand for our products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations.

Assets held for rent

Assets held for rent consists of all evo shippers and related components, in process of being assembled, and evo shippers and accessories complete and ready to be deployed and placed in service upon a customer order. Our customers rent the shippers per a rental agreement, which includes access to the evo.is cloud based tracking and information app. We retain ownership of the evo shippers and the evo tracking software platform. At the end of the rental agreement, the customer returns the shipper to the Company. Once an evo shipper is deployed and placed in service with a customer, we depreciate the cost of the evo shippers and related accessories over an estimated useful life of three years.

Business combinations

Amounts paid for acquisitions are allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and deferred revenue obligations. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statementsConsolidated Statements of comprehensive income.Operations. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made, the extent of royalties to be earned in excess of the defined minimum royalties, etc. Management updates these estimates and the related fair value of contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments. To the extent our estimates change in the future regarding the likelihood of achieving these targets we may need to record material adjustments to our accrued contingent consideration. Changes in the fair value of contingent consideration are recorded in our consolidated statementsConsolidated Statements of operations.Operations. We use the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. We base our assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. We believe the estimated purchased customer relationships, developed technologies, trademark/tradename,trademarks, tradenames, and patents and in process research and development amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets.

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Intangible Assets and Goodwill

Intangible assets

and goodwill

Intangible assets
Intangible assets with a definite life are amortized over their estimated useful lives using the straight-line method and the amortization expense is recorded within intangible asset amortization in the consolidated statementsConsolidated Statements of operations. IntangibleOperations. If the estimate of a definite-lived intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Definite-lived intangible assets and their related estimated useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment
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Indefinite-lived intangibles are carried at the initially recorded fair value less any recognized impairment. Indefinite-lived intangibles are tested annually for impairment. Impairment assessments are conducted more frequently if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2020.

Goodwill

We test goodwill for impairment on an annual basis, and between annual tests if events and circumstances indicate it is more likely than not that the fair value of our goodwill is less than its carrying value. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in the Company’s market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business, and an adverse action or assessment by a regulator. Goodwill is tested for impairment as of December 31stin the fourth quarter of each year, or more frequently as warranted by events or changes in circumstances mentioned above. Accounting guidance also permits an optional qualitative assessment for goodwill to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value. If, after this qualitative assessment, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further quantitative testing would be necessary. A quantitative assessment is performed if the qualitative assessment results in a more likely than not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. The Company operates as one reporting unit as of the goodwill impairment measurement date in the fourth quarter of December 31, 2020. As2023.
Warranty guarantees
Our freezer and thaw and certain cell processing products are warranted to provide assurance that the product will function as expected and to ensure customer confidence in design and overall quality. Warranty coverage on our products is generally provided for specified periods of time and on select products' hours of usage, and generally covers parts, labor, and other expenses for non-maintenance repairs. Warranty coverage generally does not cover operator abuse or improper use.
At the time of sale, we recognize expense and record a resultwarranty accrual by product line for estimated costs in connection with forecasted future warranty claims. Our estimate of the cost of future warranty claims is based primarily on the estimated number of products under warranty, historical average costs incurred to service warranty claims, the trend in the historical ratio of warranty claims for each part covered, and the historical length of time between the sale and resulting warranty claim. If applicable, historical claims experience may be adjusted for known product design improvements or for the impact of unusual product quality issues. We periodically assess the adequacy of our 2020 quantitative assessment,warranty accruals based on changes in our estimates and assumptions and record any necessary adjustments if the cost of actual claim experience differs from our estimate and indicates that adjustments to our warranty accrual are necessary. Factors that could have an impact on actual future claims and our warranty accrual include, but are not limited to, items such as performance of new products; product failure rates; factors impacting product usage, such as changes in sales volumes and shifts in product mix; manufacturing quality and product design issues, including significant manufacturing or design defects not discovered until after the product is delivered to customers; higher or lower than expected service and component part costs to satisfactorily address the repair, and, if applicable, changes to the warranty coverage periods. Additionally, from time to time, we concludedalso establish warranty accruals for our estimate of the costs necessary to settle major rework campaigns on a product-specific basis during the period in which the circumstances giving rise to the major rework campaign become known and when the costs to satisfactorily address the situation are both probable and estimable. The warranty accrual for the cost of a major rework campaign is primarily based on an estimate of the cost to repair each affected unit and the number of affected units expected to be repaired.
We believe that goodwill was not impairedour analysis of historical warranty claim trends and knowledge of potential manufacturing and/or product design improvements or issues provide sufficient information to establish a reasonable estimate for the cost of future warranty claims at the time of sale and our warranty accruals as of the date of our Consolidated Balance Sheets. We believe that our $7.9 million warranty accrual as of December 31, 2020.

2023 is adequate and historically has been adequate; however, due to the inherent uncertainty in the accrual estimation process, including forecasting future warranty claims, costs

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associated with servicing future warranty claims, and unexpected major rework campaigns that may arise in the future, our actual warranty costs incurred may differ from our warranty accrual estimate. An unexpected increase in warranty claims and/or in the costs associated with servicing those claims would result in an increase in our warranty accruals and a decrease in our net earnings.
Contingent Consideration

consideration

We estimate the acquisition date fair value of the acquisition-related contingent consideration using various valuation approaches, including option pricing models and Monte Carlo simulations, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the contingent consideration is remeasured each reporting period, with any change in the value recorded in our consolidated statementsConsolidated Statements of operationsOperations as change in fair value of contingent consideration.

During the year ended December 31, 2023, all contingent consideration liabilities were written off upon assessment of the probability we would achieve certain revenue targets for earnouts. For additional details on the factors considered in the write-off, see Note 3: Fair value measurement within the consolidated financial statements in Part II, Item 8 of this Annual Report.
Stock-based Compensation

compensation

We measure and record compensation expense using the applicable accounting guidance for share-based payments related to stock options, time-based restricted stock, market-based restricted stock awards and performance-based awards granted to our directors and employees. The fair value of stock options is determined by using the Black-Scholes option-pricing model. The fair value of market-based restricted stock awards is estimated at the date of grant using the Monte Carlo Simulation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporatemodel incorporates assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. In valuing our stock options and market-based stock awards, significant judgment is required in determining the expected volatility of our common stock. Expected volatility for stock options is based on the historical and implied volatility of our own common stock while the volatility for our market-based restricted stock awards is based on the historical volatility of our own stock and the stock of companies within our defined peer group. Further, our expected volatility may change in the future, which could substantially change the grant-date fair value of future awards and, ultimately, the expense we record. The fair value of restricted stock, including performance awards, without a market condition is estimated using the current market price of our common stock on the date of grant.

We expense stock-based compensation for stock options, restricted stock awards, and performance awards over the requisite service period. For awards with only a service condition, we expense stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we expense over the vesting period regardless of the value that the award recipients will ultimately receive.

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Provision for Income Taxes

We maintain a full valuation allowance on our net deferred tax assets. income taxes

The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. In its evaluation, the Company considered its cumulative loss and its forecasted losses in the near-term as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, “AccountingAccounting for Income Taxes”Taxes, the Company determined that the negative evidence outweighed the positive evidence andCompany’s recorded deferred tax liabilities as of December 31, 2023 would be a sufficient source of taxable income to realize all of its deferred tax assets except for a portion of its net operating loss carryforwards. As a result, a full valuation allowance on its deferred tax assets will be maintained.was recorded as of December 31, 2023. The Company will continue to assess the realizability of its assets going forward and will adjust the valuation allowance as needed.

The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available.

The Company applies judgment in the determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2020,2023, the Company has an unrecordedunrecognized tax benefit of $96,000$2.2 million related to tax attributes being carried forward. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available.

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As of December 31, 2020,2023, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $56.6$151.9 million, which is available to reduce future taxable income. Approximately $32.3$39.2 million of NOL will expire from 20212024 through 2036,2037, and approximately $24.3$112.7 million of NOL will be carried forward indefinitely. The NOL carryforwards may becomeare subject to an annual limitation in the event of certain cumulative changes in the ownership interest. This could limitlimits the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Subsequent ownership changes may further affect the limitation in future years.

Recent Accounting Standards Update

accounting standards update

See Note 1: “Organization and Significant Accounting Policies significant accounting policies – Recent Accounting Pronouncements recent accounting pronouncements,” to our within the consolidated financial statements includedin Part II, Item 8 of this Annual Report for more information.
Discussions of 2021 results and year-to-year comparisons between 2022 and 2021 that are omitted in this report for more information.

Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023.

Results of operations
The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statementsConsolidated Financial Statements and the related footnotes thereto.

Revenue

Acquisitions that occurred in 2020 and 2019 resulted in increased revenue diversification compared to prior years, in which nearly all revenue was derived from our biopreservation media product line. Our revenues in 2020 and late 2019 were more diversified, both in terms of product and customer concentration, a trend we expect to continue to see in future years. In addition, we realized quarterly fluctuations based on large customer ordering patterns. This trend is expected to continue in 2021.

Revenue for years ended December 31, 2020,2023, 2022, and 20192021 were comprised of the following:

  

Year Ended December 31,

 

(In thousands)

 

2020⁽¹⁾

  

2019⁽²⁾

 

Biopreservation media

 $30,946  $23,358 

Automated thawing

  1,709   1,184 

Cold chain management

  46   165 

Freezers and accessories

  11,839   2,137 

Total product revenue

  44,540   26,844 
         

Cold chain management

  1,795   527 

Total rental revenue

  1,795   527 
         

Biological and pharmaceutical storage

  1,752   - 

Total storage revenue

  1,752   - 
         

Total revenue

 $48,087  $27,371 

(1)

2020 revenue includes service revenue related to SciSafe from October 1, 2020 through December 31, 2020.

(2)

2019 revenue includes automated thawing revenue related to Astero from April 1, 2019 through December 31, 2019; cold chain management revenue related to SAVSU from August 8, 2019 through December 31, 2019; and freezer and accessory revenue related to CBS from November 12, 2019 through December 31, 2019.

For 2020,

Year Ended December 31,2023 vs. 20222022 vs. 2021
(In thousands, except percentages)202320222021⁽¹⁾$ Change% Change$ Change% Change
Product revenue
Freezer and thaw$50,622 $66,682 $56,620 $(16,060)(24 %)$10,062 18 %
Cell processing65,772 68,509 44,965 (2,737)(4 %)23,544 52 %
Biostorage services1,301 809 328 492 61 %481 147 %
Service revenue
Freezer and thaw1,024 74 — 950 1284 %74 — %
Biostorage services16,527 15,234 9,817 1,293 8 %5,417 55 %
Rental revenue
Biostorage services8,025 10,451 7,426 (2,426)(23 %)3,025 41 %
Total revenue$143,271 $161,759 $119,156 $(18,488)(11 %)$42,603 36 %
(1)2021 revenue increasedincludes product revenue related to Global Cooling from May 3, 2021 through December 31, 2021 and product revenue related to Sexton from September 1, 2021 through December 31, 2021.
Total Revenue decline in the year ended December 31, 2023, as compared to the year ended December 31, 2022, was driven primarily by $20.7 million, or 76%, compared with 2019.reduced purchases of ultra-low temperature and LN2 freezers. The increase isCompany has seen a decrease in customer purchases of these products as customers have reacted to preserve cash and abstain from acquiring inventory due to an increaseincreased interest rates across the broader CGT market. Customers also reevaluated safety stock levels in the year ended December 31, 2023 for cell processing products, causing revenue levels to fall approximately 4% from the year ended December 31, 2022.
Revenue concentrations with one customer decreased to 16% in the year ended December 31, 2023 from 18% from the same customer in the year ended December 31, 2022. This concentration remained relatively consistent despite significant changes in product revenue from our biopreservation media products along withmix, as the SciSafe acquisition and operating three businesses acquiredcustomer's reduction in 2019demand for a full year. Product revenuecapital purchases was less pronounced than others in 2023.
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Table of our biopreservation media products in 2020 increased $7.6 million, or 32% compared with 2019. Our biopreservation media products continued to be adopted by customers in the CGT market and we realized a higher selling price per liter in 2020 compared to 2019. Service revenues generated by SciSafe post-acquisition amounted to $1.8 million. Product and rental revenues from the automated thawing, cold chain management, and freezers and accessories product lines in 2020 increased $11.4 million, or 284% compared with 2019. Contents
Revenue is impacted by the relatively high degree of customer concentration, the timing of orders, the development efforts of our customers or end-users and regulatory approvals for biologics that incorporate our products, which may result in significant quarterly fluctuations. Such quarterly fluctuations are expected, but they may not be predictive of future revenue or otherwise indicative of a trend.

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Costs and Operating Expenses

operating expenses

Total costs and operating expenses for years ended December 31, 20202023, 2022, and 20192021 were comprised of the following:

  

Year Ended December 31,

         

(In thousands, except percentages)

 

2020

  

2019

  

$ Change

  

% Change

 

Cost of product, rental, and service revenue

 $20,646  $8,760  $11,886   136

%

Research and development

  6,720   3,168   3,552   112

%

Sales and marketing

  6,413   4,701   1,712   36

%

General and administrative

  14,607   8,893   5,714   64

%

Intangible asset amortization

  3,033   1,079   1,954   181

%

Acquisition costs

  668   940   (272)  (29

)%

Change in fair value of contingent consideration

  1,575   50   1,525   3,050

%

Total operating expenses

 $53,662  $27,591  $26,071   94

%

Year Ended December 31,2023 vs. 20222022 vs. 2021
(In thousands, except percentages)202320222021$ Change% Change$ Change% Change
Cost of product, rental, and service revenue$96,519 $107,937 $82,108 $(11,418)(11 %)$25,829 31 %
General and administrative55,725 47,670 33,668 8,055 17 %14,002 42 %
Sales and marketing24,583 21,570 14,006 3,013 14 %7,564 54 %
Research and development18,796 14,798 11,821 3,998 27 %2,977 25 %
Asset impairment charges15,485 110,364 — (94,879)(86 %)110,364 - %
Intangible asset amortization5,181 9,697 8,202 (4,516)(47 %)1,495 18 %
Acquisition costs— 18 1,636 (18)(100)%(1,618)(99 %)
Change in fair value of contingent consideration(2,193)(4,754)2,875 2,561 (54)%(7,629)(265 %)
Total operating expenses$214,096 $307,300 $154,316 $(93,204)(30 %)$152,984 99 %
Cost of Product, Rental,product, rental, and Service Revenue

service revenue

In 2020,the year ended December 31, 2023, cost of product, rental, and service revenue increased $11.9decreased $11.4 million, or 136% when11%, from the year ended December 31, 2022. This decrease was primarily driven by decreased sales compared to 2019, due primarily to increased revenues as a result of increases in product revenue of our biopreservation media products, our SciSafe acquisition, and operation of the three businesses acquired in 2019 for a fullprior year. The product lines that we acquired in 2020 and 2019 have a higher cost of product, rental, and service revenue than our biopreservation media products. We expect the cost of product, rental, and service revenue to fluctuate in future quarters based on production volumes and product mix, and the full year impact of our acquisition of SciSafe.

mix.

Cost of product, rental, and service revenue as a percentage of revenue was 43%,69% and 32%70% for 2020the years ended December 31, 2023 and 2019,2022, respectively. Cost of product, rental, and service revenue in 2020the years ended December 31, 2023 and 20192022 includes $411,000zero and $289,000,$251,000, respectively, in inventory step-up related amortizationexpense recorded in the purchase accounting of our AsteroGlobal Cooling, CBS, and CBSAsteroBio Corporation (“Astero”) acquisitions.
General and administrative expenses
During the years ended December 31, 2023, 2022, and 2021, general and administrative (“G&A”) expense consisted primarily of personnel-related expenses, stock-based compensation, professional fees, such as accounting and consulting fees, and corporate insurance.
In the year ended December 31, 2023, G&A expenses increased by $8.1 million, or 17%, compared with the year ended December 31, 2022. Of this increase, $3.7 million, or 31%, was driven by increased consulting fees related to our strategic transaction on the Freezer Business. The remaining costs primarily relate to an increase of $1.4 million in severance related to the departure of the former CEO and other staff in addition to a reduction in headcount that occurred in the quarter ended September 30, 2023.
Sales and marketing expenses
During the years ended December 31, 2023, 2022, and 2021, sales and marketing expense (“S&M”) consisted primarily of personnel-related costs, stock based compensation, consulting, advertising, and travel expenses.
S&M expense increased $3.0 million in the year ended December 31, 2023, or 14%, compared with the year ended December 31, 2022. The increase in costis primarily due to $2.0 million of product, rental,increased stock compensation and service revenue as a percentage$0.7 million of revenue is a resultincreased advertising.
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Table of the higher costs of product, rental, and service revenue as a percentage of revenue for the product lines acquired in 2020 and 2019 through the Astero, SAVSU, CBS, and SciSafe acquisitions. Incremental costs of product, rental, and service revenue contributed by the automated thawing, cold chain management, freezer and accessories, and biological and pharmaceutical storage product lines in 2020 were $258,000, $961,000, $7.2 million, and $1.2 million, respectively.

Contents

Research and Development Expenses

development expenses

During 2020the years ended December 31, 2023, 2022, and 20192021, research and development (“R&D”) expense consisted primarily of personnel-related costs, consulting, research supplies, and external product development services.

milestone expenses related to third party research agreements.

R&D expense increased $3.6$4.0 million in 2020,the year ended December 31, 2023, or 112%27%, compared with 2019.the year ended December 31, 2022. The increase is primarily due to operation$2.5 million of increased stock-based compensation expenses and $1.0 million of scrapped research materials related to an adjustment in the design of a future freezer product release that rendered certain components obsolete.
Asset impairment charges
Asset impairment charges in the year ended December 31, 2023 consist of the three businesses acquiredimpairment incurred of $15.5 million during the quarter ended September 30, 2023. Asset impairment charges in 2019 for a fullthe year increased consulting and development costs in 2020 related to our acquired products, and stock compensation expense.

We expect our R&D expense to increase as we continue to expand, develop and refine the product lines we acquired in 2020 and 2019.

Sales and Marketing Expenses

Sales and marketing expense (“S&M”) consisted primarily of personnel-related costs, stock compensation expense, trade shows, sales commissions and advertising.

In 2020, S&M expense increased $1.7 million, or 36%, compared with 2019. The increase reflects the S&M costs we absorbed related to our acquisitions, stock compensation expense and an increase in personnel-related costs.

We expect S&M expense to increase, as we expand our direct selling efforts to support the broader product line offerings resulting from our 2020 and 2019 acquisitions.

General and Administrative Expenses

General and administrative (“G&A”) expense consists primarily of personnel-related expenses, non-cash stock-based compensation for administrative personnel and membersended December 31, 2022 consist of the boardimpairments incurred of directors, professional fees, such as accounting$69.9 million and legal,$40.5 million during the quarter ended June 30, 2022 and corporate insurance.

In 2020, G&A expenses increased by $5.7 million, or 64%, compared with 2019. The increase reflectsimpairment assessment date of October 1, 2022, respectively. These impairment charges impacted both definite and indefinite-lived intangible assets acquired during the assumptionacquisition of G&A expenses relatedGlobal Cooling and Custom Biogenic Systems. See Note 2: Impairment of property and equipment and definite-lived intangible assets within the consolidated financial statements in Part II, Item 8 of this Annual Report for more information on the events and assessment leading to our 2020these non-cash impairment charges during the years ended December 31, 2023 and 2019 acquisitions, and the continued buildout of our administrative infrastructure, primarily through increased headcount and information technology expenditures, to support expected future growth and stock compensation expense.

We expect G&A expense to increase reflecting the infrastructure and costs related to supporting the larger expected enterprise created as a result of our 2020 and 2019 acquisitions.

2022.
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Intangible asset amortization expense

Amortization expense consists of charges related to the amortization of intangible assets associated with the acquisitions Astero,of Global Cooling, Custom Biogenic Systems (“CBS”), SciSafe, Sexton, SAVSU CBS,Technologies, Inc. (“SAVSU”), and SciSafeAstero in which we acquired definite-lived intangible assets.

Acquisition costs

Acquisition costs consist of legal, accounting, third-party valuations, and other due diligence costs related to our Astero, SAVSU, CBS,Global Cooling and SciSafeSexton acquisitions.

Change in fair value of contingent consideration

Change in fair value of contingent consideration consists of changes in estimated fair value of our potential earnouts related to our Astero, CBS,SciSafe and SciSafeCustom Biogenic Systems acquisitions.

The benefit recognized in the year ended December 31, 2023 relates primarily to changes in our estimated probability of achieving earnout targets set forth within the purchase agreements.

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Other Incomeincome and Expenses

expenses

Total other income and expenses for the years ended December 31, 20202023, 2022, and 20192021 were comprised of the following:

  

Year Ended December 31,

         

(In thousands, except percentages)

 

2020

  

2019

  

$ Change

  

% Change

 

Change in fair value of warrant liability

 $3,601  $(12,835) $16,436   (128

)%

Change in fair value of investments

  1,319   -   1,319   -

%

Interest income, net

  58   501   (443)  (88

)%

Other expense

  -   (13)  13   (100

)%

Loss from equity-method investment in SAVSU

  -   (739)  739   (100

)%

Gain on acquisition of SAVSU

  -   10,108   (10,108)  (100

)%

Total other income (expenses)

 $4,978  $(2,978) $7,956   (267

)%

Year Ended December 31,2023 vs. 20222022 vs. 2021
(In thousands, except percentages)202320222021$ Change% Change$ Change% Change
Change in fair value of warrant liability$— $— $(121)$— — %$121 (100)%
Change in fair value of investments— 697 — (697)(100 %)697 — %
Interest expense, net(1,812)(687)(485)(1,125)164 %(202)42 %
Other income1,264 704 289 560 80 %415 144 %
Gain on settlement of Global Cooling escrow5,115 — — 5,115 — %— — %
Gain on acquisition of Sexton Biotechnologies, Inc.— — 6,451 — — %(6,451)(100 %)
Total other income, net$4,567 $714 $6,134 $3,853 540 %$(5,420)(88 %)
Change in fair value of warrant liability.
Reflects the changes in fair value associated with the periodic “mark to market”“mark-to-market” valuation of certain warrants that were issued in 2014. See Note 1: “Organization and Significant Accounting Policies” of our accompanying consolidated financial statements “Certainsignificant accounting policies, “Certain Warrants which have Features that may Result in Cash Settlement” within the consolidated financial statements in Part II, Item 8 of this Annual Report for more information.

Change in fair value of investments.
Reflects the fair value adjustments to our investment in iVexSol convertible debt prior to it’s conversion to Series A-1 Preferred Stock. The fair value was determined by expected term of the instrument, the underlying credit worthiness of iVexSol and the valuation of various embedded featuresiVexSol.
Interest expense, net.
Interest expense incurred in the note, whichyear ended December 31, 2023 related primarily to the loan obtained in September 2022 and two loans that were based on future financingsassumed in the acquisition of iVexSol. The expected term range of our estimate was 1 to 5 years, with projected weighting over this term.

Interest Income, net.Global Cooling. We also earn interest on cash held in our money market account. Despite having a higher average cash balanceIncreases in interest expenses during the year ended December 31, 2023 can also be attributed primarily to interest incurred on the Term Loan (as defined under Note 13: Long-term debt within the consolidated financial statements in Part II, Item 8 of this Annual Report) drawn in the quarter ended September 30, 2022.

Gain on settlement of Global Cooling escrow.
Reflects the non-cash gain associated with our post-closing adjustments for indemnifications and negotiated terms in connection with our acquisition of Global Cooling, and subsequent release and cancellation of these shares of our common stock from the third-party escrow account established in connection with that transaction. For additional information, see Note 12 within the consolidated financial statements in Part II, Item 8 of this Annual Report.
Gain on acquisition of Sexton Biotechnologies, Inc.
Reflects the non-cash gain associated with our investment in Sexton due to the step-acquisition of the remaining shares of Sexton and subsequent consolidation of Sexton in our financial statements.
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Income Tax (Expense) Benefit
Income tax benefit for the years ended December 31, 2023, 2022, and 2021 was as follows:
Year Ended December 31,2023 vs. 20222022 vs. 2021
(In thousands, except percentages)202320222021$ Change% Change$ Change% Change
Income tax (expense) benefit$(169)$5,022 $20,118 $(5,191)(103)%$(15,096)(75 %)
Effective tax rate— %4 %69 %
The income tax benefit recognized in the year ended December 31, 2020 as compared2023 primarily related to 2019, yieldslosses generated in 2023. Our effective tax rate for 2023 was lower than the U.S. statutory rate of 21% primarily due to the change in our money market account dropped steeply between February and March due to reduced interest rates set by the United States Federal Reserve, causing interestvaluation allowance.
The income to be significantly lowertax benefit recognized in the year ended December 31, 2020 compared2022 primarily related to 2019.

Losslosses generated in 2022. Our effective tax rate for 2022 was lower than the U.S. statutory rate of 21% primarily due to our valuation allowance.

Liquidity and capital resources
We believe our cash, cash equivalents, restricted cash, cash generated from operations, available-for-sale securities, and credit lines will satisfy, for at least the next twelve months from the date of this filing, our liquidity requirements, both globally and domestically, including the following: working capital needs, capital expenditures, ongoing initiative for divestiture of the Freezer Business, contractual obligations, commitments, principal and interest payments on equity method investment. The non-cash lossdebt, and other liquidity requirements associated with our proportionate share of the net loss in our investment in SAVSU prior to our acquisition of the remaining shares of SAVSU and subsequent consolidation of SAVSU in our financial statements.

Gain on acquisition of SAVSU. The non-cash gain associated with our equity investment in SAVSU due to the acquisition of the remaining shares of SAVSU and subsequent consolidation of SAVSU in our financial statements.

operations.
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Liquidity and Capital Resources

On December 31, 2020,2023, we had $90.4$52.3 million in cash, cash equivalents, and available-for-sale securities, compared to $64.1 million as of December 31, 2022, as follows:

Year Ended December 31,2023 vs. 2022
(In thousands, except percentages)20232022$ Change% Change
Cash and cash equivalents$35,407 $19,442 $15,965 82 %
Restricted cash31 31 — — %
Available-for-sale securities16,836 44,592 (27,756)(62)%
Maturities in less than one year16,288 43,260 (26,972)(62)%
Maturities in greater than one year548 1,332 $(784)(59)%
Total cash, cash equivalents, and available-for-sale securities$52,274 $64,065 $(11,791)(18)%
The increase in cash and cash equivalents compared to $6.4of $16.0 million atas of December 31, 2019. The increase in cash2023 is primarily due to the sale and maturity of our available for sale securities of $27.8 million, change in accounts receivable of $15.4 million, and proceeds from financing activities of $10.6 million. These increases were partially impacted by $14.0 million in net loss after non-cash adjustments, use of cash in accounts payable and inventory of $17.0 million, and acquisition of property and equipment and assets held for rent of $11.2 million.
Our available-for-sale securities consist of U.S. government securities, corporate debt securities, and other debt securities. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date. The decrease in available-for-sale securities of $27.8 million resulted from the maturity of $52.7 million of available-for-sale securities during the year, offset by purchases of similar instruments of $27.1 million.
On October 19, 2023, we entered into a Securities Purchase Agreement with Casdin Partners Master Fund, L.P. ("Casdin") whereby the Company sellingsold, and Casdin purchased, 927,165 shares of common stock in both May and July of 2020. These increases were reduced by cash payments made for the acquisition of SciSafe. Details regarding these events can be found in the following paragraphs.

On May 22, 2020, the Company closed on a share purchase agreement with Casdin Capital LLC, a current stockholder of the Company pursuantat a share price of $11.19 per share for an aggregate purchase price of $10.4 million.

On September 20, 2022, the Company, and certain of its subsidiaries, entered into a term loan agreement, which provided for up to which Casdin invested $20.0$60 million in aggregate principal to be drawn with $30 million being available upon closing and an additional
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$30 million available in three separate tranches, subject to the Company meeting revenue milestones by a certain date or at $10.50 per share.

On July 7, 2020,the discretion of the lender by a certain date. The Company borrowed $20 million upon closing. As of December 31, 2023, the Company closed its public offeringhad not drawn additional funding outlined within the Loan Agreement. For additional information on terms, see Note 13: Long-term debt within the consolidated financial statements in Part II, Item 8 of 5,951,250 shares of common stock atthis Annual Report.

Cash flows
Year Ended December 31,2023 vs. 2022
(In thousands, except percentages)20232022$ Change% Change
Operating activities$(12,498)$(8,488)$(4,010)(47 %)
Investing activities17,837 (58,117)75,954 131 %
Financing activities10,591 16,316 (5,725)(35)%
Net increase (decrease) in cash and cash equivalents$15,930 $(50,289)$66,219 132 %
Operating activities
In the public offering price of $14.50 per share, which includes the shares purchased pursuant to the exercise in full of the underwriters' option to purchase up to an additional 776,250 shares of its common stock. The net proceeds from the public offering to BioLife, after deducting underwriting discounts and commissions and estimated underwriter offering expenses of $6.1 million, were approximately $80.2 million.

On October 1, 2020, we acquired SciSafe for $15.0 million in cash, 611,683 shares of common stock, and up to 626,000 additional shares of common stock as contingent consideration (which payment requirement has not been triggered or otherwise paid to date).

Cash Flows

  

Year Ended December 31,

     

(In thousands)

 

2020

  

2019

  

$ Change

 

Operating activities

 $6,645  $1,213  $5,432 

Investing activities

  (24,715)  (27,018)  2,303 

Financing activities

  102,078   1,596   100,482 

Net increase (decrease) in cash and cash equivalents

 $84,008  $(24,209) $108,217 

Operating Activities

In 2020,year ended December 31, 2023, our operating activities providedused cash of $6.6$12.5 million reflecting net incomeloss of $2.7$66.4 million and non-cash charges totaling $5.8$53.9 million primarily related to stock-based compensation, impairment of assets, depreciation, amortization, changes in the fair value of investments, changes in fair value of contingent consideration, income tax benefit related to the acquisitiongain on settlement of SciSafe, changeGlobal Cooling escrow, and non-cash lease charges. Significant changes in the fair valueoperating assets and liabilities include a decrease of the warrant liability, and stock-based compensation charges. An increase in accounts receivable used $1.8of $15.3 million, of cash and was primarily driven by the 76% year-to-date increase in revenues and an increase in inventory used $629,000 to support future revenue. These cash items used for operating activities were offset by cash items provided by operating activities that included an increaseof $8.6 million, and a decrease in accrued liabilitiesaccounts payable of $780,000. The remaining cash used in operating activities resulted from unfavorable changes in various other working capital accounts.

$8.4 million.

In 2019,the year ended December 31, 2022, our operating activities providedused cash of $1.2$8.5 million reflecting a net loss of $1.7$139.8 million and non-cash charges totaling $7.3$146.2 million primarily related to impairment of intangible assets, depreciation, amortization, gain on acquisition of SAVSU, changes in fair value of contingent consideration, deferred income tax benefit, related to the acquisition of SAVSU, fair value change in warrant liabilitystock-based compensation, and stock-based compensationnon-cash lease charges. An increase in accounts receivable used $290,000accrued expenses and current liabilities of cash and$5.7 million was primarily driven by the 39% year-to-datea $3.7 million non-income tax liability estimated for sales taxes owed and approximately $1.8 million increase in revenues and anaccrued compensation for increased headcount compared to the prior year. The increase in inventory used $3.7 million to support future revenue. These cash items used for operating activities wereaccrued expenses and current liabilities was offset by cash items provided by operating activities that included an increasea $6.9 million reduction in warranty liability and $1.6 million reduction in accounts payable of $768,000. The remaining cash used in operatingpayable.
Investing activities resulted from unfavorable changes in various other working capital accounts.

Investing Activities

Our investing activities used $24.7generated $17.8 million of cash during 2020.in the year ended December 31, 2023. We used $15.0had $29.1 million in cash for the SciSafe acquisition. We also invested $1.0 millionnet proceeds of available-for-sale securities to fund capital projects and $995,000 in our strategic investments in iVexSol and PanTHERA, respectively.operations. Capital expenditures deposits on future capital expenditures,and purchases of assets held for rent to maintain and deposits made onexpand the Company's operations used $11.2 million.
Our investing activities used $58.1 million of cash in the year ended December 31, 2022. We invested $44.6 million in available-for-sale securities in addition to continued investment in capital expenditures and purchases of assets held for rent, used $7.8 million as we continue to invest in our manufacturing and storage facilities.

Our investingusing an additional $13.9 million.

Financing activities used $27.0 million of cash during 2019. We used $12.4 million, gained $1.3 million, and used $11.0 million in cash for
In the Astero, SAVSU, and CBS acquisitions, respectively. We also invested $1.0 million and $1.5 million in our strategic investments in iVexSol and Sexton Bio, respectively. Capital expenditures used $2.3 million in our manufacturing facilities and to increase SAVSU’s assets held for rent.

year ended December 31,
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Financing Activities

In 2020, 2023, cash provided by financing activities was $102.1$10.6 million. We received $100.3 million from the sale of common shares and $1.5 million from the proceeds of warrant and stock option exercises. We used $483,000 for contingent consideration related to the Astero acquisition.

In 2019,The increase in cash provided by financing activities of $1.6 million of cash included $1.8 million fromcompared to the proceeds of warrant and stock option exercises.

Impacts of COVID-19

In March 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. During 2020, we believe our quarterly revenues were affected by COVID-19. During the first quarter, our biopreservation media product lines benefitedprior year is primarily due to what we believea private placement of $10.4 million and proceeds from financed insurance premiums of $2.6 million, offset by payments on financed insurance premiums of $2.4 million.

In the year ended December 31, 2022, cash provided by financing activities was safety stock purchasing$16.3 million. The increase in cash provided by our customersfinancing activities compared to the prior year is primarily due to COVID-19. Indrawing $20 million on a term loan obtained on September 20, 2022, offset by payments on outstanding debt of $1.7 million and payments on financed insurance premiums of $1.4 million.
Contractual obligations
Our cash flows from operations are dependent on a number of factors, including fluctuations in our operating results, accounts receivable collections, inventory management, and the secondtiming of tax and third quarters,other payments. As a result, the impact
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of contractual obligations on our liquidity and capital resources in future periods should be analyzed in conjunction with such factors. Despite these uncertainties, we believe that revenues were negatively impacted by a reductionour balances of cash, cash equivalents, available-for-sale securities, and restricted cash in clinical trial progression and temporary halts. We then noticed an increase of purchasing in biopreservation mediaaddition to our cash flows from operations are adequate to meet our liquidity requirements in the fourth quarternext 12 months.
The following summarizes certain of our contractual obligations as clinical trialsof December 31, 2023 and the effect such obligations are expected to have on our cash flows in the next fiscal year:
Long-term debt, including interest
These amounts represent expected cash payments, including principal and interest. Debt obligations are described in Note 13 of the Consolidated Financial statements in Part II, Item 8 of this Annual Report. As of December 31, 2023, our total obligations were $25.2 million, of which $6.8 million was short-term.
Lease obligations
We have various operating and financing lease agreements for office space, warehouses, manufacturing, research lab activity resumed with reduced restrictions. Our biologicalequipment, machinery, and pharmaceuticalproduction locations as well as vehicles and other equipment. Lease obligations are described in Note 6 of the Consolidated Financial statements in Part II, Item 8 of this Annual Report. As of December 31, 2023, our total obligations were $17.5 million, of which $3.2 million was short-term.
Purchase obligations
Purchase obligations are defined as agreements to purchase goods or services businessthat are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions. As of December 31, 2023, our total obligations were $13.9 million, of which $13.7 million was short-term.
Sales Tax

We are in the process of evaluating a state sales tax liability analysis for states in which we have economic nexus, and collecting exemption documentation from our customers. It is probable that we acquiredwill be subject to sales tax liabilities plus interest and penalties relating to historical activity in certain states. We have estimated a contingent liability for sales tax which is recorded in the fourth quarter was in-line with expectationsConsolidated Balance Sheet. The liability includes significant judgments and estimates that may change in the future, and the liability may exceed our current estimate. We may be subject to examination by the relevant state tax authorities and we expect increased demand for biological material storage with the reduction of COVID-19 restrictions. Our 2020 revenue was negatively affected for our automated thawing devices, cloud connected “smart” shipping containers, and freezer and storage technology lines of business by the COVID-19 pandemic due to restrictions on in-person selling, customer budget cuts for capital equipment and lack of personnel at our customer sites to receive capital equipment. We have tried and, to date, have been successful in mitigating any supply chain problems. However, we cannot be assuredcan provide no assurances that a continued or prolonged global pandemicoutcomes from these examinations will not have a negative impactsignificant effect on our manufacturingoperating results, financial condition, and shipping processes or our product costs. The extent to which the COVID-19 pandemic affects our future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including the recurrence, severity and/or duration of the ongoing pandemic, and current or future domestic and international actions to contain and treat COVID-19.

We are following public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions and the promotion of social distancing and work-from-home arrangements. We are taking a variety of measures to ensure the availability and functioning of our critical infrastructure, to promote the safety and security of our employees and to support the communities in which we operate. These measures include increasing our raw materials, manufacturing safe stock inventory for our biopreservation media and expanding availability of our biological and pharmaceutical storage, requiring remote working arrangements for employees who are not integral to physically making and shipping our products or who do not need specialized equipment to perform their work, restricting on-site visits by non-employees and implementing social distancing protocols and investing in personal protective equipment. Beginning April 2, 2020 face masks were required to be worn by all employees and contractors at all sites. Effective May 11, 2020, temperature screening was required upon entering our facilities where mandated by state law. Starting on May 11, 2020, our employees were required to complete daily COVID-19 exposure and symptom questionnaires where mandated, with the requirement rolling out companywide on October 13, 2020 for all locations.

Off-Balance Sheet Arrangements

We do not have any special purpose entities or off-balance sheet financing arrangements.

cash flows.

Capital Requirements

requirements

Our future capital requirements will depend on many factors, including the following:

●

the expansion of our cell and gene therapy tools and services business;

●

the ability to sustain product revenue and profits of our cell and gene therapy products and services;

●

The degree to which we implement additional automated production equipment throughout our facilities;

●

our ability to acquire additional cell and gene therapy products and services;

●

the scope of and progress made in our research and development activities; and

●

the success of any proposed financing efforts.

•the expansion of our cell and gene therapy tools and services business
•the ability to sustain product revenue and profits of our cell and gene therapy products and services;
•The degree to which we implement additional automated production equipment throughout our facilities;
•our ability to acquire additional cell and gene therapy products and services;
•the scope of and progress made in our research and development activities; and
•the success of any proposed financing efforts.
Absent acquisitions of additional products, product candidates, or intellectual property, we believe our current cash, cash equivalents, and available-for-sale securities balances, in addition to our cash flows from operations, are adequate to meet our cash needs for at least the next 12 months.months as of the date of this filing. We expect operating expenses in the year ending December 31, 20212024 to increasedecrease as we continue to expandseek opportunities for the divestiture of our CGT tools business.freezer product lines from our current product portfolio. We expect to incur continued spending related to the development and expansion of our other existing product lines and expansion of our commercial capabilities for the foreseeable future. Our future capital requirements may include, but are not limited to, purchases of property plant and equipment, the acquisition of additional cell and gene therapy products and technologies, to complement our existing manufacturing capabilities, and continued investment in our intellectual property portfolio.

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We actively evaluate various strategic transactions on an ongoing basis, including acquiring complementary products, technologies or businesses that would complement our existing portfolio. We continue to seek to acquire such potential assets that may offer us the best opportunity to create value for our shareholders. In order to acquire such assets, we may need to seek additional financing to fund these investments. If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, including because of any such acquisition-related financing needs or lower demand for our products, we may seek to sell common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding, or seek other debt funding. The sale of equity and convertible debt securities may result in dilution to our stockholders, and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. We may require additional capital beyond our currently anticipated amounts. Additional capital may not be available on reasonable terms, if at all.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

Sexton Biotechnologies, Inc. acquisition
On August 9, 2021, BioLife entered into an Agreement and Plan of Merger (the “Sexton Merger Agreement”) with BLFS Merger Sub, Inc., a Delaware corporation (“Sexton Merger Sub”), Fortis Advisors LLC, in its capacity as the representative of the stockholders of Sexton (the “Sexton Seller Representative”) and Sexton Biotechnologies, Inc., a Delaware corporation.
On September 1, 2021, the Company completed the merger of Sexton Merger Sub with and into Sexton and Sexton became a wholly owned subsidiary of the Company (the “Sexton Merger”). As consideration for the Sexton Merger (the “Sexton Merger Consideration”), holders of common stock, preferred stock and options of Sexton, other than the Company (collectively, the “Sexton Participating Holders”), were entitled to receive an aggregate of 530,502 newly issued shares of the Company’s common stock, subject to certain post-closing adjustments, of which 477,452 shares of Common Stock were issued to the Sexton Participating Holders at the Closing, and 53,050 shares of Common Stock, or approximately 10% of the Merger consideration, were deposited into an escrow account for indemnification and post-closing purchase price adjustment purposes. Prior to the merger, the Company held preferred stock in Sexton, which was accounted for using a measurement alternative that measures the securities at cost minus impairment, if any. The Company accounted for the merger as a step acquisition, which required remeasurement of the Company’s existing ownership in Sexton to fair value prior to completing the acquisition method of accounting. Using step acquisition accounting, the Company increased the value of its existing equity interest to its fair value, resulting in the recognition of a non-cash gain of $6.5 million, which was included in the gain on acquisition of Sexton Biotechnologies, Inc. in the Consolidated Statements of Operations in the year ended December 31, 2021. The Company utilized a market-based valuation approach to determine the fair value of the existing equity interest based on the total merger consideration offered and the Company’s stock price at acquisition.
The Sexton Merger was accounted for as a purchase of a business under FASB ASC Topic 805, Business Combinations. The fair value of the net tangible assets acquired was approximately $4.1 million, the deferred tax liability acquired was approximately $1.5 million, the fair value of the intangible assets acquired was approximately $8.8 million, and the residual goodwill was approximately $28.5 million. The fair value calculations required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates.
Global Cooling, Inc. acquisition
On March 19, 2021, the Company entered into an Agreement and Plan of Merger (the “GCI Merger Agreement”) with BLFS Merger Subsidiary, Inc., a Delaware corporation (“GCI Merger Sub”), Global Cooling, a Delaware corporation and Albert Vierling and William Baumel, in their capacity as the representatives of the stockholders of GCI (collectively, the “GCI Seller Representative”).
On May 3, 2021, pursuant to the GCI Merger Agreement, subject to the terms and conditions set forth therein, the transactions contemplated by the GCI Merger Agreement were consummated (the “GCI Closing”), GCI Merger Sub merged with and into GCI (the “GCI Merger” and, together with other transactions contemplated by the GCI Merger Agreement, the “GCI Transactions”), with GCI continuing as the surviving corporation in the GCI Merger and a wholly owned subsidiary of the Company. In the GCI Merger, all of the issued and outstanding shares of capital stock of GCI immediately prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (other than those properly exercising any applicable dissenter’s rights under Delaware law) were converted into the right to receive the
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GCI Merger Consideration (as defined below). The Company paid the GCI Merger Consideration to the holders of common stock and preferred stock of GCI (collectively, the “GCI Stockholders”).
The aggregate merger consideration paid pursuant to the GCI Merger Agreement to the GCI Stockholders was 6,646,870 newly issued shares of common stock, provided, however, that the GCI Merger Consideration otherwise payable to GCI Stockholders was subject to the withholding of the GCI Escrow Shares (as defined below) and was subject to reduction for indemnification obligations. The GCI Merger Consideration allocable to one GCI stockholder was reduced by 10,400 shares to satisfy an outstanding note receivable of $374,000. In accordance with ASC 805, the Company recognized the settlement of pre-existing relationships in the forms of cash deposits, trade receivables, and trade payables, which are included in the consideration transferred. The GCI Merger Consideration is not subject to any purchase price adjustments.
At the GCI Closing, approximately nine percent (9%) of the GCI Merger Consideration (the “Escrow Shares”, along with any other dividends, distributions or other income on the GCI Escrow Shares, the “GCI Escrow Property”) otherwise issuable to the GCI Stockholders (allocated pro rata among the GCI Stockholders based on the GCI Merger Consideration otherwise issuable to them at the GCI Closing), was deposited into a segregated escrow account in accordance with an escrow agreement entered into in connection with the GCI Transactions (the “GCI Escrow Agreement”).
The GCI Escrow Property was held for a period of up to twenty-four (24) months after the GCI Closing as the sole and exclusive source of payment for any post-GCI Closing indemnification claims (other than fraud claims). On September 28, 2022, BioLife asserted an indemnification claim pursuant to the GCI Merger Agreement. On June 5, 2023, the Company entered into a Settlement Agreement with the representatives of the GCI Stockholders, pursuant to which the parties agreed to release 65% of the General Escrow Shares, totaling 216,024 shares, to the Company from the GCI Escrow Account. These shares were returned to the Company and subsequently cancelled. As a result of the settlement, the Company recorded a $5.1 million gain recognizing the return of the shares during the second quarter of 2023.
The GCI Merger was accounted for as a purchase of a business under FASB ASC Topic 805, Business Combinations. The fair value of the net tangible assets acquired was $740,000, the deferred tax liability acquired was $24.1 million, the fair value of the intangible assets acquired was $120.5 million, and the residual goodwill was $137.8 million. The fair value calculations for intangible assets required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates.
Supply chain considerations
Our domestic and international supply chain operations were affected during the years ended December 31, 2021 and 2022 by the global COVID-19 pandemic and the resulting volatility and uncertainty it caused in the U.S. and international markets. The onset of the COVID-19 pandemic caused supply chains globally to become constrained, and these constraints historically impacted our business through both increased difficulty in obtaining semiconductor chips and increased pricing on available parts across our product lines during the years ended December 31, 2021 and 2022. However, during the year ended December 31, 2023, both availability and pricing of semiconductor chips have improved and no longer pose constraints on our supply chain. We currently have sufficient supply for electrical component parts within our operations and do not foresee constraints to return over our supply chain.
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign currency exchange risk
The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. Approximately 1% of the Company's consolidated net sales in the year ended December 31, 2023 were made in euros. The Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro as compared to the U.S. dollar as the financial position and operating results of the Company's foreign operations are translated into U.S. dollars for consolidation.
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Month-end exchange rates between the euro and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows:
Year Ended December 31,
202320222021
High$1.11 $1.15 $1.24 
Low$1.06 $0.95 $1.12 
Average$1.08 $1.05 $1.18 
The Company's exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency.
The Company does not enter into foreign currency forward contracts to reduce its exposure to foreign currency rate changes on forecasted intercompany sales transactions or on intercompany foreign currency denominated balance sheet positions. Foreign currency transaction gains and losses are included in "Other income" in the Consolidated Statements of Operations. The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheet as part of "Accumulated other comprehensive loss, net of taxes".
The effects of a hypothetical 10% appreciation in the U.S. dollar from December 31, 2023 levels against the euro are as follows (in thousands):

ITEM 8.

Decrease in translation of 2023 earnings into U.S. dollars

CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

$		150 
Decrease in translation of net assets of foreign subsidiaries$187 

Interest rate risk
Our exposure to market risk for changes in interest rates relates primarily to our investments in available-for-sale securities and our long-term debt. We invest our excess cash in investment grade short to intermediate-term fixed income securities. These securities may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses if forced to sell securities that have declined in market value due to changes in interest rates. Our long-term debt primarily bears interest at a fixed rate, with a variable component subject to an interest rate ceiling. Fluctuations in interest rates therefore do not materially impact our consolidated financial statements from long-term debt. For additional information about our available-for-sale securities and long-term debt, see Notes 4 and 13 to the Consolidated Financial statements in Part II, Item 8 of this Annual Report.
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ITEM 8.    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page No.

35

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46

39

47

40

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49

41

50

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REPORTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSFIRM

Shareholders and

Board of Directors

and Shareholders

BioLife Solutions, Inc.

Bothell, Washington


Opinion on the Consolidated Financial Statements

financial statements

We have audited the accompanying consolidated balance sheets of BioLife Solutions, Inc. and subsidiaries (the “Company”) as of December 31, 20202023 and 2019,2022, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the two years thenin the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 29, 2024 expressed an adverse opinion.

Adoption of New Accounting Standard
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for credit losses in 2023 due to the adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments.

Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Consolidated Financial Statements - Impact of Internal Control over Financial Reporting
As described in Management’s Report on Internal Control Over Financial Reporting, material weaknesses were identified as of December 31, 2023. The prevention, detection, and correction of material misstatements of the consolidated financial statements, is dependent, in part, on management (i) designing and maintaining an effective control environment, including maintaining sufficient resources within the accounting and financial reporting department to review complex financial reporting transactions; and updating and distributing accounting policies and procedures across the organization (ii) designing and implementing effective information and communication process to identify and assess the source of and controls necessary to ensure the reliability of information used in financial reporting and that communicates relevant information about roles and responsibilities for internal control over financial reporting and (iii) designing and implementing effective process-level control activities and general information technology controls related to financial
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reporting processes. We identified the impact on our audit of the material weaknesses related to the control environment, information and communication, and control activities (“material weaknesses”), as further described in Management’s Report, as a critical audit matter.

The principal consideration for our determination that the impact on our audit of the material weaknesses is a critical audit matter is that especially challenging auditor judgment was required in designing audit procedures and evaluating audit evidence due to the ineffective system of internal control over financial reporting, which affects substantially all consolidated financial statement account balances and disclosures.

Our audit procedures related to the material weaknesses included the following, among others.
•We determined the nature and extent of audit procedures that are responsive to the identified material weaknesses and evaluated the evidence obtained from the procedures performed.
•We lowered the threshold used for investigating differences noted for recorded amounts.
•We selected larger sample sizes for tests of details.
•We substantively tested the accuracy and completeness of system-generated reports used in the audit and more extensively tested these reports.
•We increased the extent of supervision over the execution of audit procedures.

/s/ GRANT THORNTON LLP

We have served as the Company's auditor since 2022.

Bellevue, Washington
February 29, 2024
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
BioLife Solutions, Inc.
Bothell, Washington
Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows of BioLife Solutions, Inc. (the “Company”) for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years thenyear ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As disclosed Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of the Accounting Standards Codification Topic 842, Leases.

Basis for Opinion


These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an

Our audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Contingent Consideration

As described in Notes 2 and 11 to the consolidated financial statements, contingent consideration liabilities are recorded at fair value on the acquisition date and are revalued each reporting period, with changes in the fair value recognized within the consolidated statement of operations. As of and for the year ended December 31, 2020, the Company recorded a total contingent consideration liability of $7.2 million and a change in fair value of $1.6 million. Management estimated the fair value of contingent consideration through valuation models that incorporate unobservable inputs including projected revenue, revenue and asset volatility, and discount rates. Changes in the fair value of contingent consideration can result from changes to one or multiple assumptions.

We identified the estimation of the contingent consideration liabilities’ fair value as a critical audit matter. The determination of the contingent consideration liabilities’ fair value requires management to make significant judgments including the appropriateness of the valuation model and the reasonableness of estimates and assumptions. Changes in these estimates and assumptions could have a significant impact on the fair value of the contingent consideration liabilities. Auditing these elements involved especially challenging auditor judgment due to the subjectivity and the nature and extent of audit effort required to address the matter, including the extent of specialized skill or knowledge needed.

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The primary procedures we performed to address this critical audit matter included:

•

Assessing the reasonableness of certain significant assumptions used in the valuation model, through: (i) comparing and mathematically checking against the acquired Company’s historical performance, (ii) evaluating the reasonableness of significant assumptions (including revenue projections) against budgets and the current performance of the acquired company, and (iii) performing sensitivity analyses to test the potential effect of changes in certain assumptions on the valuation.

•

Utilizing professionals with specialized skills and knowledge to assist in evaluating the appropriateness of the valuation models utilized by management and to assess the reasonableness of assumptions and accuracy of the underlying calculations used by management to develop the discount rates, revenue volatility, and asset volatility applied to revenue forecasts.

Market-based Restricted Stock

As disclosed in Note 9 of the consolidated financial statements, the Company granted restricted stock awards that vest at the end of two years of service, subject to achieving market conditions based on the Company’s total shareholder return during the two-year period relative to its peer group. The market conditions are included in the determination of the estimated grant-date fair value for the restricted stock units. With the assistance of valuation specialists, the Company estimated the fair value of the market-based restricted stock awards using the Monte-Carlo valuation model using key assumptions including historical volatility and dividend yield of its peer group.

We identified the measurement of the Company’s market-based restricted stock as a critical audit matter.  Management exercises significant judgment to estimate the fair value of the awards using the Monte-Carlo valuation model. Auditing these elements required especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed to evaluate the methodologies used and assumptions made.

The primary procedures we performed to address this critical audit matter included:

•

Utilizing personnel with specialized skill and knowledge of valuation techniques to assist in: (i) evaluating the reasonableness of the valuation methodologies utilized by the Company, (ii) testing the accuracy of historical stock prices and volatilities of the Company and the peer group companies, and (iii) preparing an independent estimate of fair value and comparing to the Company’s estimate.

Valuation of Investments in Convertible Debt

As described in Note 2 to the consolidated financial statements, the cumulative change in fair value of the Company's convertible debt investment was $1.3 million for the year ended December 31, 2020. Prior to conversion of the note to preferred stock in November 2020, the convertible debt was valued in accordance with ASC 820, Fair Value Measurement (“ASC 820”). Under ASC 820 fair value is an exit price, representing the amount that would be received to sell an asset in an orderly transaction between market participants. Pursuant to ASC 820, Level 3 investments utilize inputs that are unobservable and include situations where there is little market activity for the asset. With the assistance of valuation specialists, the Company utilizes various unobservable inputs to determine the fair value of this investment, including: (i) the expected term of the investment, (ii) the creditworthiness of iVexSol and (iii) the valuation of various embedded features in the note which were based on future financings of iVexSol.

We identified the valuation of investment in convertible debt as a critical audit matter. The principal considerations for our determination are: (i) the use of various complex models to value the investment and (ii) the use of significant unobservable inputs and assumptions in the valuation models.  Auditing these elements required especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed to evaluate the methodologies used and assumptions made.

The primary procedures we performed to address this critical audit matter included:

•

Evaluating the reasonableness of management’s fair value estimate of investments by: (i) gaining an understanding of management’s assumptions related to the probability weighted scenarios through inspection of relevant agreements, (ii) assessing the reasonableness of the various settlement probabilities, and (iii) testing the accuracy and relevance of significant inputs.

•

Utilizing personnel with specialized skill and knowledge of valuation techniques to assist in: (i) assessing the appropriateness of the valuation methods, (ii) assessing the reasonableness of key assumptions and inputs, and (iii) performing an independent calculation to verify accuracy of the valuation.

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Business Combination

As described in Note 11 of the consolidated financial statements, during 2020, the Company acquired 100% of SciSafe, Inc. for a purchase price of approximately $36.5 million, which included contingent consideration with an acquisition date fair value of $3.7 million. As a result of the acquisition, management determined the estimated fair value of the identifiable assets acquired and liabilities assumed at the acquisition date and recorded identifiable intangible assets of $12.1 million related to acquired customer relationships, tradenames, and non-compete agreements as well as $24.9 million of goodwill.

We determined the accounting for the business combination to be a critical audit matter. The principal considerations for our determination were the inherent uncertainties that exist related to the Company’s forecasts used to determine the fair value of the intangible assets and goodwill acquired. Auditing these elements required especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed to evaluate the  methodologies used and assumptions made.

The primary procedures we performed to address this critical audit matter included:

•

Assessing the reasonableness of significant underlying assumptions through evaluating the historical performance of the acquired entity.

•

Utilizing professionals with specialized skills and knowledge to assist in: (i) evaluating the appropriateness of the valuation models used by management, (ii) testing the mathematical accuracy of the Company’s calculations, and (iii) assessing the reasonableness of the revenue volatility and discount rate assumptions.

/S/s/ BDO USA, LLP

We have served as the Company's auditor since 2019.

from 2019 to 2022.

Seattle, Washington

March 31, 2021

2022
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BioLife Solutions, Inc.

Consolidated Balance Sheets

 

December 31,

 
December 31,December 31,

(In thousands, except per share and share data)

 

2020

  

2019

 (In thousands, except per share and share data)20232022

Assets

    

Current assets

 
Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents

Cash and cash equivalents

 $90,403  $6,448 

Restricted cash

 53  0 

Accounts receivable, trade, net of allowance for doubtful accounts of $85 and $68 at December 31, 2020 and 2019, respectively

 8,006  5,345 
Available-for-sale securities, current portion
Accounts receivable, trade, net of allowance for credit losses of $1,710 and $739 as of December 31, 2023 and December 31, 2022, respectively

Inventories

 11,602  10,972 

Prepaid expenses and other current assets

  4,648   1,348 

Total current assets

 114,712  24,113 
 

Assets held for rent, net

 4,705  3,922 
Assets held for rent, net
Assets held for rent, net

Property and equipment, net

 10,120  5,572 

Operating lease right-of-use assets, net

 9,675  1,040 

Financing lease right-of-use assets, net

 17  0 

Long-term deposits and other assets

 230  50 

Investments

 5,872  2,500 
Available-for-sale securities, long term
Equity Investments

Intangible assets, net

 31,049  21,982 

Goodwill

  58,449   33,637 

Total assets

 $234,829  $92,816 
 

Liabilities and Shareholders’ Equity

    

Current liabilities

 
Liabilities and Shareholders’ Equity
Liabilities and Shareholders’ Equity
Liabilities and Shareholders’ Equity
Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable

Accounts payable

 $3,672  $3,119 

Accrued expenses and other current liabilities

 5,369  3,369 
Sales taxes payable
Warranty liability

Lease liabilities, operating, current portion

 1,107  804 

Lease liabilities, financing, current portion

 8  0 

Warrant liability, current portion

 2,780  0 
Debt, current portion

Contingent consideration, current portion

  2,637   377 

Total current liabilities

 15,573  7,669 
 

Warrant liability, long-term

 0  39,602 
Contingent consideration, long-term
Contingent consideration, long-term

Contingent consideration, long-term

 4,515  1,537 

Lease liabilities, operating, long-term

 8,757  550 

Lease liabilities, financing, long-term

 12  0 
Debt, long-term
Deferred tax liabilities

Other long-term liabilities

  726   4 

Total liabilities

  29,583   49,362 
 

Commitments and Contingencies (Note 12)

    
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 12)
 

Shareholders’ equity

 

Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding at December 31, 2020 and 2019, respectively

 0  0 

Common stock, $0.001 par value; 150,000,000 shares authorized, 33,039,146 and 20,825,452 shares issued and outstanding at December 31, 2020 and 2019, respectively

 33  21 
Shareholders’ equity:
Shareholders’ equity:
Shareholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022
Common stock, $0.001 par value; 150,000,000 shares authorized, 45,167,225 and 42,832,231 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

 302,598  143,485 
Accumulated other comprehensive loss, net of taxes

Accumulated deficit

  (97,385)  (100,052)

Total shareholders’ equity

  205,246   43,454 

Total liabilities and shareholders’ equity

 $234,829  $92,816 

The accompanying Notes to consolidated Financial Statements are an integral part of these consolidated financial statements

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BioLife Solutions, Inc.

Consolidated Statements of Operations

  

Years Ended December 31,

 
  

2020

  

2019

 

(In thousands, except per share and share data)

        

Product revenue

 $44,540  $26,844 

Rental revenue

  1,795   527 

Service revenue

  1,752   0 

Total product, rental, and service revenue

  48,087   27,371 

Costs and operating expenses:

        

Cost of product revenue (exclusive of intangible assets amortization)

  18,058   8,355 

Cost of rental revenue (exclusive of intangible assets amortization)

  1,367   405 

Cost of service revenue (exclusive of intangible assets amortization)

  1,221   0 

Research and development

  6,720   3,168 

Sales and marketing

  6,413   4,701 

General and administrative

  14,607   8,893 

Intangible asset amortization

  3,033   1,079 

Acquisition costs

  668   940 

Change in fair value of contingent consideration

  1,575   50 

Total operating expenses

  53,662   27,591 

Operating loss

  (5,575)  (220)
         

Other income (expense)

        

Change in fair value of warrant liability

  3,601   (12,835)

Change in fair value of investments

  1,319   0 

Interest income, net

  58   501 

Other expense

  0   (13)

Loss from equity-method investment in SAVSU

  -   (739)

Gain on acquisition of SAVSU

  0   10,108 

Total other income (expense)

  4,978   (2,978)
         

Net loss before provision for income taxes

  (597)  (3,198)

Income tax benefit

  3,264   1,541 

Net income (loss)

 $2,667  $(1,657)
         

Net income (loss) attributable to stockholders

        

Basic

  2,450   (1,657)

Diluted

  (954)  (1,657)

Earnings (loss) per share attributable to common stockholders:

        

Basic

 $0.09  $(0.09)

Diluted

 $(0.03) $(0.09)

Weighted average shares used to compute earnings (loss) per share attributable to common stockholders:

        

Basic and Diluted

  27,306,258   19,460,299 

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements

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BioLife Solutions, Inc.

Consolidated Statements of Shareholders’ Equity

Operations
  

Common

  

Common

  

Additional

      

Shareholders’

 
  

Stock

  

Stock

  

Paid-in

  

Accumulated

  

Equity

 

(In thousands, except share data)

 

Shares

  

Amount

  

Capital

  

Deficit

  

(Deficit)

 

Balance, December 31, 2018

  18,547,406  $19  $113,008  $(98,395) $14,632 

Stock based compensation

  -   0   3,043   0   3,043 

Shares issued in acquisitions

  1,334,219   1   23,931   0   23,932 

Stock option exercises

  697,010   1   1,180   0   1,181 

Stock issued – on vested RSUs

  125,817   0   0   0   0 

Warrant exercises

  121,000   0   2,323   0   2,323 

Net loss

  -   0   0   (1,657)  (1,657)

Balance, December 31, 2019

  20,825,452  $21  $143,485  $(100,052) $43,454 

Stock issued as 2019 bonus payout

  -   0   314   0   314 

Stock based compensation

  -   0   5,981   0   5,981 

Sale of common stock, net of costs

  7,856,012   8   100,113   0   100,121 

Common stock issued for services

  3,175   0   60   0   60 

Shares issued in acquisitions

  611,683   0   17,916   0   17,916 

Stock option exercises

  777,496   1   1,471   0   1,472 

Stock issued – on vested RSUs

  208,858   0   0   0   0 

Cashless exercises of 3,871,405 warrants

  2,747,970   3   33,108   0   33,111 

Warrant exercises

  8,500   0   150   0   150 

Net income

  -   0   0   2,667   2,667 

Balance, December 31, 2020

  33,039,146  $33  $302,598  $(97,385) $205,246 
Years Ended December 31
(In thousands, except per share and share data)202320222021
Product revenue$117,695 $136,000 $101,913 
Service revenue17,551 15,308 9,817 
Rental revenue8,025 10,451 7,426 
Total product, service, and rental revenue143,271 161,759 119,156 
Costs and operating expenses:
Cost of product revenue (exclusive of intangible assets amortization)75,751 88,519 69,676 
Cost of service revenue (exclusive of intangible assets amortization)15,586 12,360 5,381 
Cost of rental revenue (exclusive of intangible assets amortization)5,182 7,058 7,051 
General and administrative55,725 47,670 33,668 
Sales and marketing24,583 21,570 14,006 
Research and development18,796 14,798 11,821 
Asset impairment charges15,485 110,364 — 
Intangible asset amortization5,181 9,697 8,202 
Acquisition costs— 18 1,636 
Change in fair value of contingent consideration(2,193)(4,754)2,875 
Total operating expenses214,096 307,300 154,316 
Operating loss(70,825)(145,541)(35,160)
Other income:
Change in fair value of warrant liability— — (121)
Change in fair value of investments— 697 — 
Interest expense, net(1,812)(687)(485)
Other income1,264 704 289 
Gain on settlement of Global Cooling escrow5,115 — — 
Gain on acquisition of Sexton Biotechnologies, Inc.— — 6,451 
Total other income, net4,567 714 6,134 
Loss before income tax (expense) benefit(66,258)(144,827)(29,026)
Income tax (expense) benefit(169)5,022 20,118 
Net loss$(66,427)$(139,805)$(8,908)
Net loss attributable to common shareholders:
Basic and Diluted$(66,427)$(139,805)$(8,908)
Net loss per share attributable to common shareholders:
Basic and Diluted$(1.52)$(3.29)$(0.23)
Weighted average shares used to compute loss per share attributable to common shareholders:
Basic and Diluted43,719,18542,481,02738,503,944

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The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements

40
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BioLife Solutions, Inc.

Consolidated Statements of Cash Flows

Of Comprehensive Loss
  

Years Ended December 31,

 

(In thousands)

 

2020

  

2019

 

Cash flows from operating activities

        

Net income (loss)

 $2,667  $(1,657)

Adjustments to reconcile net income (loss) to net cash provided by operating activities

        

Depreciation

  2,035   718 

Amortization of intangible assets

  3,033   1,079 

Stock-based compensation

  5,981   3,043 

Non cash lease expense

  737   512 

Loss from equity method investment in SAVSU

  0   739 

Gain on acquisition of SAVSU

  0   (10,108)

Change in fair value of contingent consideration

  1,575   50 

Deferred income tax benefit

  (3,297)  (1,541)

Change in fair value of warrant liability

  (3,601)  12,835 

Change in fair value of investments

  (1,319)  0 

Stock issued for services

  60   0 

Loss on disposal of assets held for rent, net

  365   0 

Other

  190   15 
         

Change in operating assets and liabilities

        

Accounts receivable, trade, net

  (1,786)  (290)

Inventories

  (629)  (3,777)

Prepaid expenses and other current assets

  25   (704)

Accounts payable

  (171)  768 

Accrued expenses and other current liabilities

  780   (327)

Other

  0   (142)

Net cash provided by operating activities

  6,645   1,213 
         

Cash flows from investing activities

        

Cash acquired in acquisition of SAVSU

  0   1,251 

Acquisition of Astero Bio, net of cash acquired

  0   (12,439)

Payments related to the acquisition of CBS

  0   (11,000)

Payments related to the acquisition of SciSafe, net of cash acquired

  (14,947)  0 

Investment in Sexton

  0   (1,500)

Investment in iVexSol convertible debt

  0   (1,000)

Investment in iVexSol preferred stock

  (1,000)  0 

Investment in PanTHERA Cryosolutions

  (995)  0 

Purchase of property and equipment

  (1,961)  (675)

Deposits on property and equipment

  (2,672)  0 

Purchase of assets held for lease

  (2,813)  (1,655)

Deposits on assets held for lease

  (362)  0 

Proceeds from sale of equipment

  35   0 

Net cash used in investing activities

  (24,715)  (27,018)
         

Cash flows from financing activities

        

Proceeds from PPP Loan

  2,175   0 

Payoff of PPP Loan

  (2,175)  0 

Proceeds from equipment loans

  984   0 

Payments of contingent consideration

  (483)  0 

Proceeds from sale of common stock, net of $6.2 million of costs

  100,121   0 

Proceeds from exercise of common stock options

  1,471   1,181 

Proceeds from exercise of warrants

  40   574 

Payment of costs related to stock issuance

  0   0 

Other

  (55)  (159)

Net cash provided by financing activities

  102,078   1,596 
         

Net increase (decrease) in cash, cash equivalents, and restricted cash

  84,008   (24,209)

Cash, cash equivalents, and restricted cash – beginning of year

  6,448   30,657 

Cash, cash equivalents, and restricted cash – end of year

 $90,456  $6,448 

Non-cash investing and financing activities

        

Cashless exercise of warrants reclassed from warrant liability to common stock

 $33,111  $0 

Equipment acquired under operating leases

  8,096   0 

Reclassification of warrant liabilities to equity upon exercise

  110   1,749 

Purchase of property and equipment not yet paid

  0   29 

Stock issued as consideration to acquire SAVSU

  0   19,932 

Stock issued as consideration to acquire assets of CBS

  0   4,000 

Stock issued as consideration to acquire SciSafe

  17,916   0 

Stock issued as bonus consideration

  314   0 
Years Ended December 31
(In thousands)202320222021
Net loss$(66,427)$(139,805)$(8,908)
Other comprehensive income (loss) - foreign currency translation adjustment, net of tax278 (347)(282)
Unrealized gain (loss) on available-for-sale securities, net of tax56 (50)- 
Comprehensive loss$(66,093)$(140,202)$(9,190)

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements

41
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BioLife Solutions, Inc.
Consolidated Statements of Shareholders’ Equity
(In thousands, except share data)Series A
Preferred
Stock
Shares		Series A
Preferred
Stock
Amount		Common
Stock
Shares		Common
Stock
Amount		Additional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Accumulated
Deficit		Total
Shareholders’
Equity
Balance, December 31, 2020—$— 33,039,146$33 $302,598 $— $(98,202)$204,429 
Stock issued as consideration in GCI acquisition—— 6,636,4707 232,734 — — 232,741 
Stock issued as consideration in Sexton acquisition—— 530,502— 31,977 — — 31,977 
Fees incurred for registration filings—— —— (186)— — (186)
Stock-based compensation—— —— 13,956 — — 13,956 
Stock option exercises—— 869,0651 1,417 — — 1,418 
Cashless exercise of 79,100 warrants—— 70,030— 2,901 — — 2,901 
Stock issued – on vested RSAs—— 672,2901 — — — 1 
Foreign currency translation—— —— — (282)— (282)
Net loss—— —— — — (8,908)(8,908)
Balance, December 31, 2021—— 41,817,50342 585,397 (282)(107,110)478,047 
Stock issued as consideration for SciSafe earnout—— 64,130— 817 — — 817 
Fees incurred for registration filings—— —— (131)— — (131)
Stock-based compensation—— —— 25,334 — — 25,334 
Stock option exercises—— 161,646— 323 — — 323 
Stock issued – on vested RSAs—— 788,9521 (1)— — — 
Other comprehensive loss—— —— — (397)— (397)
Net loss—— —— — — (139,805)(139,805)
Balance, December 31, 2022—— 42,832,23143 611,739 (679)(246,915)364,188 
Stock issued as consideration for SciSafe earnout—— 116,973— 2,263 — — 2,263 
Fees incurred for registration filings—— —— (132)— — (132)
Stock-based compensation—— —— 31,670 — — 31,670 
Stock option exercises—— 239,043— 507 — — 507 
Stock issued – on vested RSA units—— 1,267,8371 (1)— — — 
Settlement of Global Cooling escrow—— (216,024)— (5,115)— — (5,115)
Common stock shares issued—— 927,1651 10,374 — — 10,375 
Other comprehensive loss—— —— — 334 — 334 
Net loss—— —— — — (66,427)(66,427)
Balance, December 31, 2023—$— 45,167,225$45 $651,305 $(345)$(313,342)$337,663 
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements
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BioLife Solutions, Inc.
Consolidated Statements of Cash Flows
Year Ended December 31,
(In thousands)202320222021
Cash flows from operating activities
Net loss$(66,427)$(139,805)$(8,908)
Adjustments to reconcile net loss to net cash used in operating activities
Impairment of intangible assets5,758 110,364 — 
Impairment of long-lived assets9,727 — — 
Gain on settlement of Global Cooling escrow(5,115)— — 
Depreciation7,114 6,775 4,663 
Amortization of intangible assets5,181 9,697 8,202 
Amortization of loan costs13 18 121 
Stock-based compensation31,670 25,334 13,956 
Non-cash lease expense404 3,486 2,053 
Deferred income tax benefit(62)(5,238)(20,127)
Change in fair value of contingent consideration(2,193)(4,754)2,875 
Change in fair value of warrant liability— — 121 
Change in fair value of investments— (697)— 
Accretion of investments(1,262)(447)— 
Gain on acquisition of Sexton Biotechnologies, Inc.— — (6,451)
Loss on disposal of assets held for rent, net594 773 609 
Loss on disposal of property and equipment, net633 745 482 
Forgiveness of loans payable— — (284)
Other— 166 353 
Change in operating assets and liabilities, net of effects of acquisitions
Accounts receivable, trade, net15,351 (10,753)(10,132)
Inventories(8,552)(6,559)114 
Prepaid expenses and other current assets137 26 2,663 
Accounts payable(8,425)414 2,018 
Accrued expenses and other current liabilities2,002 1,787 (3,936)
Sales taxes payable1,311 1,526 1,412 
Warranty liability(454)(1,086)5,833 
Other97 (260)(230)
Net cash used in operating activities(12,498)(8,488)(4,593)
Cash flows from investing activities
Cash acquired in acquisition of Global Cooling, Inc. and Sexton Biotechnologies, Inc.— — 1,559 
Purchases of property and equipment(6,381)(10,385)(8,385)
Purchases of assets held for rent(4,856)(3,536)(6,371)
Proceeds from sale of equipment— — 5 
Proceeds from sale of available-for-sale securities3,469 420 — 
Maturities of available-for-sale securities52,700 8,500 — 
Investment in available-for-sale securities(27,095)(53,116)— 
Net cash provided by (used in) investing activities17,837 (58,117)(13,192)
Cash flows from financing activities
Proceeds from term loan— 20,000 — 
Payments on term loan(300)(1,666)— 
Payments on equipment loans(198)(498)(214)
Proceeds from equipment loans— — 1,550 
Issuance of common stock10,244 — — 
Fees paid related to issuance of common stock— (131)(145)
Proceeds from line of credit— — 27,306 
Payments on line of credit— — (31,536)
Proceeds from exercise of common stock options507 323 1,418 
Proceeds from financed insurance premium2,639 — — 
Payments on financed insurance premium(2,365)(1,375)(1,033)
Other64 (337)(124)
Net cash provided by (used in) financing activities10,591 16,316 (2,778)
Net increase (decrease) in cash, cash equivalents, and restricted cash15,930 (50,289)(20,563)
Cash, cash equivalents, and restricted cash – beginning of period19,473 69,870 90,456 
Effects of currency translation on cash, cash equivalents, and restricted cash35 (108)(23)
Cash, cash equivalents, and restricted cash – end of period$35,438 $19,473 $69,870 
Non-cash investing and financing activities
Cashless exercise of warrants reclassified from warrant liability to common stock$— $— $2,901 
Stock issued as consideration to acquire Global Cooling, Inc. and Sexton Biotechnologies, Inc.$— $— $264,718 
Assets acquired under operating leases$880 $243 $6,875 
Assets acquired under finance leases$1,682 $— $440 
Purchase of property and equipment not yet paid$359 $478 $197 
Unrealized (gain) loss on available-for-sale securities$(56)$50 $— 
Unrealized gain on currency translation$(12)$— $— 
Cashless issuance of SciSafe earnout shares$2,263 $817 $— 
Returned shares from settlement of Global Cooling escrow$(5,115)$— $— 
Cash interest paid$1,927 $586 $452 
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Organization and Significant Accounting Policies

1.    Organization and significant accounting policies
Business

BioLife Solutions, Inc. (“BioLife,” “us,” “we,” “our,”BioLife”, “us”, “we”, “our”, or the “Company”) is a developer, manufacturer, and supplier of a portfolio of bioproduction tools and services including;including proprietary biopreservation media, automated thawing devices, cloud-connected shipping containers, freezer technology,ultra-low temperature mechanical freezers, cryogenic and controlled rate freezers, and biological and pharmaceutical materials storage for cell and gene therapies.storage. Our CryoStor®CryoStor freeze media and HypoThermosol®HypoThermosol hypothermic storage media are optimized to preserve cells in the regenerative medicine market. These novel biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our ThawSTAR®Sexton cell processing product line includes human platelet lysates (“hPL”) for cell expansion, reducing risk and improving downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal cryogenic vials that are purpose-built rigid containers used in cell and gene therapy (“CGT”) that can be filled manually or with high throughput systems, and automated cell processing machines that bring multiple processes traditionally performed by manual techniques under a higher level of control to protect therapies from loss or contamination. Our ThawSTAR product line is comprised of a family of automated thawing devices for frozen cell and gene therapies packaged in cryovials and cryobags. These products help administer temperature-sensitive biologic therapies to patients by standardizing the thawing process and reducing the risks of contamination and overheating, which are inherent with the use of traditional water baths. Our evocryogenic freezer technology provides for controlled rate freezing and cryogenic storage of biologic materials. Our ultra-low temperature mechanical freezers allow biological materials and vaccines to be stored at temperatures which range from negative 20℃ to negative 86℃. Our evo® shipping containers provide cloud-connected passive storage and transport containers for temperature-sensitive biologics and pharmaceuticals. Our cryogenic freezer technology provides for controlled rate freezing and storage of biologic materials. Our biological and pharmaceutical materials storage services provide facilities that allow for real-time tracking of biologic materials and vaccines that can be stored at a wide range of temperatures.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities atas of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates

Estimates and assumptions by management affect the Company’s allowance for doubtful accounts,credit losses, the net realizable value of inventory, fair value of warrant liability, sales tax liabilities, valuation of market based stock awards, valuations and purchase price allocations related to investments and business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, share-based compensation, contingent consideration from business combinations, tax reserves and recoverability of the Company’s net deferred tax assets, and related valuation allowance.

provision for income taxes.

The Company regularly assesses these estimates,estimates; however, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances.

Basis of presentation

The consolidated financial statementsConsolidated Financial Statements include the accounts of the Company and its wholly-ownedwholly owned subsidiaries, Astero Bio Corporation (“Astero” or “ThawStar” acquired on April 1, 2019), SAVSU Technologies, Inc. (“SAVSU” acquired on August 8, 2019), Arctic Solutions, Inc. dba Custom Biogenic Systems (“CBS” acquired on November 12, 2019), and SciSafe Holdings, Inc. (“SciSafe” acquired on October 1, 2020). All significant intercompany accounts and transactions have been eliminated in consolidation.

All long-lived assets are maintained in the United States of America.

Segment reporting

America and the Netherlands.

Foreign currency translation
The Company operatestranslates balance sheet and income statement items into U.S. dollars. For the Company’s subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and expenses are translated using quarterly exchange rates which
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approximate to average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive loss in shareholders' equity.
Segment reporting
The Company views its operations and makes decisions regarding how to allocate resources and manages its business as one reportable segment and operating segment, which is the business of bioproduction tools and services.one reporting unit. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

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Revenue recognition

To determine revenue recognition for contractual arrangements that we determine are within the scope of Financial Accounting Standards Board (“FASB”) Topic 606, “RevenueRevenue from Contracts with Customers”Customers, we perform the following five steps: (i) identify each contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to our performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the relevant performance obligation. We only apply the five-stepfive-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the observable and estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 90 days. During the year ended December 31, 2023, the Company recognized approximately $0.4 million of revenue that was included in the deferred revenue balance at the beginning of the year.
The Company primarily recognizes product revenuerevenues, service revenues, and servicerental revenues. Product revenues are generated from the sale of biopreservation media, ThawStar,ThawSTAR, and freezer products. We generally recognize product revenue, including shipping and handling charges billed to customers, at a point in time when we transfer control of our products to our customers, (transfer of control generally occurswhich is upon shipment of our product).for substantially all transactions. Shipping and handling costs are classified as part of cost of product revenue in the statementConsolidated Statements of operations.Operations. Service revenues are generated from the storage of biological and pharmaceutical materials. We generally recognize service revenues over time as services are performed or ratably over the contract term.

The following table To the extent the transaction price includes estimated revenue expected tovariable consideration, the Company estimates the amount of variable consideration that should be recognizedincluded in the future relatedtransaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, obligations that are unsatisfied or partially unsatisfied at the end of the reporting periods. The Company is electing not to disclose the value of the remaining unsatisfied performance obligation withresulting in a duration of one year or less as permitted bysignificant financing component. Applying the practical expedient in ASU 2014-09, “Revenue from Contracts with Customers”. The estimated revenue inparagraph 606-10-32-18, the following tableCompany does not include contracts with assess whether a significant financing component exists if the original durations of period between when the Company performs its obligations under the contract and when the customer pays is one year or less, amountsless. None of variable consideration attributable to royalties, or contract renewals that are unexercisedthe Company’s contracts contained a significant financing component as of and during the year ended December 31, 2020.

The balances in the table below are partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts:

  

Year Ended December 31,

 

(In thousands)

 

2021

  

2022

  

2023

  

2024

  

Total

 

Service revenue

 $3,342  $1,170  $31  $10  $4,553 

2023.

The Company also generates revenue from the leasing of our property and equipment, operating right-of-use assets, and evo cold chain systems which are typically cloud-connected shippers with enabling cold chain cloud applications, to customers pursuant to service contracts or rental arrangements entered into with the customer. Revenue from the rental of cold chain systemsthese arrangements is not within the scope of FASB ASC Topic 606 as it is within the scope of FASB ASC Topic 842, “Leases”Leases. All customers leasing shippers currently do so under month-to-month rental arrangements. We account for these rental transactions as operating leases and record rental revenue on a straight-line basis over the rental term.
The Company enters into various customer service agreements (collectively, “Service Contracts”) with customers to provide biological and pharmaceutical storage services. In certain of these Service Contracts, the property and equipment or operating right-of-use assets used to store a customer’s product are used only for the benefit of one customer. This is primarily driven by the customer’s desire to ensure that sufficient storage capacity is available in a specific geographic location for a set period of time. These rentalagreements may include extension and termination clauses. These Service Contracts do not allow for customers to purchase the underlying assets.
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The Company has assessed its Service Contracts and concluded that certain of the contracts for the storage of customer products met the criteria to be considered a leasing arrangement (“Embedded Leases”), with the Company as the lessor. The specific Service Contracts that met the criteria were those that provided a single customer with the ability to substantially direct the use of the Company’s property, plant, and equipment or operating right-of-use assets.
The Company recognizes operating right-of-use asset embedded lessor arrangements on its Consolidated Balance Sheets in Operating right-of-use assets. None of the Embedded Leases identified by the Company qualify as a sales-type or direct finance lease. None of the operating leases for which the Company is the lessor include options for the lessee to purchase the underlying asset at the end of the lease term or residual value guarantees, nor are any such operating leases with related parties.
Embedded Leases may contain both lease and non-lease components. We have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component as the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

Non-lease components of the Company’s rental arrangements include reimbursements of lessor costs.

Total bioproduction tools and services revenue for the years ended December 31, 2023, 2022, and 2021 were comprised of the following:
Years Ended December 31,
(In thousands, except percentages)202320222021(1)
Product revenue
Freezer and thaw$50,622 $66,682 $56,620 
Cell processing65,772 68,509 44,965 
Biostorage services1,301 809 328 
Service revenue
Freezer and thaw1,024 74 - 
Biostorage services16,527 15,234 9,817 
Rental revenue
Biostorage services8,025 10,451 7,426 
Total revenue$143,271 $161,759 $119,156 
(1)2021 revenue includes product revenue related to Global Cooling from May 3, 2021 through December 31, 2021 and product revenue related to Sexton from September 1, 2021 through December 31, 2021.
The following table presents revenuesincludes estimated rental revenue expected to be recognized in the future related to embedded leases as well as estimated service revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting periods. The Company elected not to disclose the value of the remaining unsatisfied performance obligation with a duration of one year or less as permitted by product line:

  

Year Ended December 31,

 

(In thousands)

 

2020⁽¹⁾

  

2019⁽²⁾

 

Biopreservation media

 $30,946  $23,358 

Automated thawing

  1,709   1,184 

Cold chain management

  46   165 

Freezers and accessories

  11,839   2,137 

Total product revenue

  44,540   26,844 
         

Cold chain management

  1,795   527 

Total rental revenue

  1,795   527 
         

Biological and pharmaceutical storage

  1,752   0 

Total storage revenue

  1,752   0 
         

Total revenue

 $48,087  $27,371 

(1)

2020 revenue includes service revenue related to SciSafe from October 1, 2020 through December 31, 2020.

(2)

2019 revenue includes automated thawing revenue related to Astero from April 1, 2019 through December 31, 2019; evo shipper rental revenue related to SAVSU from August 8, 2019 through December 31, 2019; and freezer and accessory revenue related to CBS from November 12, 2019 through December 31, 2019.

the practical expedient in ASU 2014-09, Revenue from Contracts with Customers. The estimated revenue in the following table does not include contracts with the original durations of one year or less, amounts of variable consideration attributable to royalties, or contract renewals that are unexercised as of December 31, 2023.
The balances in the table below are partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts:
(In thousands)2024Total
Rental revenue$900 $900 
Service revenue$50 $50 
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Risks and uncertainties

COVID-19 Pandemic

On March 10, 2020,

Supply chain considerations
Our domestic and international supply chain operations were affected during the World Health Organization declaredyears ended December 31, 2021 and 2022 by the outbreakglobal pandemic of the novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019 (“COVID-19”) a pandemic. The COVID-19 pandemic,COVID-19 and the resulting restrictions intended to slow the spread of COVID-19, including stay-at-home orders, business shutdownsvolatility and other restrictions, has affected the Company’s business in several ways. The cell and gene therapy (“CGT”) industry that BioLife services has a complex and highly controlled supply chain that has been impacted by COVID-19. Challenges faced include, but are not limited to, the diversion of healthcare industry resources towards studying and treating COVID-19, logistics operations slowing down on a global scale, and changing environments related to in-person sales efforts. During the year ended December 31, 2020, BioLife’s automated thaw and freezer product lines sold fewer units than were originally forecasted. The sales of these capital equipment products were negatively impacted by customer facility closures that resulted in delayed deliveries and continued limitations on the Company’s in-person, direct selling process.

The Company reviews capital and amortizing intangible assets (long-lived assets) for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company determined that the economic uncertainty it caused by the COVID-19 pandemic was a trigger for an impairment review in the quarter ended June 30, 2020 of certain long-lived assets based on the expected near-term weakness in ThawSTARU.S. and freezer revenue resulting from the impact of COVID-19.

As a resultinternational markets. The onset of the Company’s outlook for near term revenue from the ThawSTARCOVID-19 pandemic caused supply chains globally to become constrained, and freezer product lines, estimated undiscounted cash flow projections were developed to determine if any impairment of the related intangible assets was warranted. After conducting such review, the Company determined that there was no impairment of the remaining long-lived assetsthese constraints historically impacted our business through both increased difficulty in obtaining semiconductor chips and increased pricing on available parts. However, as of June 30, 2020. Given the inherent uncertainties of the COVID-19 pandemic and the estimates used in these cash flow projections, changes based on facts and circumstances in future quarters could give rise to impairment.

The Company revised the revenue projections for the ThawSTAR and freezer product lines in the second quarter ended June 30, 2020 to determine the impact on the fair value of the contingent consideration related to the existing earnout provisions. Based on results of the year ended December 31, 2020 related to these two product lines, we made further adjustments to2023, both availability and pricing of semiconductor chips have improved and no longer pose constraints on our revenue projections. After reviewing the impact of the updated revenue projections on estimated undiscounted cash flow projections, the Company determined that there was no impairment of the remaining long-lived assets as of December 31, 2020. The Company reduced the fair value of the combined contingent consideration liability from $388,000 at June 30, 2020, to $221,000 at December 31, 2020 due to updated revenue projections, the time value of money, and actual resultssupply chain. We currently have sufficient supply for the year ended December 31, 2020.

The Company may also experience other negative impacts of the COVID-19 outbreak such as the lack of availability of the Company’s key personnel, additional temporary closures of the Company’s office or the facilities of the Company’s business partners, customers, third party service providers or other vendors, the inability to travel to market and sellelectrical component parts within our products, and the interruption of the Company’s supply chain, distribution channels, liquidity and capital or financial markets.

Any disruption and volatility in the global capital markets as a result of the pandemic may increase the Company’s cost of capital and adversely affect the Company’s ability to access financing when and on terms that the Company desires. In addition, a potential recession resulting from the spread of COVID-19 could materially affect the Company’s business, especially if a recession results in higher unemployment causing potential patients to not have access to health insurance.

The ultimate extent to which the COVID-19 pandemic and its repercussions impact the Company’s business will depend on future developments, which are highly uncertain. However, the foregoing and other continued disruptions to the Company’s business as a result of COVID-19 could result in a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.

On March 27, 2020, the President of the United States signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security tax payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property.

On March 11, 2021, the President of the United States signed into law the “American Rescue Plan Act of 2021” (the American Rescue Plan), which included additional economic stimulus and tax credits, including the expansion of the Employee Retention Credit. BioLife continues to examine the impact that the American Rescue Plan will have on its financial condition, results of operations and liquidity.

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We determined that we met the original eligibility requirements per the guidelines original established by the U.S. federal government as part of the CARES Act for the Pursuantdo not foresee constraints to the Paycheck Protection Program (the “PPP”). As such, on April 20, 2020, the Company received $2,175,320 in support from the PPP. Because the U.S. government subsequently changed its position and guidelines related to the PPP and publicly traded companies, the Company repaid the loan on April 29, 2020. As of March 30, 2020, the company started deferring the employer side of social security tax payments. At December 31, 2020, the amount of deferred social security tax payments was $432,000. We will pay back 50% ofreturn over our total deferred payments in 2021 and the remaining 50% in 2022.

In the SciSafe acquisition, the Company acquired a $295,300 loan from the PPP. The loan incurs interest at 1% and is unsecured. Should any portion of the principal of the note not meet the forgiveness provisions, monthly principal and interest payments will be repayable using a monthly amortization schedule starting from the end of the covered period until maturity in October 2022. The Company intends to apply for loan forgiveness in accordance with the loan forgiveness provisions in the legislation; however, there can be no assurance that the Company will obtain full forgiveness of the loans based on the legislation.

supply chain.

Earningsper share

The Company considers its unexercised warrants and unvested restricted shares, which contain non-forfeitable rights to dividends, participating securities, and includes such participating securities in its computation of earnings per share pursuant to the two-classtwo-class method. Basic earnings per share for the two classes of stock (common stock and warrants) is calculated by dividing net income by the weighted average number of shares of common stock and warrants outstanding during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two-classtwo-class method and the treasury stock method, whichever is more dilutive.

In periods when we have a net loss, common stock equivalents are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect.

The following table presents computations of basic and diluted earnings per share under the two-class method:

  

Year Ended December 31,

 

(In thousands, except share and earnings per share data)

 

2020

  

2019

 

Basic earnings (loss) per common share

        

Numerator:

        

Net income (loss)

 $2,667  $(1,657)

Amount attributable to unvested restricted shares

  (135)  0 

Amount attributable to warrants outstanding

  (82)  0 

Net income (loss) allocated to common shareholders

  2,450   (1,657)
         

Denominator:

        

Weighted-average common shares issued and outstanding

  27,306,258   19,460,299 

Basic earnings (loss) per common share

  0.09   (0.09)
         

Diluted earnings (loss) per common share

        

Numerator:

        

Net income (loss)

  2,667   (1,657)

Amount attributable to warrants

  (20)  0 

Less: gain related to change in fair value of warrants

  (3,601)  0 

Diluted loss allocated to common shareholders

  (954)  (1,657)
         

Denominator:

        

Weighted-average common shares issued and outstanding

  27,306,258   19,460,299 

Diluted loss per common share

 $(0.03) $(0.09)

share:

Year Ended December 31,
(In thousands, except share and earnings per share data)202320222021
Basic and diluted loss per common share
Numerator:
Net loss$(66,427)$(139,805)$(8,908)
Net loss attributable to common shareholders(66,427)(139,805)(8,908)
Denominator:
Weighted-average common shares issued and outstanding43,719,18542,481,02738,503,944
Basic and diluted loss per common share$(1.52)$(3.29)$(0.23)
The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive:

  

Year Ended December 31,

 
  

2020

  

2019

 

Stock options and restricted stock awards

  2,131,794   2,564,456 

Warrants

  1,499,953   2,956,039 

Total

  3,631,747   5,520,495 

Year Ended December 31,
202320222021
Stock options and restricted stock awards647,348592,4461,637,745
Warrants——18,204
Total647,348592,4461,655,949
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Cash, cash equivalents, and restricted cash

Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk.

Restricted cash consists entirely of amounts that will be recovered from escrow in relation to the acquisition of SciSafe. The restricted cash is short term in nature, as the Company anticipates to receive the funds within one year of the balance sheet date.

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The following is a summary of the Company’s cash, cash equivalents, and restricted cash total as presented in the Company’s consolidated statementsConsolidated Statements of cash flowsCash Flows for the years ended December 31, 2020 2023 and 2019.

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

 

Cash and cash equivalents

 $90,403  $6,448 

Restricted cash

  53   0 

Total cash, cash equivalents, and restricted cash

 $90,456  $6,448 

2022.

(In thousands)20232022
Cash and cash equivalents$35,407 $19,442 
Restricted cash31 31 
Total cash, cash equivalents, and restricted cash$35,438 $19,473 
Available-for-sale securities
Available-for-sale securities consist of U.S. government securities, corporate debt securities, and other debt securities. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date. Investments with maturities beyond one year may be classified as short-term based on their liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Available-for-sale securities are reported at fair value based on quoted market prices and other observable market data. Unrealized gains and losses are reported as a component of other comprehensive (loss) income, net of any related tax effect. Realized gains and losses and other-than-temporary impairments on investments are included in other income.
Inventories

Inventories relate to the Company’s cell and gene therapy products. The Company values biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. All other inventory is valued at cost or, if lower, net realizable value, using the first-in, first-outfirst-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected revenue volume to cost of product revenue. The Company bases its estimates on expected product revenue volume, production capacity and expiration dates of raw materials, work in process, and finished products. A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. However, during the year ended December 31, 2023, we assessed nonrecurring write-downs of approximately $5.7 million. For additional information, see Note 5: Inventories. Work-in-process and finished products inventories consist of material, labor, outside testing costs and manufacturing overhead.

Accounts receivable

Accounts receivable consist of short-term amounts due from our customers (generally 30 to 90 days) and are stated at the amount we expect to collect. We establish an allowance for doubtful accountscredit losses based on our assessment of the collectability of specific customer accounts. Changes in accounts receivable are primarily due to the timing and magnitude of orders of our products, the timing of when control of our products is transferred to our customers and the timing of cash collections.

Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for doubtful accountscredit losses based on an evaluation of the collectability of customer account balances past due ninety days from the date of invoicing.balances. Accounts considered uncollectible are charged against the established allowance.

Investments

Equity investments
We periodically invest in securities of private companies to promote business and strategic objectives. These investments are measured and recorded as follows:

Non-marketable equity securities are equity securities without a readily determinable fair value. At As of December 31, 2020, 2023 and December 31, 2022, these investments are comprised of $1.5$4.1 million in Series A Preferred Stock in Sexton BioTechnologies, Inc. (“Sexton”), $3.4 million in Series A-1A-1 and A-2A-2 Preferred Stock in iVexSol, Inc. (“iVexSol”), and $995,000 in Series E Preferred Stock in PanTHERA CryoSolutions, Inc. (“PanTHERA”). At December 31, 2019, investments were comprised
In November of $1.5 million in Series A Preferred Stock in Sexton.

The Sexton investment is measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any. The preferred stock is also convertible at our option into common stock at a price of $0.33 per share. In September of 2019, the Company invested $1.0 million in a convertible note receivable of iVexSol, Inc. The Company made an irrevocable election to record this convertible note in its entirety at fair value utilizing the fair value option available under U.S. GAAP. The Company believed that carrying this investment at fair value better portrayed the economic substance of the investment. Under the fair value option, gains and losses on the convertible note are included in unrealized gains/(losses) on investments within net earnings each reporting period. Gains related to the increase in fair value of this convertible note were $1.3 million and zero for the years ended December 31, 2020,and 2019, respectively. The fair value of the note on the date of investment was determined to be equal to its principal amount. Interest income related to this note is recorded separately from other changes in its fair value within interest income each period. In November of 2020, the Company elected to convert thea convertible note from its investment in Sexton, which was fully acquired as of September 1, 2021, into Series A-1A-1 Preferred Stock and invest an additional $1.0 million in Series A-2A-2 Preferred Stock in iVexSol. The Preferred Stock investments in iVexSol are carried at cost minus impairment.

impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of
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the same issuer. Gains related to the increase in fair value of this convertible note were zero, $0.7 million, and zero for the years ended December 31, 2023, 2022, and 2021, respectively.

In November of 2020, the Company invested $995,000 in Class E Preferred Shares in PanTHERA CryoSolutions, Inc. In conjunction with this investment, the Company executed a development and license agreement with PanTHERA under which the Company will make milestone development payments up to $2$2.0 million over the next 24 months in the event that certain milestones are met in exchange for exclusive, perpetual, worldwide marketing and distribution rights to the technology for use in cell and gene therapy applications. In June of 2021, PanTHERA satisfied the first milestone and the Company paid $200,000 in accordance with the agreement. The Preferred Stock investments in PanTHERA are carried at cost minus impairment.

impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of the same issuer.

As of December 31, 2020, 2023, management believes there are no indications of impairment or changes in fair value for the investments in Sexton, iVexSol or PanTHERA.

Property and equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to ten years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining lease term of the respective assets. Gains or losses on disposals of property and equipment are recorded within income from operations. Costs of repairs and maintenance are included as part of operating expenses unless they are incurred in relation to major improvements to existing property and equipment, at which time they are capitalized.

Property

Assets held for rent
Assets held for rent are carried at cost less accumulated depreciation. These assets consist of dedicated storage space, evo shippers and equipmentrelated components in production shippers complete and ready to be deployed and placed in service upon a customer order, shippers in the process of being assembled, and components available to build shippers. Assets utilized to provide dedicated storage space are depreciated over their applicable useful lives once placed in service. Shippers are depreciated over a useful life of three years when in use by customers.
Our customers rent assets per a rental agreement. Each agreement provides for fixed monthly rent. Rental revenue and fees are recognized over the rental term on a straight-line basis. We retain the ownership of the assets rented. At the end of the rental agreement, the customer returns the asset to the Company.
Assets held for rent are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. Carrying values are reviewed for recoverability at the asset grouping level to determine if the facts and circumstances suggest that a potential impairment may have occurred. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset, an impairment could exist and the amount of the impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. There were 0no impairment losses recognized during the years ended December 31, 2020 2023, 2022, and 2019.

2021.

Long-Lived Assets held for rent

Assets held for rent are carried at cost less accumulated depreciation. These

The Company reviews long-lived assets, consist of evo shippersincluding property and related components in production shippers completeequipment, leased assets, and ready to be deployed and placed in service upon a customer order, shippers in the process of being assembled, and components available to build shippers. When the shipper is sent to our customers, we depreciate the cost of the shippers over its estimated usefuldefinite life of three years.

Our customers rent the shippers per a rental agreement. Each agreement provides for fixed monthly rent. Rental revenue and fees are recognized over the rental term on a straight-line basis. We retain the ownership of the shippers and the evo tracking software platform. At the end of the rental agreement, the customer returns the shipper to the Company.

Assets held for rent are reviewedintangible assets for impairment whenever events orand changes in circumstances indicate that their net bookthe carrying value of an asset may not be recoverable. IfIn order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available ("asset group"). An impairment loss is recognized when the sum of the expected futureprojected undiscounted cash flows (undiscounted and before interest) from the use of the assets is less than the net bookcarrying value of the asset an impairment could exist and the amountgroup. The measurement of the impairment loss if any, will generallyto be measured asrecognized is based on the difference between the net bookfair value and the carrying value of the assets and their estimated fair values. There were 0 impairment losses recognized during the years ended December 31, 2020 and 2019.

asset group. Fair value can be determined using a market approach, income approach or cost approach.

Lease accounting

We determine if an arrangement is a lease at inception. Where an arrangement is a lease, we determine if it is an operating lease or a financefinancing lease. At lease commencement, we record a lease liability and corresponding right-of-use (“ROU”)
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asset. Lease liabilities represent the present value of our future lease payments over the expected lease term which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of our lease liability is determined using our incremental collateralized borrowing rate at lease inception. ROU assets represent our right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability for leases with an initial term greater than 12 months. Over the lease term we use the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized to consolidated statement of operations in a manner that results in straight-line expense recognition.

We elected to apply the practical expedient for short-term leases and accordingly do not apply lease recognition requirements for short-term leases.leases with a duration less than twelve months. Instead, we recognize payments related to these arrangements in the consolidated statementConsolidated Statement of operationsOperations as lease costs on a straight-line basis over the lease term.

Warranty
Our standard warranty terms typically extend between one year and seven years from the date of delivery. We adopted ASU 2016-02accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and related ASUs (collectively Accounting Standards Codification (“ASC”) 842) effective January 1, 2019. The adoption of this standard resultedperiodically adjusted to reflect changes in warranty cost over the recording of operating lease right-of-use assets of $1.3 million and short-term and long-term lease liabilities of $1.8 million. We elected the practical expedient to combine lease and non-lease components for all of our leases.

period.

Income taxes

We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not that the asset will not be realized. Our policy for interest and penalties is to recognize interest and penalties as a component of the provision for income taxes in the consolidated statementConsolidated Statement of operations.

Operations.
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We determine any uncertain tax positions based on a determination of whether and how much of a tax benefit taken in the Company’s tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities.

Judgment is applied in the determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2020, 2023, the Company has an unrecordedunrecognized tax benefit of $96,000$2.2 million related to tax attributes being carried forward. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available.

Sales Taxes Payable
The Company records sales tax collected from customers on a net basis, and therefore excludes it from total product, service and rental revenue as defined in ASC 606. Cash collected from customers is recorded in accrued expenses on the Company's Consolidated Balance Sheet and then remitted to the proper taxing authority. In addition, refer to Note 12: Commitments and contingencies for discussion regarding an estimated sales tax liability the Company recorded in relation to historical activity in certain states. As of December 31, 2023, total interest expenses assessed on sales tax liabilities was $0.4 million.
Advertising

Advertising costs are expensed as incurred and totaled $167,000$1.5 million, $0.8 million, and $43,000$0.6 million for the years endedDecember 31,2020 2023, 2022, and 2019,2021, respectively.

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Concentrations of risk

During the years ended December 31, 2023, 2022, and 2021, we derived approximately 16%, 18%, and 17% of our revenue from the same customer, respectively. No other customers accounted for more than 10% of revenues. Revenue from foreign customers is denominated in United States dollars or euros.
Years Ended December 31,
Revenue by major product202320222021
CryoStor39 %36 %33 %
780XLE Freezer19 %22 %22 %
In the years ended December 31, 2020 2023, 2022, and 2019, we derived approximately 13% of our revenue from one customer and 15% of our revenue from one customer, respectively. All revenue from foreign customers are denominated in United States dollars.

In the year ended December 31, 2020, 2021, no suppliers accounted for more than 10% of purchases. In the year ended December 31, 2019, we derived approximately 12% of purchases from 1 supplier.

The following table represents the Company’s total revenue by geographic area (based on the location of the customer):

  

Year Ended December 31,

 

Revenue by customers’ geographic locations

 

2020

  

2019

 

United States

  73

%

  69

%

Canada

  13

%

  16

%

Europe, Middle East, Africa (EMEA)

  12

%

  14

%

Other

  2

%

  1

%

Total revenue

  100

%

  100

%

At

Years Ended December 31,
Revenue by customers’ geographic locations(1)
202320222021
United States(2)
80 %79 %85 %
Europe, Middle East, Africa (EMEA)16 %16 %11 %
Other4 %5 %4 %
Total revenue100 %100 %100 %
(1) During the year ended December 31,2020, 2023, the Company updated its methodology for determining the country of origin for its sales. Sales are now recorded by shipping country rather than billing country. The Company updated the methodology retrospectively, adjusting the prior year presentation for all regions presented.
(2) The line item presented above previously bifurcated sales between the United States and Canada. Due to the updated methodology for determining the country of origin for sales, it was noted that Canada no longer was a material location to separately disclose. Canada sales have been included within the "Other" line item in the table above and United States sales has been retained as its own line item to more accurately reflect origin of sales for material regions.
The following table represents the Company’s long-lived assets by geographic area as of December 31:
(In thousands)20232022
United States$33,378 $42,829 
Netherlands6,952 5,437 
Total$40,330 $48,266 
As of December 31, 2023, one customer accounted for 17%14% of gross accounts receivable. At As of December 31,2019, 2022, two customers accounted for 25%26% of gross accounts receivable. No other customers accounted for more than 10% of our gross accounts receivable. In the years 2020 and 2019, we derived approximately 60% and 74%, respectively,
As of our revenue from CryoStor products.

At December 31, 2020, 2023, one supplier accounted for 21%12% of accounts payable. At As of December 31, 2019, 2 suppliers2022, a different supplier accounted for 24%23% of accounts payable. No other suppliers accounted for more than 10% of our accounts payable.

Research and development

Research and development costs are expensed as incurred.

Stock-based compensation

We measure and record compensation expense using the applicable accounting guidance for share-based payments related to stock options, time-based restricted stock, market-based restricted stock awards and performance-based restricted stock awards granted to our directors and employees. The fair value of stock options, including performance awards, without a market-based condition is determined by using the Black-Scholes option-pricing model. The fair value of restricted stock
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awards with a market condition is estimated at the date of grant using the Monte Carlo Simulation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. In valuing our stock options, significant judgment is required in determining the expected volatility of our common stock. Expected volatility for stock options is based on the historical and implied volatility of our own common stock while the volatility for our restricted stock awards with a market condition is based on the historical volatility of our own stock and the stock of companies within our defined peer group. Further, our expected volatility may change in the future, which could substantially change the grant-date fair value of future awards and, ultimately, the expense we record. The fair value of restricted stock, including performance awards, without a market condition is estimated using the current market price of our common stock on the date of grant.

We expense stock-based compensation for stock options, restricted stock awards, and performance awards over the requisite service period. For awards with only a service condition, we expense stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we expense the grant date fair value over the vesting period regardless of the value that the award recipients ultimately receive.

48
TableWe have, from time to time, modified the terms of Contentsrestricted stock awards awarded to employees. We account for the incremental increase in the fair value over the original award on the date of the modification as an expense for vested awards or over the remaining service (vesting) period for unvested awards. The incremental compensation cost is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification.

Business combinations goodwill and intangible assets

Business Combinations

The Company accounts for business acquisitions using the acquisition method as required by FASB ASC Topic 805, “Business Combinations”Business Combinations.

The Company’s identifiable assets acquired and liabilities, including identified intangible assets, assumed in a business combination are recorded at their acquisition date fair values. The valuation requires management to make significant estimates and assumptions, especially with respect to long-lived and intangible assets. Critical estimates in valuing intangible assets include, but are not limited to:

●

future expected cash flows, including revenue and expense projections;

●

to i) future expected cash flows, including revenue and expense projections; ii) discount rates to determine the present value of recognized assets and liabilities and;

●

revenue volatility to determine contingent consideration using option pricing models

The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. While the Company uses its best estimates and assumptions to value assets acquired and liabilities assumed as of the acquisition date, the estimates are inherently uncertain and subjectand; iii) revenue volatility to refinement.

Goodwill is calculated as thedetermine contingent consideration using option pricing models. The excess of the acquisition price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets.assets is the resulting goodwill. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which these costs are incurred. The results of operations of an acquired business are included in the consolidated financial statements beginning at the acquisition date.

The Company estimates the acquisition date fair value of the acquisition-related contingent consideration using various valuation approaches, including option pricing models, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the contingent consideration is remeasured each reporting period.

During the measurement period, which may be up to one year from the acquisition date, any refinements made to the fair value of the assets acquired, liabilities assumed, or contingent consideration are recorded in the period in which the adjustments are recognized. Upon the conclusion of the measurement period or final determination of the fair value of the assets acquired, liabilities assumed, or contingent consideration, whichever comes first, any subsequent adjustments are recognized in the consolidated statementsConsolidated Statements of operations.

Operations.

Goodwill

Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. Goodwill is not amortized but is tested for impairment at least annually. The Company reviews goodwill for impairment annually atin the end of its fourth fiscal quarter and whenever events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount (a triggering event). The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of aits reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test described in FASB ASC Topic 350, “Intangibles Intangibles – Goodwill and Other”Other. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative goodwill impairment test is unnecessary and goodwill is considered to be unimpaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed with performing the quantitative goodwill impairment test. In performing the quantitative goodwill impairment test, the Company determines the fair value of eachits reporting unit and compares it to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the
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net assets assigned to that unit, goodwill is not impaired. If the carrying value of athe reporting unit exceeds its fair value, the Company records an impairment loss equal to the difference. The Company operates as one reporting unit as of the goodwill impairment measurement date in the fourth quarter of December 31, 2020. 2023. As of December 31, 2020, management believes there are no indicationsthe testing date and the period after that date through the issuance date of impairment.

our financial statements, the Company has observed no indicators of potential goodwill impairment at any point during the period based on its required assessment.

Intangible Assets

assets

Intangible assets consist of developed technology, customer relationships, and tradenames and trademarks, resulting from the Company’s acquisitions. Intangible assetswith a definite life are recorded at fair value on the date of acquisition and amortized over their estimated useful lives onusing the straight-line method and the amortization expense is recorded within intangible asset amortization in the Consolidated Statements of Operations. If the estimate of a straight-line basis. Intangibledefinite-lived intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Definite-lived intangible assets and their related estimated useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequentRefer to Note 2: Impairment of property and equipment and definite-lived intangible assets for further details of impairment charges assessed during the years ended December 31, 2023 and 2022.
Indefinite-lived intangibles are carried at the initially recorded fair value less any recognized impairment. Indefinite-lived intangibles are tested annually for impairment. Impairment assessments are conducted more frequently if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. IfRefer to Note 2: Impairment of property and equipment and definite-lived intangible assets for further details.
Recent accounting pronouncements
As of January 1, 2023, we adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which later was codified as ASC 326 (CECL). In addition to the estimateadoption of an intangible asset’s remaining useful life is changed,ASC 326, the Company adopted the accompanying Accounting Standard Update ("ASU") No. 2022-02, Financial Instruments-Credit Losses(Topic 326): Troubled Debt Restructurings and Vintage Disclosures. Both standards mark a significant change requiring the immediate recognition of estimated credit losses expected to occur over the remaining carrying amountlife of many financial assets. ASU 2022-02 specifically eliminates the intangibleaccounting guidance for troubled debt restructurings and requires disclosure of current-period gross write-offs by year of loan origination. Additionally, ASU 2022-02 updates the accounting for credit losses under ASC 326 and adds enhanced disclosures with respect to loan refinancings and restructurings in the form of principal forgiveness, interest rate concessions, other-than-insignificant payment delays, or term extensions when the borrower is experiencing financial difficulties. ASC 326 is intended to improve financial reporting by corporations by requiring earlier recognition of credit losses on loans from corporations, held-to-maturity (HTM) securities, and certain other financial assets. ASC 326 also amended the impairment guidance for available-for-sale (AFS) debt securities in that it eliminated the Other Than Temporary Impairment (OTTI) impairment model. Under Subtopic ASC 326-30, Financial Instruments—Credit Losses—Available-for-Sale Debt Securities, changes in expected cash flows due to credit on AFS debt securities will be recorded through an allowance, rather than permanent write-downs for negative changes and prospective yield adjustments for positive changes, as required by the current OTTI model. ASC 326 replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is amortized prospectively overoriginated or purchased. For the revised remainingyear ended December 31, 2023, the adoption of ASC 326 did not result in a material effect on the Company’s Consolidated financial statements.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires additional disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information increasing transparency of income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful life.in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company continues to believe that its definitive-lived intangible assets are recoverable at December 31, 2020.

is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.
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Certain warrants which have features that may result in cash settlement

Warrants that include cash settlement features are recorded as liabilities at their estimated fair value at the date of issuance and are remeasured at fair value each reporting period with the increase or decrease in fair value recorded in the consolidated statements of operations. The warrants are measured at estimated fair value using the Black Scholes valuation model, which is based, in part, upon inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions. Inherent in this model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. We estimate the volatility of our common stock at the date of issuance, and at each subsequent reporting period, based on historical volatility that matches the contractual remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on our historical rate, which we anticipate to remain at zero. The assumptions used in calculating the estimated fair value of the warrants represent our best estimates. However, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. The following is our weighted average assumptions used in the Black Scholes calculations of the warrants:

  

Year Ended December 31,

 
  

2020

  

2019

 

Risk free interest rate

  0.1%  1.9%

Expected dividend yield

  0.0%  0.0%

Contractual remaining lives

  0.2   1.7 

Expected volatility

  56.8%  70.3%

Recent accounting pronouncements

In August 2018, November 2023, the FASB issued ASU 2018-13, “FairNo. 2023-07, Improvements to Reportable Segments Disclosures. While ASU 2023-07 requires incremental disclosures, it does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine reportable segments. This ASU is effective for all public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. We do not expect a material impact as a result of adopting this amendment.
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027. No amendments were effective at December 31, 2023. The Company is still currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements.
In June 2022, the FASB issued ASU No. 2022-03,Fair Value Measurements (Topic 820): Fair Value Measurement (Topic 820): Disclosure Framework – Changesof Equity Securities Subject to Contractual Sales Restrictions (“ASC Topic 820”). The FASB issued ASU 2022-03 to (1) clarify the Disclosure Requirements forguidance in Topic 820, Fair Value Measurement.” ASU 2018-13 includes amendments that aim to improveMeasurement, when measuring the effectiveness of fair value measurement disclosures.of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity related securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years with early adoption permitted. We are evaluating when to adopt the amendments in ASU 2022-03. We do not expect a material impact as a result of adopting this amendment.
In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance modifyfor troubled debt restructurings and requires disclosure of current-period gross write-offs by year of loan origination. Additionally, ASU 2022-02 updates the disclosure requirements on fair value measurements based onaccounting for credit losses under ASC 326 and adds enhanced disclosures with respect to loan refinancings and restructurings in the concepts in FASB Concepts Statement, “Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements,” includingform of principal forgiveness, interest rate concessions, other-than-insignificant payment delays, or term extensions when the consideration of costs and benefits. The amendments becomeborrower is experiencing financial difficulties. ASU 2022-02 is effective for the Company in the year ending fiscal years beginning after December 31, 2020 15, 2022 and early adoption is permitted. The Company adopted this guidance January 1, 2020. The adoptionand it did not have a material impact on the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

Consolidated Financial Statements.
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In December 2019, November 2021, the FASB issued ASU 2019-12, “Income TaxesNo. 2021-10, Government Assistance (Topic 740) – Simplifying832): Disclosures by Business Entities about Government Assistance, to increase the Accounting for Income Taxes.” ASU 2019-12 simplifiestransparency of government assistance including the disclosure of the types of assistance an entity receives, an entity’s method of accounting for income taxes by removing certain exceptions to the general principles in Topic 740, including, but not limited to, the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, the exceptions related to the recognition of a deferred tax liability related to an equity method investmentgovernment assistance, and the exception to methodology for calculating income taxeseffect of the assistance on an entity’s financial statements. The guidance in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 becomesthis update will be effective for fiscal years beginning after December 15, 2023, with early application of the Companyamendments allowed. The amendments are to be applied prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the year ended December 31, 2021, including interim periods. Duedate of initial application and new transactions that are entered into after the date of initial application or, retrospectively to the full valuation allowance on the Company’s net deferred tax assets, thethose transactions. The Company is currently expecting no materialevaluating the impact from the adoption of ASU 2019-12this standard on its consolidated financial statements.

In June 2016, October 2021, the FASB issued ASU No.2016-13, “Financial Instruments – Credit Losses 2021-08, Business Combinations (Topic 326)805): Measurement of Credit Losses on Financial Instruments.”Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update amends guidance to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For Smaller Reporting Companies as defined by the SEC, ASU 2016-132021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impactEarly adoption of the guidance on its financial statements. 

In August 2018, the FASB issued ASU No.2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurredamendments is permitted including adoption in a Cloud Computing Arrangement That Is a Service Contract”, which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, includingan interim periods within those fiscal years.period. The Company adopted this guidance January 1, 2020 and there was noit did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and,
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particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848. This update extends the sunset provision of ASU 2020-04 to December 31, 2024. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance.
2. Impairment of property and equipment and definite-lived intangible assets

Impairment testing as of September 30, 2023

Subsequent to the second quarter of 2023, the Company began to initially seek divestment of its consolidatedFreezer Business. The announcement, coupled with broader economic uncertainty leading to reductions in spending across the biopharma industry and the Company's customer base constituted interim triggering events that required further analysis with respect to potential impairment to goodwill, indefinite-lived intangibles, and its long-lived asset groups. The Company performed an interim quantitative impairment test as of the September 30, 2023 balance sheet date.

To assess any potential impairment of goodwill, the Company compared the carrying value of its single reporting unit against its market capitalization, noting that the market capitalization exceeded the carrying value. As such, goodwill was not impaired as of September 30, 2023.

As a part of the interim quantitative impairment analysis performed, the Company determined that decreases in the market price of the GCI long-lived asset group and historical operating cash flow losses for both GCI and CBS were indicative of potential impairment. The recoverability tests performed over the asset groups of the Freezer Business resulted in a $9.7 million non-cash impairment charge over property and equipment and a $5.8 million non-cash impairment charge over definite-lived intangible assets.

In order to determine the fair value of the property and equipment, acquired technology, customer relationships, and tradename definite-lived intangible assets, the Company utilized the market approach and discounted cash flow analyses to determine if the recoverability of the Freezer Business asset groups were above its carrying value. The key assumptions associated with determining the estimated fair value include (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset. As a result of the analysis, we recognized non-cash impairment charges of $9.7 million, $3.1 million, $0.2 million, and $2.5 million during the period ended September 30, 2023 for the property and equipment, acquired technology, customer relationships, and tradename definite-lived intangible assets, respectively, which represents the difference between the estimated fair value of the Company’s definite-lived intangible assets and their carrying values.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of the Company’s reporting unit and definite-lived intangible assets requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include projected future revenue growth rates, EBITDA margins, terminal growth rates, discount rates, royalty rates and other market factors. If current expectations of future growth rates, margins and cash flows are not met, or if market factors outside of our control change significantly, then our reporting unit, indefinite-lived intangible assets, and definite-lived intangible assets might become impaired in the future, negatively impacting our operating results and financial statements.

position. As the carrying amounts of the Company’s definite-lived intangible assets were impaired as of September 30, 2023 and written down to fair value, those amounts are more susceptible to an impairment risk if there are unfavorable changes in assumptions and estimates.

2.

Fair Value Measurement

Impairment testing during the year ended December 31, 2022
In the six months ended June 30, 2022, the Company experienced a significant decline in its market capitalization. In July 2022, the Company abandoned an in-process research and development project within the asset group acquired in the acquisition of Global Cooling and revised its forecasts for net income and net cash flows to be generated by that asset group. The Company determined that these three events constituted interim triggering events that required further analysis with respect to potential impairment to goodwill, indefinite-lived intangibles, and definite-lived intangibles. The Company performed an interim quantitative impairment test as of the June 30, 2022 balance sheet date.
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To assess any potential impairment of goodwill, the Company compared the carrying value of its single reporting unit against its market capitalization, noting that the market capitalization exceeded the carrying value. As such, goodwill was not impaired as of June 30, 2022.
Additionally, the Company annually performs an impairment assessment as of October 1. To assess any potential impairment of goodwill, the Company compared the carrying value of its single reporting unit against its market capitalization, noting that the market capitalization exceeded the carrying value. As such, goodwill was not impaired as of October 1, 2022.
In order to determine the fair value of our indefinite-lived intangible assets acquired from Global Cooling, which included an in-process research and development project, the Company utilized a discounted cash flow analysis. In order to determine the fair value of our in-process research and development intangible assets not related to the abandoned project, the Company utilized an average of a discounted cash flow analysis and comparable public company analysis. The key assumptions associated with determining the estimated fair value for both asset groups include projected future revenue growth rates, earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, the terminal growth rate, and the discount rate. As a result of the changes in these assumptions in addition to the abandonment of the aforementioned in-process research and development project, we recognized a $67.4 million non-cash impairment charge during the year-ended December 31, 2022 in the line item Asset impairment charges in the Company's Consolidated Statements of Operations, which represents full impairment of the carrying value of the Company’s in-process research and development intangible asset.
In order to determine the fair value of the acquired technology, customer relationships, tradename, and non-compete definite-lived intangible assets, the Company utilized the excess earnings approach, distributor method, relief from royalty method, and with and without approach, respectively. The key assumptions associated with determining the estimated fair value include (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset. As a result of the analysis, we recognized non-cash impairment charges of $14.1 million, $6.2 million, $21.9 million, and $0.8 million during the year-ended December 31, 2022 for the acquired technology, customer relationships, tradename, and non-compete definite-lived intangible assets, respectively, in the line item Asset impairment charges in the Company's Consolidated Statements of Operations, which represents the difference between the estimated fair value of the Company’s definite-lived intangible assets and their carrying values.
3.    Fair value measurement
In accordance with FASB ASC Topic 820, “FairFair Value Measurements and Disclosures”, (“ASC Topic 820”), the Company measures its cash and cash equivalents and investmentsfinancial instruments at fair value on a recurring basis. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of their short maturities. The carrying value of our marketable debt securities, which are accounted for as available-for-sale, are classified within either Level 1 or Level 2 in the fair value hierarchy because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The carrying values of our long-term debt, which is classified within Level 2 in the fair value hierarchy, approximates fair value as our borrowings with lenders are at interest rates that approximate market rates for comparable loans. The fair values of investments and contingent consideration classified as Level 3 were derived from management assumptions. The Company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tierthree-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3 – Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

For the investment in iVexSol convertible debt that was converted to Series A-1 preferred stock in November 2020, the significant Level 3 inputs were the expected term of the instrument, the underlying credit worthiness of iVexSol and the valuation of various embedded features in the note, which were based on future financings of iVexSol. We considered a range of probability-weighted financing or payoff settlements between 5% and 50% with outcomes occurring over a range of 1 to 2 years. The estimated market interest rate of approximately 8.0% was based on an average of indexes of below investment grade debt. The market rate was calibrated to the rate implied in the original issuance in September 2019 and adjusted for changes in market rates quarterly. Certain assumptions used in estimating the fair value of the convertible debt were uncertain by nature. Actual results may differ materially from estimates.

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The fair value of the AsteroSciSafe contingent consideration liability was initially valued based on unobservable inputs using a Black-Scholes valuation model.Monte Carlo simulation. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 17.5%4.5%, a risk-free rates between 2.29% and 2.41%rate of approximately 0.2%, asset volatility of 60%, and revenue volatility of 56%15%. Significant increases (decreases)changes in any of those inputs in isolation would result in a significantly higher (lower)significant changes in fair value measurement. Generally, changes used in the assumptions for projected future revenue and revenue volatility would be accompanied by a directionally similar change in the fair value measurement. Conversely, changes in the discount rate would be accompanied by a directionally opposite change in the related fair value measurement. However, due to the contingent consideration having a maximum payout amount, changes in these assumptions would not affect the fair value of the contingent consideration if they increase (decrease) beyond certain amounts. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is re-measured to fair value with changes recorded in the change in fair value of contingent consideration in the consolidated statements of operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2020, the Company used a discount rate of 11.0%, a risk-free rate of 0.11% and revenue volatility of 76.6%. This contingent consideration liability is presented in the Consolidated Balance Sheet at December 31, 2020 and 2019 in the amount of $81,000 and $1.1 million, respectively. Certain assumptions used in estimating the fair value of the contingent consideration are uncertain by nature. Actual results may differ materially from estimates.

The fair value of the CBS contingent consideration liability was initially valued based on unobservable inputs using a Monte Carlo simulation. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 26.0%, a risk-free rate of approximately 1.74% and revenue volatility of 70%. Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Generally, changes used in the assumptions for projected future revenue and revenue volatility would be accompanied by a directionally similar change in the fair value measurement. Conversely, changes in the discount rate would be accompanied by a directionally opposite change in the related fair value measurement. However, due to the contingent consideration having a maximum payout amount, changes in these assumptions would not affect the fair value of the contingent consideration if they increase (decrease) beyond certain amounts. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is re-measured to fair value with changes recorded in the change in fair value of contingent consideration in the consolidated statements of operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2020, the Company used a discount rate of 21.0%, a risk-free rate of 0.23% and revenue volatility of 63%. This contingent consideration liability is presented in the Consolidated Balance Sheet at December 31, 2020 and 2019 in the amount of $140,000 and $856,000, respectively. Certain assumptions used in estimating the fair value of the contingent consideration are uncertain by nature. Actual results may differ materially from estimates.

The fair value of the SciSafe contingent consideration liability was initially valued based on unobservable inputs using a Monte Carlo simulation. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 4.5%, a risk-free rate of approximately 0.20%, asset volatility of 60%, and revenue volatility of 15%. Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Generally, changes used in the assumptions for projected future revenue and revenue volatility would be accompanied by a directionally similar change in the fair value measurement. Conversely, changes in the discount rate would be accompanied by a directionally opposite change in the related fair value measurement. However, due to the contingent consideration having a maximum payout amount, changes in these assumptions would not affect the fair value of the contingent consideration if they increase (decrease)vary beyond certain amounts. At the acquisition date, the contingent consideration was determined to have a fair value of $3.7 million. Subsequent to the acquisition date, the contingent consideration liability was re-measured to fair value with changes recorded in the changeChange in fair value of contingent consideration line item in the consolidated statementsConsolidated Statements of operations. Operations.

During the most recent re-measurement of the contingent consideration liability as of December 31, 2020, 2023, the Company used a discount ratedetermined it appropriate to write-off the remaining balance of 4.5%, a risk-free rate of approximately 0.22%, asset volatility of 61%,the SciSafe contingent consideration liability. The target revenue required for earnout was not met during the year ended December 31, 2023 and revenue volatility of 15%.has been determined to not be probable to achieve in future years. This contingent consideration liability is presentedwas included in the Consolidated Balance Sheet at Sheets as of December 31, 2020 2022 in the amount of $6.9$4.3 million. The changechanges in fair value of contingent consideration of $3.3$2.1 million and $5.6 million associated with this liability is presentedare included within the consolidated statementsChange in Fair Value of operationsContingent Consideration in the Consolidated Statements of Operations for the yearyears ended December 31, 2020. Certain assumptions used in estimating the fair value of the contingent consideration are uncertain by nature. Actual results may differ materially from estimates.

For the warrant liability, the significant Level 3 inputs include the contractual remaining term of the warrants2023 and the volatility of the Company’s common stock. For the estimated term of the warrants, we used the actual terms of the warrants, which are all currently less than one year. For the volatility off the Company’s stock we used historical volatility for the remaining term of each warrant. These amounts ranged from 56.8% to 84.6% during the year ended December 31, 2020. We did not make any adjustments to the historical volatility. Certain assumptions used in estimating the fair value of the warrants are uncertain by nature. Actual results may differ materially from estimates.

2022, respectively.

There were no remeasurements to fair value during the year ended December 31, 2020 2023 of financial assets and liabilities that are not measured at fair value on a recurring basis.

The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 2023 and December 31, 2019, 2022, based on the three-tierthree-tier fair value hierarchy:

(In thousands)

As of December 31, 2020

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Money market accounts

 $90,403  $0  $0  $90,403 

Total

  90,403   0   0   90,403 

Liabilities:

                

Contingent consideration - business combinations

  0   0   7,152   7,152 

Warrant liability

  0   0   2,780   2,780 

Total

 $0  $0  $9,932  $9,932 

As of December 31, 2023Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market accounts$25,034 $— $— $25,034 
Available-for-sale securities:
U.S. government securities5,170 — — 5,170 
Corporate debt securities— 9,674 — 9,674 
Other debt securities— 1,992 — 1,992 
Total30,204 11,666 — 41,870 
As of December 31, 2022Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market accounts$11,416 $— $— $11,416 
Available-for-sale securities:
U.S. government securities15,051 — — 15,051 
Corporate debt securities— 26,047 — 26,047 
Other debt securities— 3,494 — 3,494 
Total26,467 29,541 $— 56,008 
Liabilities:
Contingent consideration - business combinations— — 4,456 4,456 
Total$— $— $4,456 $4,456 
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As of December 31, 2019

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Money market accounts

 $6,448  $0  $0  $6,448 

Convertible debt held at fair value

  0   0   1,000   1,000 

Total

  6,448   0   1,000   7,448 

Liabilities:

                

Contingent consideration - business combinations

  0   0   1,914   1,914 

Warrant liability

  0   0   39,602   39,602 

Total

 $0  $0  $41,516  $41,516 

The fair values of money market funds classified as Level 1 were derived from quoted market prices as active markets for these instruments exist. The fair values of investments and contingent consideration classified as Level 3 were derived from management assumptions (see Note 1 – “Organization and Significant Accounting Policies.”)

There have been no transfers of assets or liabilities between the fair value measurement levels.

The following table presents the changes in fair value of convertible debt investments which are measured using Level 3 inputs at December 31, 2020 and 2019:

(In thousands)

 

2020

  

2019

 

Beginning balance

 $1,000  $0 

Purchases

  0   1,000 

Change in fair value recognized in net income

  1,319   0 

Recognition of accrued interest in fair value upon conversion

  58   0 

Conversion of convertible debt to preferred stock

  (2,377)  0 

Total

 $0  $1,000 

The following table presents the changes in fair value of contingent consideration liabilities which are measured using Level 3 inputs at for the years ended December 31, 2020 2023, 2022, and 2019:

(In thousands)

 

2020

  

2019

 

Beginning balance

 $1,914  $0 

Additions

  3,663   2,347 

Change in fair value recognized in net income

  1,575   50 

Payments earned, reclassified to accrued liabilities

  0   (483)

Total

 $7,152  $1,914 

2021:

Year Ended December 31,
(In thousands)202320222021
Balance at beginning of period$4,456 $10,027 $7,152 
Change in fair value recognized in net loss(2,193)(4,754)2,875 
Payment of contingent consideration earned(2,263)(817)— 
Balance at end of period$— $4,456 $10,027 
The following table presents the changes in fair value of warrant liabilities which are measured using Level 3 inputs at for the year ended December 31, 2020 2021:
(In thousands)2021
Balance at beginning of period2,780 
Exercised warrants(2,901)
Change in fair value recognized in net loss121 
Balance at end of period$— 
There was no warrant liability activity as of December 31, 2023 and 2019:

(In thousands)

 

2020

  

2019

 

Beginning balance

 $39,602  $28,516 

Exercised warrants

  (33,221)  (1,749)

Change in fair value recognized in net income

  (3,601)  12,835 

Total

 $2,780  $39,602 

2022.

3.

Inventories

4.    Investments
Available-for-sale securities
The Company’s portfolio of available-for-sale marketable securities consists of the following:
December 31, 2023
Amortized
Cost		Gross unrealizedEstimated
Fair Value
(In thousands)GainsLosses
Available-for-sale securities, current portion
U.S. government securities$5,169 $1 $— $5,170 
Corporate debt securities9,673 5 (4)9,674 
Other debt securities1,443 1 — 1,444 
Total short-term16,285 7 (4)16,288 
Available-for-sale securities, long-term
Other debt securities545 3 — 548 
Total available-for-sale securities$16,830 $10 $(4)$16,836 
(In thousands)Amortized
Cost		Estimated
Fair Value
Due in one year or less$16,285 $16,288 
Due after one year through five years545 548 
Total$16,830 $16,836 
There were no outstanding available-for-sale marketable securities as of December 31, 2022.
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As of December 31, 2023, none of our available-for-sale marketable securities exhibited risk of credit loss and therefore no allowance for credit losses was recorded.
Equity investments
The Company periodically invests in non-marketable equity securities of private companies without a readily determinable fair value to promote business and strategic objectives. The non-marketable equity securities are carried at cost minus impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of the same issuer. These securities included Series A-1 and A-2 Preferred Stock in iVexSol, Inc. with a fair value of $4.1 million as of December 31, 2023 and December 31, 2022, and Series E Preferred Stock in PanTHERA CryoSolutions, Inc. with a fair value of $995,000 as of December 31, 2023 and December 31, 2022.
5.    Inventories
Inventories consist of the following at as of December 31,2020 2023and 2019:

(In thousands)

 

2020

  

2019

 

Raw materials

 $2,855  $2,979 

Work in progress

  2,006   1,896 

Finished goods

  6,741   6,097 

Total

 $11,602  $10,972 

2022:
(In thousands)20232022
Raw materials$26,219 $20,950 
Work in progress7,128 5,680 
Finished goods10,109 8,274 
Total$43,456 $34,904 
During the year ended December 31, 2023, the Company recorded a $5.7 million inventory write-down for potentially unusable products. The products consisted of slow moving inventory, product defects, and supplier defects in raw materials.
6.    Leases
We have various operating lease agreements for office space, warehouses, manufacturing, and production locations as well as vehicles and other equipment. Our real estate leases had original lease terms of three to eleven years and remaining lease terms of one to eight years. We exclude options that are not reasonably certain to be exercised from our lease terms, ranging from one to five years. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms, with all other lease payments consisting of variable lease costs. For certain leases, we receive incentives from our landlords, such as rent abatements, which effectively reduce the total lease payments owed for these leases. Vehicle and other equipment operating leases had original lease terms of four and five years and have remaining lease terms between one and five years.
Our financing leases relate to research equipment, machinery, and other equipment.
The table below presents certain information related to the weighted average discount rate and weighted average remaining lease term for the Company’s leases as of December 31, 2023 and 2022:
20232022
Weighted average discount rate - operating leases4.3 %4.2 %
Weighted average discount rate - finance leases8.3 %6.1 %
Weighted average remaining lease term in years - operating leases6.47.2
Weighted average remaining lease term in years - finance leases4.12.0
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The components of lease expense for the years ended December 31, 2023, 2022, and 2021 were as follows:

Year Ended December 31,
(In thousands)202320222021
Operating lease costs$3,515 $3,701 $2,817 
Financing lease costs420 174 166 
Short-term lease costs2,037 2,141 1,727 
Total operating lease costs5,972 6,016 4,710 
Variable lease costs1,292 1,104 749 
Total lease expense$7,264 $7,120 $5,459 

4.

Assets held for rent

Maturities of our lease liabilities as of December 31, 2023 are as follows:
(In thousands)Operating LeasesFinancing Leases
2024$3,400 $487 
20252,960 424 
20262,655 389 
20272,280 386 
20282,042 134 
Thereafter4,896 — 
Total lease payments18,233 1,820 
Less: interest(2,231)(275)
Total present value of lease liabilities$16,002 $1,545 
7.    Assets held for rent
Assets held for rent consist of the following at as of December 31, 2020 2023 and 2019:

(In thousands)

 

2020

  

2019

 

Shippers placed in service

 $3,171  $3,073 

Accumulated depreciation

  (411)  (174)

Net

  2,760   2,899 

Shippers and related components in production

  1,945   1,023 

Total

 $4,705  $3,922 

2022:

(In thousands)20232022
Shippers placed in service$9,866 $7,671 
Fixed assets held for rent1,468 4,686 
Accumulated depreciation(6,272)(4,952)
Net5,062 7,405 
Shippers and related components in production2,651 1,659 
Total$7,713 $9,064 
Shippers and related components in production include shippers complete and ready to be deployed and placed in service upon a customer order, shippers in the process of being assembled, and components available to build shippers. We recognized $671,000$3.5 million, $3.5 million, and $174,000$1.9 million in depreciation expense related to assets held for rent during the yearyears ended December 31, 2020 2023, 2022, and 2019,2021, respectively.

67

5.

Leases

We lease approximately 32,106 square feet in our Bothell, Washington headquarters. In November

Table of 2020, the Company entered into an amendment to the current lease agreement associated with this facility to extend the termContents
8.    Property and equipment
Property and equipment consist of the lease until July 31, 2031. The amendment included a $2.6 million tenant allowance that the Company expects to receivefollowing as improvements are made between 2021 and 2023. This lease includes two options to extend the term of the lease, each of which is for an additional period of five years, with the first extension term commencing, if at all, on August 1, 2031, and the second extension term commencing, if at all, immediately following the expiration of the first extension term. In accordance with the amended lease agreement, our monthly base rent is approximately $65,000 at December 31, 2020, with scheduled annual increases each August. We are also required to pay an amount equal to the Company’s proportionate share of certain taxes2023 and operating expenses.

We lease approximately 3,460 square feet in our Menlo Park, California location. The term of our lease continues until December 31, 2021. In accordance with the lease agreement, the monthly base rent is approximately $11,000 at December 31, 2020. We are also required to pay an amount equal to the Company’s proportionate electrical expenses2022:

(In thousands)20232022
Property and equipment
Leasehold improvements$5,913 $5,249 
Furniture and computer equipment820 1,908 
Manufacturing and other equipment19,893 20,557 
Construction in-progress3,953 5,095 
Subtotal30,579 32,809 
Less: Accumulated depreciation(9,502)(9,171)
Property and equipment, net$21,077 $23,638 
Depreciation expense for property and common area maintenance fees.

We lease approximately 9,932 square feet in our Albuquerque, New Mexico location. The term of our lease continues until December 31, 2021 with two options to extend the terms of the lease, each of which is for an additional period of three years, with the first extension term commencing, if at all, on December 1, 2021, and the second extension term commencing, if at all, December 1, 2024. In accordance with the lease agreement, the monthly base rent is approximately $9,000 at December 31, 2020, with an increase at the beginning of each extension term if the lease term is extended.

We lease approximately 106,998 square feet in our Detroit, Michigan location under a month-to-month arrangement. The monthly base rent is approximately $35,000 at December 31, 2020.

The Company leases approximately 32,500 square feet at two locations in the United States. The terms of the two leases go through March 31, 2024 and January 31, 2023, respectively, and have no options to extend the terms. In accordance with the first lease, the Company’s monthly base rent is approximately $13,000 at December 31, 2020, with scheduled increases each April. In accordance with the second lease, the Company’s monthly base rent is approximately $8,000 at December 31, 2020, with a one-time scheduled increase in February 2021. For each lease, the Company is also required to pay an amount equal to the Company’s proportionate share of certain taxes and operating expenses.

The Company also leases approximately 16,153 square feet in the United States. The term of the lease continues until June 30, 2024 and has no option to extend the term. In accordance with the amended lease agreement, the Company’s monthly base rent is approximately $13,000 at December 31, 2020, with scheduled increases each July. The Company is also required to pay an amount equal to the Company’s proportionate share of certain taxes and operating expenses.

Operating leases recorded on our consolidated balance sheet are primarily related to our Bothell, Washington headquarters space lease and our SciSafe space leases in the United States. We have not included extension options in our ROU assets or lease liabilities as we are not reasonably certain we will enter into the renewal options in their current terms. Our Detroit, Michigan and Menlo Park, California lease are not recorded on our consolidated balance sheet as the term expires in one year or less.

Our financing lease is related to research equipment machinery, and other equipment.

We used a weighted average discount rate of 3.3% as of December 31, 2020 and 6.5% as of December 31, 2019, our market collateralized borrowing rate; and 5.7% as of December 31, 2020 and 8.1% as of December 31, 2019, the weighted average implied interest on our leases, to determine our operating and financing lease liabilities, respectively. The weighted average remaining term of our operating and financing leases are 9.4 years as of December 31, 2020 and 1.8 years as of December 31, 2019; and 2.6 years as of December 31, 2020 and 1.2 years as of December 31, 2019, respectively. As a result of the Company entering into an amendment to the Bothell lease agreement, operating right of use asset and operating lease liability balances increased by a total of $7.9 million. Through the SciSafe acquisition, we acquired $1.3was $3.6 million, in operating lease right of use assets and operating lease liabilities. Cash paid for amounts included in the measurement of operating lease liabilities (all operating cash flows) in the years ended December 31, 2020 and 2019 were $1.3$3.3 million, and $778,000, respectively.

The components of lease expense$2.9 million for the years ended December 31, 2020 2023, 2022, and 2019 were2021, respectively.

9.    Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following as of December 31, 2023 and 2022:
(In thousands)20232022
Accrued expenses$6,909 $3,128 
Accrued taxes562 975 
Accrued compensation3,800 5,080 
Deferred revenue, current661 548 
Other— 51 
Total accrued expenses and other current liabilities$11,932 $9,782 
10.    Warranty reserve liability
We reserve estimated exposures on known claims, as well as on a portion of anticipated claims, for product warranty and rework cost, based on historical product liability claims. Claim costs are deducted from the accrual when paid. Factors that could have an impact on the warranty accrual in any given period include the following: changes in manufacturing quality, changes in product costs, changes in product mix and any significant changes in sales volume.
A rollforward of our warranty liability is as follows:

(In thousands)

 

2020

  

2019

 

Operating lease costs

 $839  $612 

Short-term lease costs

  277   51 

Total operating lease costs

  1,116   663 
         

Variable lease costs

  357   299 

Total lease expense

 $1,473  $962 

(In thousands)202320222021
Balance at beginning of period$8,312 $9,398 $212 
Warranty reserve acquired in the acquisition of Global Cooling— — 3,353 
Provision for warranties⁽¹⁾3,351 4,463 10,989 
Settlements of warranty claims⁽¹⁾(3,805)(5,549)(5,156)
Balance at end of period$7,858 $8,312 $9,398 
(1)Both the Provision for warranties and Settlements of warranty claims balances include reclassifications of $1.6 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively, to reflect changes in warranty utilization on pre-existing claims.
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11.    Goodwill and intangible assets

Maturities of our lease liabilities as of December 31, 2020 is as follows:

(In thousands)

 

Operating

Leases

  

Financing

Leases

 

2021

 $1,442  $9 

2022

  1,341   7 

2023

  1,207   6 

2024

  1,023   0 

2025

  924   0 

Thereafter

  5,685   0 

Total lease payments

  11,622   22 

Less: interest

  (1,758)  (2)

Total present value of lease liabilities

 $9,864  $20 

Goodwill

6.

Goodwill and Intangible Assets

Goodwill

The following table represents the changes incomponents of the carrying value of goodwill for the year ended December 31, 2020:

(In thousands)

 

Goodwill

 

Balance as of December 31, 2018

 $0 

Goodwill related to Astero acquisition

  9,515 

Goodwill related to SAVSU acquisition

  21,037 

Goodwill related to CBS acquisition

  3,085 

Balance as of December 31, 2019

  33,637 

Correction of an error related to CBS goodwill

  (131)

Goodwill related to SciSafe acquisition

  24,943 

Balance as of December 31, 2020

 $58,449 

We adjusted goodwill from the CBS Acquisition related to an immaterial error of $131,000 in payables that were paid during closing and incorrectly recorded as liabilities in our purchase price accounting as of December 31, 2019. We reduced our goodwill and accounts payable by $131,000.

2023:

(In thousands)Goodwill
Balance as of December 31, 2020$58,449 
Goodwill related to Global Cooling acquisition137,822 
Goodwill related to Sexton acquisition28,470 
Balance as of December 31, 2023 and 2022$224,741 
Intangible Assets

assets

Intangible assets, net consisted of the following at as of December 31, 2020 2023 and 2019:

(In thousands, except weighted average useful life)

 

December 31, 2020

     

Finite-lived intangible assets:

 

Gross Carrying Value

  

Accumulated Amortization

  Net Carrying Value  

Weighted Average Useful Life (in years)

 

Customer Relationships

 $8,220  $(330) $7,890   12.8 

Tradenames

  6,610   (508)  6,102   14.0 

Technology - acquired

  19,670   (3,232)  16,438   7.1 

Non-compete agreements

  660   (41)  619   3.8 

Total intangible assets

 $35,160  $(4,111) $31,049   9.7 

  

December 31, 2019

     
  

Gross Carrying Value

  

Accumulated Amortization

  

Net Carrying Value

  

Weighted Average Useful Life (in years)

 

Customer Relationships

 $800  $(51) $749   5.6 

Tradenames

  2,590   (123)  2,467   8.1 

Technology - acquired

  19,020   (904)  18,116   8.4 

In-process R&D⁽¹⁾

  650   0   650   9.0 

Total intangible assets

 $23,060  $(1,078) $21,982   8.3 

(1)

In-process R&D represents the fair value of incomplete research and development that had not yet reached technological feasibility as of December 31, 2019. In the second quarter of 2020, the asset reached technological feasibility and was placed in service.

2022:
(In thousands, except weighted average useful life)December 31, 2023
Intangible assets:Gross Carrying ValueAccumulated AmortizationNet Carrying ValueWeighted Average Useful Life
(in years)
Customer Relationships(1)
$9,936 $(4,217)$5,719 10.7
Tradenames(1)
8,134 (2,077)6,057 11.3
Technology - acquired(1)
18,372 (9,123)9,249 4.1
Non-compete agreements750 (626)124 0.8
Total intangible assets$37,192 $(16,043)$21,149 7.3
55
Table(1) The entirety of Contentsthe gross carrying values and accumulated amortization of the specified intangible assets above associated with the Freezer Business were impaired during the three months ended September 30, 2023. Refer to Note 2: Impairment of property and equipment and definite-lived intangible assets for more information on the assessed non-cash impairment charges.
December 31, 2022
Intangible assets:
Gross Carrying Value(1)
Accumulated Amortization(1)
Net Carrying Value
Weighted Average Useful Life
(in years)(1)
Customer Relationships$10,496 $(3,328)$7,168 8.8
Tradenames11,328 (1,794)9,534 11.8
Technology - acquired23,802 (8,705)15,097 5.3
Non-compete agreements750 (461)289 1.8
Total intangible assets$46,376 $(14,288)$32,088 8.0

(1) Both the Gross Carrying Value and Accumulated Amortization balances as of December 31, 2022 contain immaterial adjustments to reflect impairments taken during the year ended December 31, 2022 on each of the intangible asset classes presented here. Each intangible asset class was adjusted as follows: Customer relationships: $0.8 million; Tradenames: $2.4 million, Technology - acquired: $4.1 million, Non-compete agreements: $0.4 million. The Weighted Average Useful Life was additionally adjusted to reflect the updated balances subsequent to the impairment charges.
Impairment expense for both finite and indefinite-lived intangible assets was $5.8 million, $110.4 million, and zero for the years ended December 31, 2023, 2022, and 2021, respectively. Amortization expense for finite-lived intangible assets was $3.0
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$5.2 million, $9.7 million, and $1.1$8.2 million for the yearyears ended December 31, 2020 2023, 2022, and 2019,2021, respectively. In-process research and development was put into service in the second quarter of 2020. As of December 31, 2020, 2023, the Company expects to record the following amortization expense:

(In thousands)

    

For the Years Ended December 31,

 

Estimated

Amortization

Expense

 

2021

 $3,731 

2022

  3,731 

2023

  3,701 

2024

  3,635 

2025

  3,463 

Thereafter

  12,788 

Total

 $31,049 

(In thousands)
For the Years Ending December 31,Estimated
Amortization
Expense
2024$3,602 
20253,468 
20263,358 
20272,605 
20281,500 
Thereafter6,616 
Total$21,149 

7.

Income Taxes


12.    Commitments and contingencies
Employment agreements
We have employment agreements with certain key employees. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The provision (benefit)agreements provide for income taxes consistsa base annual salary, payable in monthly (or shorter) installments. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the following:

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

 

Federal

 $0  $0 

State

  33   0 

Total current tax provision

  33   0 
         

Federal

  (3,297)  (1,541)

State

  0   0 

Total deferred tax provision

  (3,297)  (1,541)
         

Provision (benefit) for income taxes

 $(3,264) $(1,541)

In connection withofficer or upon the 2020 SciSafe Acquisition,officer resigning for good reason.

Litigation
From time to time, the Company recognized a deferred tax liabilityis subject to various legal proceedings that arise in the ordinary course of $3.3 million on acquired intangible assets.business, none of which are currently material to the Company’s business. The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation.
Indemnification
As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain errors and occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of December 31, 2023.
Non-income related taxes
Companies are required to collect and remit sales tax from certain customers if the company is determined to have nexus in a particular state. Upon the determination of nexus, which varies by state, companies are additionally required to maintain detailed record of specific product and customer information within each jurisdiction in which it has established nexus to appropriately determine their sales tax liability, requiring technical knowledge of each jurisdiction’s tax case law. During the year ended December 31, 2022, the Company determined that a sales tax liability related to the periods of 2019 through 2022 is probable. The estimated liability was determined to be approximately $5.4 million and $3.7 million as of December 31, 2023 and December 31, 2022, respectively. Due to the variety of jurisdictions in which this estimated liability relates to and our ongoing assessment of sales taxes owed, we cannot predict when final liabilities will be satisfied. We will reevaluate the estimated liability and timing of satisfaction each reporting period.
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Settlement of Global Cooling Escrow
On May 3, 2021, the Company acquired GCI pursuant to an income tax benefitAgreement and Plan of $3.3 millionMerger, dated as of March 19, 2021 (the “GCI Merger Agreement”). Pursuant to the GCI Merger Agreement, the aggregate consideration paid to former stockholders of GCI (collectively, the “GCI Stockholders”) was 6,646,870 newly issued shares of common stock (the “GCI Merger Consideration”) were provided with the requirement that the GCI Merger Consideration otherwise payable to GCI Stockholders were subject to reduction for indemnification obligations. Approximately 9% of the GCI Merger Consideration (the "GCI Escrow Shares") otherwise issuable to the GCI Stockholders were deposited into a segregated escrow account (the “GCI Escrow Account”) in accordance with an escrow agreement entered into in connection with the closing of the transactions contemplated by the GCI Merger Agreement (the “GCI Escrow Agreement”). Of the GCI Escrow Shares, an amount equal to 5% of the GCI Merger Consideration were considered general escrow shares (the “General Escrow Shares”). The General Escrow Shares were eligible to be held in escrow for a period of up to 18 months after the closing of the GCI acquisition as the sole and exclusive source of payment for any indemnification claims made by the Company.

On September 28, 2022, BioLife asserted an indemnification claim pursuant to the GCI Merger Agreement. On June 5, 2023, the Company entered into a Settlement Agreement with the representatives of the GCI Stockholders, pursuant to which the parties agreed to release 65% of valuation allowance on our existing U.S. deferred tax assets asthe General Escrow Shares, totaling 216,024 shares, to the Company from the GCI Escrow Account. These shares were returned to the Company and subsequently cancelled. As a result of the offset of deferred tax liabilities established for intangible assets from the acquisition. 

In connection with the 2019 SAVSU Acquisition, the Company recognized a deferred tax liability of $1.5 million on acquired intangible assets. As a result,settlement, the Company recorded an income tax benefit of $1.5a $5.1 million forgain recognizing the release of valuation allowance on our existing U.S. deferred tax assets as a resultreturn of the offsetshares during the second quarter of deferred tax liabilities established for intangible assets from the acquisition. 

2023.
13.    Long-term debt
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A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows:

  

Year Ended December 31,

 
  

2020

  

2019

 

Tax on net income at federal statutory rate

  21%  21%

State tax expense

  39%  0 

Change in valuation allowance

  35%  (5%)

Stock-based compensation

  538%  74%

Section 162(m) limitation on executive compensation

  (35%)  (17%)

Book loss on equity method investment

  0   (5%)

Fair value change in warrant liability

  127%  (82%)

Gain on stock acquisition

  0   64%

Transaction costs

  (6%)  (4%)

Fair value change in contingent consideration

  (81%)  0 

Tax credits

  12%  5%

Expired net operating losses

  (100%)  (5%)

Other

  (3%)  1%

Total

  547%  47%

The principal components of the Company’s net deferred tax assets are as follows:

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Deferred tax assets related to:

        

Net operating loss carryforward

 $12,314  $9,495 

Stock-based compensation

  1,678   1,110 

Accruals and reserves

  427   192 

Inventory

  142   88 

Lease liabilities

  2,247   208 

Tax credit carryforward

  225   152 

Other

  48   4 

Total deferred tax assets

  17,081   11,249 
         

Deferred tax liabilities related to:

        

Intangibles

  (5,025)  (2,217)

Right-of-use assets

  (2,261)  (218)

Fair value change in investments

  (287)  0 

Fixed assets

  (959)  (108)

Other

  (51)  0 

Total deferred tax liabilities

  (8,583)  (2,543)
         

Total deferred taxes

  8,498   8,706 

Less: valuation allowance

  (8,498)  (8,706)

Net deferred taxes

 $0  $0 

The Company maintains a full valuation allowance on its net deferred tax assets. The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. In its evaluation,May 2021, the Company considered its cumulative book losses, not including transaction gains, as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, “Accounting for Income Taxes”, the Company determined that the negative evidence outweighed the positive evidence and a full valuation allowance on its deferred tax assets will be maintained. The Company will continue to assess the realizability of its deferred tax assets going forward and will adjust the valuation allowance as needed.

As of December 31, 2020, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $56.6 million, which is available to reduce future taxable income. Approximately $32.3 million of NOL will expire from 2021 through 2036, and approximately $24.3 million of NOL will be carried forward indefinitely. The NOL carryforwards may become subject to an annual limitationassumed three term notes in the eventacquisition of certain cumulative changes inGlobal Cooling. At the ownership interest. This could limittime of acquisition, these notes carried aggregate outstanding principal balances of $4.4 million. These term notes bore interest at a floating rate equal to the amount3-month LIBOR rate plus 6.50%. The term notes included financial covenants tied to the performance of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The Company is planning to complete a study during 2021 to determine whether the net operating losses are subject to such limitations. Subsequent ownership changes may further affect the limitation in future years.

The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities.

Global Cooling.
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As of December 31, 2020, the Company had the following uncertain tax positions:

(In thousands)

 

2020

  

2019

 

Balance at January 1

 $0  $0 

Increase related to prior year tax positions

  36   0 

Increase related to current year tax positions

  60   0 

Balance at December 31

 $96  $0 

The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available.

8.

Warrants

In March 2014, pursuant to a to a registered public offering and note conversion agreement with certain note holders, the Company issued warrants to purchase 6,910,283 shares of common stock at $4.75 per share. The warrants expired on March 20, 2021.

In May 2016, in connection with our WAVI credit facility, the Company issued a warrant to purchase 550,000 shares of common stock at $1.75 per share. The warrant was immediately exercisable and expires in May 2021.

On May 14, 2020, October 2021, the Company entered into separate warrant exercise agreementsamended and restated term notes for all three term notes with WAVI Holding AG and Taurus4757 GmbHtwo lenders (the “Global Cooling Term Note Agreements”). The principal amount borrowed pursuant to the Global Cooling Term Note Agreements (the “Global Cooling Term Notes”) consisted of an aggregate $4.6 million, with one lender providing two term notes in the amounts of $1.4 million and $1.4 million and a separate lender providing one term note in the amount of $1.8 million. The maturity dates for these notes are July 17, 2024, September 7, 2024, and December 18, 2027, respectively. All three term notes bear interest at a fixed rate of 4%, were interest-only with one balloon principal payment at maturity, and could be pre-paid without penalty at any time. The Company fully extinguished the term notes with maturity dates of September 7, 2024 and July 17, 2024 on September 20, 2022 and July 17, 2023, respectively. All financial covenants included in the original agreements previously in effect were removed by the Global Cooling Term Note Agreements.

On September 20, 2022, the Company and certain of its subsidiaries entered into a term loan agreement (the “Loan Agreement”), which provides for up to $60 million in aggregate principal to be drawn. Principal amounts borrowed pursuant to the warrant holders immediately exercisedLoan Agreement (the “Term Loan”) mature on June 1, 2026. The Loan Agreement permitted the Company to borrow up to $30 million upon the initial closing of the transactions contemplated by the Loan Agreement (the “Term Loan Closing”), and provided options to borrow (i) up to $10 million between the Term Loan Closing and June 30, 2023, (ii) up to $10 million upon the achievement of certain revenue milestones by the Company, and (iii) an additional $10 million at the discretion of the lender. The Company borrowed $20 million at the Term Loan Closing and accounts for the Term Loan at cost. As of December 31, 2023, the Company had not drawn additional funding nor had it met the revenue milestones outlined within the Loan Agreement. The Company had until December 31, 2023 to draw an additional $10 million, subject to approval from the lender, and therefore has no additional opportunities under current loan terms to draw upon the Loan Agreement. Payments on the borrowing are interest-only through June 2024, with additional criteria allowing for interest-only payments to continue through June 2025. Tranches borrowed under the term loan agreement bear interest at the Wall Street Journal prime rate plus 0.5%. However, the interest rate is subject to a ceiling that restricts the interest rate for each tranche from exceeding 1.0% above the overall rate applicable to each tranche at their respective funding dates and has a balloon payment due at the earliest of term loan maturity, repayment of the term loan in full, or termination of the loan agreement at $1.2 million. As of December 31, 2023 the implied interest rate of the Term Loan is 6.7% and the implied value of the Term Loan is $20.3 million. The term loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of December 31, 2023, the Company is in compliance with the covenants set forth in the Loan Agreement. In the event that borrowings under the Loan Agreement exceed $20 million, the Company will become subject to financial covenants.
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Long-term debt consisted of the following as of December 31, 2023 and 2022:
December 31,
(In thousands)Maturity DateInterest Rate20232022
Global Cooling Term NotesVarious4.0 %2,596 2,896 
Term LoanJun-267.0 %20,000 20,000 
Insurance premium financingJul-248.3 %1,348 1,074 
Freezer equipment loanDec-255.7 %317 466 
Manufacturing equipment loansOct-255.7 %172 266 
Freezer installation loanVarious6.3 %807 1,078 
Other loansVariousVarious2 6 
Total debt, excluding unamortized debt issuance costs25,242 25,786 
Less: unamortized debt issuance costs(98)(179)
Total debt25,144 25,607 
Less: current portion of debt(6,833)(1,814)
Total long-term debt$18,311 $23,793 
The Term Loan is secured by substantially all assets of BioLife, SAVSU, CBS, SciSafe, Global Cooling and Sexton, other than intellectual property. The Global Cooling Term Notes are secured by substantially all assets of Global Cooling and is effectively subordinated to the security interest established by the Loan Agreement. Equipment loans are secured by the financed equipment.
As of December 31, 2023, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:
(In thousands)Amount
2024$6,830 
202510,500 
20265,218 
20272,596 
2028— 
Thereafter— 
Total$25,144 
14.    Warrants
As of January 1, 2021, there were 79,100 warrants to purchase the Company's common stock outstanding. In March 2021, all remaining outstanding warrants were exercised via a “cashless” exercise as agreed to by the Company.exercise. As a result of the cashless exercise, the Company issued an aggregate of 2,747,97070,030 shares of Company common stock upon cashless exercise of an aggregate of 3,871,405 warrants.

Additionally, during the year ended December 31, 2020, 8,500 warrants were exercised with a weighted average exercise price of $4.75, yielding proceeds of $40,000.

stock.

The following table summarizes warrant activity for the year ended December 31, 2021:
2021
SharesWtd. Avg. Exercise Price
Outstanding at beginning of year79,100$4.75 
Exercised(79,100)4.75 
Outstanding and exercisable at end of year—$— 
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There was no warrant activity during the years ended December 31,2020 2023 and 2019:

  

Year Ended December 31, 2020

  Year Ended December 31, 2019 
  

Shares

  

Wtd. Avg.

Exercise Price

  

Shares

  

Wtd. Avg.

Exercise Price

 

Outstanding at beginning of year

  3,959,005  $4.33   4,080,005  $4.35 

Exercised

  (3,879,905)  4.33   (121,000)  4.75 

Outstanding and exercisable at end of year

  79,100  $4.75   3,959,005  $4.33 

2022.

9.

Stock-Based Compensation

15.    Stock-based compensation
Stock Compensation Plans

compensation plans

Our stock-based compensation programs are long-term retention programs that are intended to attract, retain, and provide incentives for talented employees, officers, and directors, and to align stockholder and employee interests. Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, with awards generally vesting over a 4 year period, and forfeitures recognized as incurred. We have the following stock-based compensation plans and programs:

During 2013, we adopted the 2013 Performance Incentive Plan (the “2013“2013 Plan”), which allowsallowed us to grant options or restricted stock unitsawards to all employees, including executive officers, outside consultants and non-employee directors. An aggregate of 3.1 million shares of common stock werewas initially reserved for issuance under the 2013 Plan. In May 2017, July 2020, June 2021, and June 2022, the shareholders approved an increase in the number of shares available for issuance to 4.1 million shares. In July 2020, the shareholders approved an increase in the number of shares, available for issuance to 5.0 million shares.shares, 6.5 million shares, and 8.5 million shares, respectively. As of April 25, 2023, the 2013 Plan expired as to future awards in accordance with its terms. As of December 31, 2020, 2023, there were outstanding options to purchase 1.4217,000 shares of the Company’s common stock and 1.6 million unvested restricted stock awards outstanding under the 2013 Plan.
On July 21, 2023, our stockholders approved the 2023 Omnibus Performance Incentive Plan (the "2023 Plan"). The 2023 Plan allows us to grant equity awards to employees, directors, and outside consultants. An aggregate of 4.2 million shares of Company common stock were initially reserved for issuance under the 2023 Plan, plus any shares subject to awards under the 2013 Plan that were outstanding as of July 21, 2023, and which are subsequently forfeited or lapsed and not issued under the 2013 Plan. As of December 31, 2023, there were 1.2 million unvested restricted stock awards outstanding under the 20132023 Plan.

The Company also issued, outside any approved compensation plans, non-incentive stock options. As of December 31, 2020, there were 123,000 such options outstanding which were fully vested prior to 2019.

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Issuance of Shares

shares

When options and warrants are exercised, it is the Company’s policy to issue new shares.

Stock Option Activity

option activity

Service Vesting-Based Stock Options

vesting-based stock options

The following is a summary of service vesting-based stock option activity for 2020the year ended December 31, 2023 and 2019,2022, and the status of service vesting-based stock options outstanding at as of December 31,2020 2023 and 2019:

  

Year Ended December 31, 2020

  Year Ended December 31, 2019 
  

Shares

  

Wtd. Avg.

Exercise Price

  

Shares

  

Wtd. Avg.

Exercise Price

 

Outstanding at beginning of year

  1,570,455  $1.96   2,043,402  $1.91 

Granted

  0   0   0   0 

Exercised

  (726,000)  1.91   (469,510)  1.72 

Forfeited

  0   0   (3,437)  5.69 

Outstanding at end of year

  844,455  $2.00   1,570,455  $1.96 
                 

Stock options exercisable at year end

  832,478  $1.98   1,465,599  $1.94 

2022:

20232022
SharesWtd. Avg.
Exercise Price		SharesWtd. Avg.
Exercise Price
Outstanding as of beginning of year456,293$2.17 624,531$2.13 
Exercised(239,043)2.12 (161,646)2.00 
Expired— — (6,592)3.22 
Outstanding at end of year217,250$2.21 456,293$2.17 
Stock options exercisable at year end217,250$2.21 456,293$2.17 
We recognizeddid not recognize stock compensation expense related to service-based options of $119,000 and $370,000 during the years ended December 31, 2020 2023 and 2019.2022. We recognized $25,000 in stock compensation expense related to service-based options during the year ended December 31, 2021. As of December 31, 2020, 2023, there was $32.0$3.1 million of aggregate intrinsic value of outstanding service vesting-based stock options, including $31.6$3.1 million of aggregate intrinsic value of exercisable service vesting-based stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the year and the exercise price, multiplied by the number of
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shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2020. 2023. This amount will change based on the fair market value of the Company’s stock. Intrinsic value of service vesting-based awards exercised during the years ended December 31, 2020 2023, 2022, and 20192021 was $13.1$3.9 million, $4.1 million, and $7.1$6.9 million, respectively. There were 0no service based-vesting options granted during the years ended December 31, 2020 2023, 2022, and 2019.2021. The weighted average remaining contractual life of service vesting-based options outstanding and exercisable at as of December 31, 2020 and 20192023 is 3.7 years and 5.0 years, respectively. Total2.1 years. There were no unrecognized compensation cost ofcosts for service vesting-based stock options at as of December 31, 2020 of $29,000 is expected to be recognized over a weighted average period of 0.8 years.

2023.

The following table summarizes information about service vesting-based stock options outstanding at December 31,2020:

Range of Exercise Prices

  

Number Outstanding at

December 31, 2020

  

Weighted Average

Remaining Contractual Life

  

Weighted Average Exercise

Price

 
 $0.49-1.00   3,571   0.91  $0.49 
 $1.01-1.50   110,449   0.78   1.19 
 $1.51-2.50   676,367   4.07   1.95 
 $2.51-8.60   54,068   4.64   4.49 
       844,455   3.66  $2.00 

Performance-based Stock Options

The Company’s Boardas of Directors implemented a Management Performance Bonus Plan for 2017. Based on achieving varying levels of specified revenue for the year ending December 31, 2017, up to 1,000,0002023:

Range of Exercise PricesNumber Outstanding at
December 31, 2023		Weighted Average
Remaining Contractual Life		Weighted Average Exercise
Price
$1.00 - 1.502,0002.85$1.49 
$1.51 - 2.00116,5002.321.89 
$2.01 - 2.5084,5001.362.07 
$2.51 - 8.6014,2503.925.69 
217,2502.06$2.21 
Performance-based stock options to purchase shares of the Company’s common stock may be vested. The options have an exercise price of $1.64, and vested if revenue levels for 2017 were met. If the minimum performance targets are not achieved,
There was no options will vest. On February 27, 2018, the Company’s Board of Directors determined that the specified revenue target had been achieved. Accordingly, 999,997 options to purchase shares of the Company’s common stock vested in 2017 and 2018.

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The following is a summary of performance-based stock option grant activity under our stock option plans for 2020 and 2019, andduring the status of performance-based stock options outstanding at year ended December 31, 2020 and 2019:

  

Year Ended December 31, 2020

  Year Ended December 31, 2019 
  

Shares

  

Wtd. Avg.

Exercise Price

  

Shares

  

Wtd. Avg.

Exercise Price

 

Outstanding at beginning of year

  737,497  $1.64   964,997  $1.64 

Granted

  0   0   0   0 

Exercised

  (51,496)  1.64   (227,500)  1.64 

Outstanding at end of year

  686,001  $1.64   737,497  $1.64 
                 

Stock options exercisable at year end

  686,001   1.64   737,497   1.64 

NaN2023.

No stock compensation expense was recognized during the years ended December 31, 2020 2023, 2022, and 20192021 related to performance-based options. As of December 31, 2020, there was $26.2 million of aggregateThe intrinsic value outstanding and exercisable performance-based stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2020. This amount will change based on the fair market value of the Company’s stock. Intrinsic value of performance-based awards exercised during the years ending December 31, 2020 2023, 2022, and 20192021 was $1.3 millionzero, zero, and $3.7$27.4 million, respectively. The weighted average remaining contractual life of performance-based options outstanding and exercisable at December 31, 2020, is 1 year.

There were 0no stock options granted to employees and non-employee directors in the yearyears ending December 31, 2020 2023, 2022, and 2019.

2021.

Restricted Stock

stock

Service vesting-based restricted stock

The following is a summary of service vesting-based restricted stock activity for the yearyears ended December 31, 2020 2023 and 2019,2022, and the status of unvested service vesting-based restricted stock outstanding at as of December 31, 2020 2023 and 2019:

  

Year Ended December 31, 2020

  Year Ended December 31, 2019 
  

Shares

  

Wtd. Avg.

Grant Date Fair

Value

  

Shares

  

Wtd. Avg.

Grant Date Fair

Value

 

Outstanding at beginning of year

  429,399  $13.25   279,919  $5.00 

Granted

  717,267   20.88   309,218   17.15 

Granted in lieu of cash

  34,154   9.18   0   0 

Vested

  (208,858)  11.32   (125,818)  4.57 

Forfeited

  (41,108)  15.47   (33,920)  12.88 

Non-vested at end of year

  930,854  $19.31   429,399  $13.25 

2022:

20232022
SharesWtd. Avg. Grant
Date Fair Value		SharesWtd. Avg. Grant
Date Fair Value
Outstanding as of beginning of year1,879,215$28.94 1,212,783$37.48 
Granted1,907,10113.12 1,373,90925.26 
Vested(1,237,221)24.97 (569,535)35.51 
Forfeited(236,197)25.88 (137,942)40.19 
Non-vested at year end2,312,898$18.32 1,879,215$28.94 
On November 4, 2021, the Board of Directors approved to modify certain restricted stock awards that were awarded to one executive that otherwise would have expired upon the executive’s intended retirement in early 2023. The modification accelerated the vesting of the awards to vest equally over four quarters in the year ended December 31, 2022. We recorded incremental stock-based compensation expense of $666,000 in the year ended December 31, 2021 for this stock option modification.
The aggregate fair value of the service vesting-based awards granted during the years ended December 31, 2020 2023, 2022, and 20192021 was $15.3$25.0 million, $34.7 million, and $5.3$37.8 million, respectively, which represents the market value of BioLife common stock on the date that the restricted stock awards were granted.respectively. The aggregate fair value of the service vesting-basedvesting-
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based awards that vested during the years ended December 31, 2020 2023, 2022, and 20192021 was $4.5$20.5 million, $12.6 million, and $1.9$15.9 million, respectively.

On March 25, 2020, October 19, 2023, Michael Rice, the Chief Executive Officer at that time, announced his resignation from the company. In accordance with his separation agreement, all unvested stock grants, excluding the 99,038 market-based restricted stock units awarded to him January 3, 2023 and the 70,094 market-based restricted stock units awarded to him on February 24, 2022 by the board of directors, were accelerated and vested as of the date of his separation. The Company recognized stock compensation expense in connection with the acceleration of his unvested stock grants of $1.7 million, representing 150,155 shares.
During the months of August through December 2023, our board of directors granted 34,15422,675 restricted stock awards, based on a fair value on the grant date of $9.18 per share,units in lieu of the 2019 cash performance bonussalary for our executive compensation plan.leadership. The awardawards vested in full on September 25, 2020 the date of grant, regardless of employment status on that date. Salary expenses incurred in connection with the restricted stock units awarded in lieu of salary totaled $0.2 million. For all specific grant information related to these awards, refer to the Equity Incentive Compensation discussion of Part III within this filing.
During the months of May through August 2022, our board of directors granted 21,566 restricted stock awards in lieu of salary for executive leadership. The awards vested in full on the date of grant, regardless of employment status on that date. All expenses related to these awards were incurred in the year ended December 31, 2019.

2022.

We recognized stock compensation expense of $3.0$25.2 million, $21.0 million, and $1.2$12.7 million related to service vesting-based awards during the years ended December 31, 2020 2023, 2022, and 2019,2021, respectively. As of December 31, 2020, 2023, there was $16.3$37.8 million in unrecognized compensation costs related to service vesting-based awards. We expect to recognize those costs over 3.32.7 years.

Performance-based

Market-based restricted stock

On March 25, 2020, the Company granted 82,805 shares of performance-based stock to its executives in the form of restricted stock. The shares granted contain a performance condition based on several Company metrics related to 2020 performance. The performance-based restricted stock awards will vest as to between 0% and 125% of the number of restricted shares granted to each recipient. The grant date fair value of this award was $9.18 per share. The fair value of this award will be expensed on a straight-line basis over the requisite service period ending on December 31, 2020.

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The following is a summary of performance-basedmarket-based restricted stock activity under our stock option plan for the yearyears ended December 31, 2020 (there was no activity in 2019):

  

Year Ended December 31, 2020

 
  

Shares

  

Wtd. Avg.

Grant Date Fair

Value

 

Outstanding at beginning of year

  0  $0 

Granted

  82,805   9.18 

Vested

  (82,805)  9.18 

Non-vested at end of year

  0  $0 

We recognized stock compensation expense2023 and 2022 and the status of $760,000 related to performance-basedmarket-based restricted stock awards for the year ended outstanding as of December 31, 2020. As of December 31, 2020, there were no unrecognized non-cash compensation costs related to performance-based restricted stock awards. Non-cash compensation costs were expensed over the period for which performance was measured.

Market-based restricted stock

2023 and 2022:

20232022
SharesWtd. Avg. Grant Date Fair
Value		SharesWtd. Avg. Grant Date Fair
Value
Outstanding as of beginning of year271,044$30.64 139,756$19.86 
Granted268,73824.23 349,56822.66 
Vested(30,616)51.65 (218,280)10.95 
Non-vested at year end509,166$26.00 271,044$30.64 
On February 25, 2019 the Company granted 94,247 shares and on April 1, 2019 granted 29,604 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on Total Shareholder Return (“TSR”). The TSR market condition measures the Company’s performance against a peer group. On February 8, 2021, the Company determined the TSR attainment was 200% of the targeted shares and 231,268 shares were vested and granted to current employees of the Company based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined at the grant date using a Monte Carlo simulation with the following assumptions: a historical volatility of 69%, 0% dividend yield and a risk-free interest rate of 2.5%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $3.1 million was expensed on a straight-line basis over the grant date to the vesting date of December 31, 2020.

On March 25, 2020, the Company granted 109,140 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. On February 24, 2022, the Company determined the TSR attainment was 200% of the targeted shares, resulting in 109,140 shares being granted and 218,280 shares vesting to current employees of the Company based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined at the grant date using a Monte Carlo simulation with the following assumptions: a historical volatility of 78%, 0% dividend yield and a risk-free interest rate of 0.3%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year2-year term associated with the market condition of the award. The fair value of this award of $1.2 million will bewas expensed on a straight-line basis over the grant date to the vesting date of December 31, 2021.

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On February 8, 2021, the Company granted 30,616 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. On January 3, 2023, the Company determined the TSR attainment was 100% of the targeted shares, resulting in 30,616 shares being granted and 30,616 shares vesting to current employees of the Company based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of 20 of our peers. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2023 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 68%, 0% dividend yield, and a risk-free interest rate of 0.1%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $1.3 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2022.
On February 24, 2022, the Company granted 240,428 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 63%, 0% dividend yield, and a risk-free interest rate of 1.5%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $6.7 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2023.
On January 3, 2023, the Company granted 268,738 shares of market-based stock to its executives in the form of restricted stock. The shares granted contain a market condition based on TSR. The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of 20 of our peers. The fair value of this award was determined using a Monte Carlo simulation with the following assumptions: a historical volatility of 78%, 0% dividend yield, and a risk-free interest rate of 4.4%. The historical volatility was based on the most recent 2-year period for the Company and correlated with the components of the peer group. The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is based on the yield on the U.S. Treasury Strips as of the Measurement Date with a maturity consistent with the 2-year term associated with the market condition of the award. The fair value of this award of $6.8 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2024.
We recognized stock compensation expense of $2.1$6.5 million, $4.3 million, and $1.5$1.4 million related to market-based restricted stock awards for the years ended December 31, 2020 2023, 2022, and 2019.2021. As of December 31, 2020, 2023, there was $674,000$3.3 million in unrecognized non-cash compensation costs related to market-based restricted stock awards expected to vest. We expect to recognize those costs over 1 year.

The aggregate fair value of the market-based awards granted during the years ended December 31, 2023, 2022, and 2021 was $6.5 million, $6.7 million, and $1.8 million, respectively. The aggregate fair value of the market-based awards that vested during the years ended December 31, 2023, 2022, and 2021 was $0.7 million, $5.0 million, and $10.2 million, respectively.
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Total Stock Compensation Expense

stock compensation expense

We recorded total stock compensation expense for the years ended December 31, 2020 2023, 2022, and 2019,2021, as follows:

  

Year Ended December 31,

 

(In thousands)

 

2020

  

2019

 

Research and development costs

 $1,012  $571 

Sales and marketing costs

  852   711 

General and administrative costs

  3,518   1,584 

Cost of revenue

  599   177 

Total

 $5,981  $3,043 

202320222021
Research and development costs$5,631 $3,176 $1,906 
Sales and marketing costs5,620 3,649 1,788 
General and administrative costs14,937 14,066 8,061 
Cost of revenue5,482 4,443 2,201 
Total$31,670 $25,334 $13,956 
6116.    Income taxes
TableThe following are the domestic and foreign components of Contentsthe Company's loss before income taxes:
Year Ended December 31,
(In thousands)202320222021
Domestic$(67,296)$(146,091)$(28,590)
Foreign1,038 1,264 (436)
Total$(66,258)$(144,827)$(29,026)
Income tax expense (benefit) consists of the following:

Year Ended December 31,
(In thousands)202320222021
Current:
Federal$— $— $— 
State46 11 — 
Foreign185 205 9 
Total current tax provision231 216 9 
Deferred:
Federal(62)(2,924)(17,703)
State— (2,314)(2,424)
Foreign— — — 
Total deferred tax benefit(62)(5,238)(20,127)
Income tax expense (benefit)$169 $(5,022)$(20,118)

10.

Commitments and Contingencies

Employment agreements

We have employment agreements with our Chief Executive Officer, Chief Financial

In the year ended December 31, 2021, income tax benefit included excess tax benefits from stock-based compensation of $10.5 million. The tax benefit for the years ended December 31, 2023 and Operating Officer, Chief Science Officer, Chief Quality Officer, Chief Marketing Officer, Chief Revenue Officer, Vice President - Freezer Technologies, Vice President of Sales – Thaw Technologies, Vice President of Product Development – Thaw Technologies, and General Manager – Biostorage. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. 2022 did not contain excess tax benefits from stock-based compensation.
In addition, the agreementconnection with the Chief Executive Officer provides for incentive bonuses at the discretion of the Board of Directors. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the officer or upon the officer resigning for good reason.

Litigation

From time to time,2021 Global Cooling acquisition, the Company is subjectrecognized a deferred tax liability estimated to various legal proceedings that arise in the ordinary course of business, none of which are currently material to the Company’s business. The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property.be $24.1 million. As a result, the Company recorded an income tax benefit of $8.0 million for the release of valuation allowance on our existing U.S. deferred tax assets as a result of the offset of the deferred tax liabilities established for intangible assets from the acquisition. In connection with the 2021 Sexton acquisition, the Company recorded a deferred tax liability estimated to be $1.5 million with an offset to goodwill.

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A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows:
Year Ended December 31,
202320222021
Federal statutory tax21 %21 %21 %
State tax, net of federal benefit4 %3 %7 %
Stock compensation(2 %)—36 %
Sec. 162(m) limitation on executive compensation(2 %)(1 %)(11 %)
Fair value change in contingent consideration1 %1 %(2 %)
Transaction costs——(1 %)
Gain on stock acquisition——5 %
Tax credits1 %1 %—
Change in valuation allowance(25 %)(21 %)20 %
Expired net operating losses——(5 %)
Gain on escrow settlement2 %—— %
Other——(1 %)
Total— 4 %69 %
The principal components of the Company’s net deferred tax assets are as follows as of December 31, 2023 and 2022:
(In thousands)20232022
Deferred tax assets related to:
Net operating loss carryforwards$35,505 $29,102 
Stock-based compensation3,008 3,207 
Accruals and reserves3,590 3,724 
Inventory1,408 425 
Fixed assets585 — 
Lease liabilities3,950 3,653 
Tax credit carryforward2,226 1,423 
Capitalized research and development4,818 2,405 
Other875 445 
Total deferred tax assets55,965 44,384 
Deferred tax liabilities related to:
Intangibles(3,696)(6,150)
Right-of-use assets(2,500)(3,458)
Fair value change in investments(440)(447)
Fixed assets— (1,177)
Total deferred tax liabilities(6,636)(11,232)
Net deferred tax (liabilities) assets before valuation allowance49,329 33,152 
Less: valuation allowance(49,517)(33,402)
Net deferred tax liabilities$(188)$(250)
Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. The assessment regarding whether a valuation allowance is required on deferred tax assets considers the evaluation of both positive and negative evidence when concluding whether it is more likely than not that
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deferred tax assets are realizable. The valuation allowance recorded as of December 31, 2023 and 2022 primarily relates to deferred tax assets for net operating loss carryforwards.
The changes in the valuation allowance for deferred tax assets were as follows:
(In thousands)202320222021
Balance at beginning of period$33,402 $2,993 $8,498 
Deferred tax liabilities assumed through acquisitions— — (8,498)
Charged to income tax expense16,115 30,409 2,993 
Balance at end of period$49,517 $33,402 $2,993 
As of December 31, 2023, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $151.9 million. Approximately $39.2 million of NOL will expire from 2024 through 2037, and approximately $112.7 million of NOL will be carried forward indefinitely. The NOL carryforwards may bebecome subject to various legal proceedings from timean annual limitation in the event of certain cumulative changes in the ownership interest. This limited the amount of tax attributes that can be utilized annually to time. offset future taxable income or tax liabilities. Subsequent ownership changes may further affect the limitation in future years.
The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. We have included the impact of this provision, which results in a deferred tax asset of any future litigation cannotapproximately $4.8 million as of December 31, 2023.
The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be predicted with certainty, and regardlesssustained upon examination by the relevant income tax authorities.
A reconciliation of the outcome, litigation can have an adverse impact onbeginning and ending balances of uncertain tax positions in the Company because of defenseyears ended December 31, 2023 and settlement costs, diversion of management resources and other factors. Management2022 is not aware of any pending or threatened litigation.

Indemnification

As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain errors and occurrences while the officer or director is or was serving in such capacity. as follows:

(In thousands)20232022
Balance at beginning of period$610 $255 
Increase related to prior year tax positions20 170 
Increase related to current year tax positions324 185 
Balance at end of period$954 $610 
The Company is also partygenerally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available, which includes 2004 through 2023.
17.    Acquisitions
Sexton acquisition
General terms and effects
On August 9, 2021, BioLife entered into an Agreement and Plan of Merger (the “Sexton Merger Agreement”) with BLFS Merger Sub, Inc., a Delaware corporation (“Sexton Merger Sub”), Fortis Advisors LLC, in its capacity as the representative of the stockholders of Sexton (the “Sexton Seller Representative”) and Sexton, a Delaware corporation. The acquisition strengthens BioLife’s offerings in the cell and gene therapy and broader biopharma markets.
On September 1, 2021, the Company completed the merger of Sexton Merger Sub with and into Sexton and Sexton became a wholly owned subsidiary of the Company (the “Sexton Merger”). As consideration for the Sexton Merger (the “Sexton Merger Consideration”), holders of common stock, preferred stock and options of Sexton, other than the Company
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(collectively, the “Sexton Participating Holders”), are entitled to receive an aggregate of 530,502 newly issued shares of the Company’s common stock, subject to certain post-closing adjustments, of which 477,452 shares of Common Stock were issued to the Sexton Participating Holders at the Closing, and 53,050 shares of Common Stock, or approximately 10% of the Merger consideration, were deposited into an escrow account for indemnification agreements with its directors.and post-closing purchase price adjustment purposes. Prior to the merger, the Company held preferred stock in Sexton, which was accounted for using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from observable process changes in orderly transactions for identical or similar investments of the same issuer. The Company believesaccounted for the merger as a step acquisition, which required remeasurement of the Company’s existing ownership in Sexton to fair value prior to completing the acquisition method of accounting. Using step acquisition accounting, the Company increased the value of its existing equity interest to its fair value, resulting in the recognition of a non-cash gain of $6.5 million, which was included in the gain on acquisition of Sexton Biotechnologies, Inc. in the Consolidated Statements of Operations for the year ended December 31, 2021. The Company utilized a market-based valuation approach to determine the fair value of the indemnification rightsexisting equity interest based on the total merger consideration offered and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rightsCompany’s stock price at acquisition.
Total consideration transferred (in thousands, except number of shares and agreements as of December 31, 2020.

stock price):

11.

Merger consideration shares

Acquisitions

530,502
BioLife stock price (as of September 1, 2021)$60.50 
Value of issued shares$32,095 
plus: Fair value of BioLife’s existing investment in Sexton$7,951 
less: Net working capital adjustment$(118)
Merger Consideration$39,928 

Astero Acquisition

On April 1, 2019, BioLife completed

Transaction costs related to the acquisition of all the outstanding shares of Astero. Astero’s ThawSTAR product line is comprised of a family of automated thawing devices for frozen cellare expensed as incurred and gene therapies packaged in cryovials and cryobags. The products improve the quality of administration of high-value, temperature-sensitive biologic therapies to patients by standardizing the thawing process and reducing the risks of contamination and overheating, which are inherent with the use of traditional water baths.

In connection with the acquisition, the Company paid (i) a base paymentnot included in the amountcalculation of $12.5 million consistingconsideration transferred.

Fair value of an initial cash payment of $8.0 million at the closing of the transactions, subject to adjustment for working capital, net debt and transaction expenses, and a deferred cash payment that was paid into escrow and subsequently paid to Astero of $4.5 million which was payable upon the earlier of Astero meeting certain product development milestones or one year after the date of the Closing and (ii) earnout payments in calendar years 2019,2020 and 2021 of up to an aggregate of $3.5 million, which shall be payable upon Astero achieving certain specified revenue targets in each year and a separate earnout payment of $5.0 million for calendar year 2021, which shall be payable upon Astero achieving a cumulative revenue target over the three-year period from 2019 to 2021. In the second quarter of 2020 we paid $483,000 for the earnout related to 2019 revenues. We do not expect to pay any earnout in 2021 related to 2020 revenues.

Consideration transferred

The Astero acquisition was accounted for as a purchase of a business under FASB ASC Topic 805, “Business Combinations”. The Astero acquisition was funded through payment of approximately $12.5 million in cash and under the terms of the share purchase agreement, Astero shareholders are eligible to receive up to an additional $8.5 million of contingent consideration in cash over the next three years based on attainment of specific revenue targets. assets acquired

Under the acquisition method of accounting, the assets acquired and liabilities assumed from AsteroSexton were recordedcalculated as of the acquisitionmerger date, at their respective fair values, and consolidated with those of BioLife. The fair value ofgross contractual accounts receivable acquired in the contingent consideration of $1.5 millionacquisition was determined using an option pricing model. The fair value of$509,000. Of the net tangible assets acquired accounts receivable, $17,000 is estimated to be approximately $324,000, the fair value of the intangible assets acquired is estimated to be approximately $4.1 million, and the residual goodwill is estimated to be approximately $9.5 million.uncollectible. The fair value estimatescalculations required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates. BioLife believes these estimates to be reasonable. Actual results may differ from these estimates.

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Total consideration recorded for the acquisition of Astero is as follows (amounts in thousands):

Cash consideration

 $12,521 

Contingent consideration

  1,491 

Working capital adjustment

  (71

)

Total consideration transferred

 $13,941 

Fair Value of Net Assets Acquired

The table below represents the purchase price allocation tofair value of the net assets acquired based on their estimated fair valuesand liabilities assumed, which were recorded as of the merger date (amounts in thousands). Such amounts were estimated using
Cash$1,516 
Accounts receivable, net492 
Inventory1,310 
Prepaid expenses and other current assets670 
Property, plant and equipment, net737 
Operating lease right-of-use assets, net470 
Developed technology4,132 
Customer relationships2,276 
Tradenames2,324 
Non-compete agreements90 
Goodwill28,470 
Accounts payable(291)
Lease liabilities, operating(470)
Deferred tax liability(1,482)
Other liabilities(316)
Fair value of net assets acquired$39,928
We recorded a measurement period adjustment in the most recent financial statements from Astero asfourth quarter of Marchthe year ended December 31, 2019.

Cash and cash equivalents

 $11 

Accounts receivable, net

  154 

Inventory

  456 

Customer relationships

  160 

Tradenames

  470 

Developed technology

  2,840 

In-process research and development

  650 

Goodwill

  9,515 

Other assets

  99 

Accounts Payable

  (250

)

Other liabilities

  (164

)

Fair value of net assets acquired

 $13,941 

2021 of $198,000 to the fair value of goodwill and the deferred tax liability. This adjustment related to the tax attributes of the business combination.

The fair value of Astero’sSexton’s identifiable intangible assets and estimated useful lives have been estimatedare as follows (amounts in thousands, except years):

  

Estimated Fair

Value

  

Estimated

Useful

Life (Years)

 

Customer relationships

 $160    4  

Tradenames

  470    9  

Developed technology

  2,840   5-9 

In-process research and development

  650    N/A  

Total identifiable intangible assets

 $4,120       

Fair ValueUseful
Life (Years)
Developed technology$4,132 5 - 9
Customer relationships2,276 2
Tradenames2,324 11
Non-compete agreements90 1
Total identifiable intangible assets$8,822 
Fair value measurement methodologies used to calculate the value of any asset can be broadly classified into one of three approaches, referred to as the cost, market and income approaches. In any fair value measurement analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the fair value measurement of that asset. The estimated fair values of developed technology were estimated using a multi-period excess earnings approach. The estimated fair values of customer relationships and non-compete agreements were estimated using a “with and without” approach, comparing projected cash flows under scenarios assuming the customer relationships and non-compete agreements were and were not in place. The estimated fair value of identifiable intangible assets was determined by third-party appraisal primarily using variations of the income approach, whichtradenames is based on the presentrelief from royalty method, which estimates the value of the future after-tax cash flows attributable to each identifiable intangibletrade names based on the hypothetical royalty payments that are saved by owning the asset. The fair value of inventories was determined using both the cost approach and the market approach.

Some of the more significant assumptions inherent in the development of intangible asset fair values, from the perspective of a market participant, include, but are not limited to (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset. Some
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Table of the more significant assumptions inherent in valuing the contingent consideration, include, but are not limited to (i) the amount and timing of projected future revenue, (ii) the volatility rate selected to measure the risks inherent in the revenue, and (iii) risk free interest rate.

Contents

Acquired Goodwill

goodwill

The goodwill of $9.5$28.5 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. All but $1.1 million of theThe goodwill recorded is not expected to be deductible for income tax purposes.

Global Cooling acquisition
General terms and effects
63
TableOn March 19, 2021, the Company entered into an Agreement and Plan of ContentsMerger (the “GCI Merger Agreement”) with BLFS Merger Subsidiary, Inc., a Delaware corporation (“GCI Merger Sub”), Global Cooling, a Delaware corporation and Albert Vierling and William Baumel, in their capacity as the representatives of the stockholders of GCI (collectively, the “GCI Seller Representative”). The acquisition strengthens BioLife’s offerings in the cell and gene therapy and broader biopharma markets.

SAVSU Acquisition

On August 8, 2019, we closed the acquisition of SAVSUMay 3, 2021, pursuant to a Share Exchange Agreement. Pursuantthe GCI Merger Agreement, subject to the Share Exchangeterms and conditions set forth therein, the transactions contemplated by the GCI Merger Agreement SAVSU Origin, LLC agreedwere consummated (the “GCI Closing”), GCI Merger Sub merged with and into GCI (the “GCI Merger” and, together with other transactions contemplated by the GCI Merger Agreement, the “GCI Transactions”), with GCI continuing as the surviving corporation in the GCI Merger and a wholly owned subsidiary of the Company. In the GCI Merger, all of the issued and outstanding shares of capital stock of GCI immediately prior to transferthe filing of the Certificate of Merger with the Secretary of State of the State of Delaware (other than those properly exercising any applicable dissenter’s rights under Delaware law) were converted into the right to usreceive the GCI Merger Consideration (as defined below). The Company paid the GCI Merger Consideration to the holders of common stock and we agreedpreferred stock of GCI (collectively, the “GCI Stockholders”).
Merger consideration
The aggregate merger consideration paid pursuant to acquire from the seller 8,616GCI Merger Agreement to the GCI Stockholders was 6,646,870 newly issued shares of common stock, of SAVSU, representingprovided, however, that the remaining 56%GCI Merger Consideration otherwise payable to GCI Stockholders is subject to the withholding of the GCI Escrow Shares (as defined below) and is subject to reduction for indemnification obligations. The GCI Merger Consideration allocable to one GCI stockholder was reduced by 10,400 shares to satisfy an outstanding note receivable of $374,000. In accordance with ASC 805, the Company recognized the settlement of pre-existing relationships in the forms of cash deposits, trade receivables, and trade payables, which are included in the consideration transferred. The GCI Merger Consideration is not subject to any purchase price adjustments.
Total consideration transferred (in thousands, except number of shares, of SAVSU that we did not previously own, in exchange for 1,100,000 shares of BioLife common stock. As a result of the acquisition, SAVSU became a wholly-owned subsidiary on August 8, 2019, the acquisition date.

Consideration transferred

The SAVSU acquisition was accounted for as a purchase of a business under FASB ASC Topic 805, “Business Combinations”. The acquisition of 56% of SAVSU was funded through a transfer of 1,100,000 shares of BioLife common stock which had a fair value of $18.12 per share or $19.9 million at time of closing. The total value of 100% of SAVSU consisting of the fair value of the stock issuedprice, and the fair value of our existing investment in SAVSU was $35.8 million at time of closing. Priorconsideration percentage):

BioLife shares outstanding (as of March 19, 2021)33,401,359
Merger consideration percentage19.9 %
Merger consideration shares6,646,870
less: Merger consideration shares withheld to satisfy outstanding GCI stockholder obligations to GCI10,400
Subtotal6,636,470
BioLife stock price (as of May 3, 2021)$35.07 
Value of issued shares$232,741 
plus: Settlement of BioLife prepaid deposits$2,152 
plus: Net settlement of BioLife accounts receivable$16 
Merger Consideration$234,909 
Transaction costs related to the acquisition we accounted for our investmentare expensed as incurred and are not included in the calculation of SAVSU usingconsideration transferred.
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Escrow shares
At the equity methodGCI Closing, approximately nine percent (9%) of accounting which resulted in a recorded book value of $5.8 million at the acquisition date. We remeasuredGCI Merger Consideration (the “Escrow Shares”, along with any other dividends, distributions or other income on the GCI Escrow Shares, the “GCI Escrow Property”) otherwise issuable to fair value the equity interest in SAVSU held immediately beforeGCI Stockholders (allocated pro rata among the business combination. The fair value of our equity interest was determined to be $15.9 million on our existing 44% ownershipGCI Stockholders based on the fairGCI Merger Consideration otherwise issuable to them at the GCI Closing), was deposited into a segregated escrow account in accordance with an escrow agreement to be entered into in connection with the GCI Transactions (the “GCI Escrow Agreement”).
The GCI Escrow Property will be held for a period of up to twenty-four (24) months after the GCI Closing as the sole and exclusive source of payment for any post-GCI Closing indemnification claims (other than fraud claims), unless earlier released in accordance with the terms of the GCI Escrow Agreement.
Fair value of shares transferred at the time of acquisition for the 56% we did not previously own. As a result, we recorded a non-operating gain of $10.1 million.

net assets acquired

Under the acquisition method of accounting, the assets acquired and liabilities assumed from SAVSUGlobal Cooling were recordedcalculated as of the acquisitionmerger date, at their respective fair values, and consolidated with those of BioLife. The fair value ofgross contractual accounts receivable acquired in the net tangible assetsacquisition was $7.1 million. Of the acquired isaccounts receivable, $53,000 was estimated to be approximately $4.2 million, the fair value of the intangible assets acquired is estimated to be approximately $12.2 million, and the residual goodwill is estimated to be approximately $19.5 million.uncollectible. The fair value estimatescalculations required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates. BioLife believes these estimates to be reasonable. Actual results may differ from these estimates.

Total consideration paid for the acquisition of SAVSU is as follows (amounts in thousands):

Stock consideration for 55.6% equity interest purchased

$19,932

This stock consideration plus the fair value of our existing equity investment in SAVSU of $15.9 million results in the total purchase price for accounting purposes of $35.8 million.

Fair Value of Net Assets Acquired

The table below represents the purchase price allocation tofair value of the net assets acquired based on their estimated fair valuesand liabilities assumed, which were recorded as of the merger date (amounts in thousands). Such amounts were estimated using
Cash$43 
Accounts receivable, net7,076 
Inventory15,547 
Prepaid expenses and other current assets639 
Property, plant and equipment, net3,512 
Operating lease right-of-use assets, net1,741 
Financing lease right-of-use assets, net114 
Long-term deposits and other assets4 
Developed technology18,140 
Customer relationships7,020 
Tradenames26,640 
Non-compete agreements1,240 
In-process research and development67,440 
Goodwill137,822 
Accounts payable(9,837)
Line of credit(4,231)
Lease liabilities, operating(1,880)
Lease liabilities, financing(114)
Long-term debt(4,410)
Deferred tax liability(24,133)
Other liabilities(7,464)
Fair value of net assets acquired$234,909
We recorded a measurement period adjustment in the most recent financial statements from SAVSU asfourth quarter of August 7, 2019.

Cash and cash equivalents

 $1,251 

Accounts receivable, net

  753 

Prepaid expenses and other current assets

  19 

Property, plant and equipment, net

  546 

Operating right-of-use asset

  233 

Assets held for lease

  2,441 

Customer relationships

  80 

Tradenames

  1,320 

Developed technology

  10,750 

Goodwill

  21,037 

Accounts Payable and accrued expenses

  (807

)

Deferred tax liabilities

  (1,541

)

Other liabilities

  (232

)

Fair value of net assets acquired

 $35,850 

the year ended December 31, 2021 of $607,000 to the fair value of goodwill and the deferred tax liability. This adjustment related to the tax attributes of the business combination.

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The fair value of SAVSU’sGlobal Cooling’s identifiable intangible assets and estimated useful lives have been estimatedare as follows (amounts in thousands, except years):

  

Estimated Fair

Value

  

Estimated Useful

Life (Years)

 

Customer relationships

 $80    6  

Tradenames

  1,320    9  

Developed technology

  10,750   7-8 

Total identifiable intangible assets

 $12,150       

Fair ValueUseful
Life (Years)
Developed technology$18,140 6
Customer relationships7,020 12
Tradenames26,640 15
Non-compete agreements1,240 4
In-process research and development67,440 N/A
Total identifiable intangible assets$120,480 
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Fair value measurement methodologies used to calculate the value of any asset can be broadly classified into one of three approaches, referred to as the cost, market and income approaches. In any fair value measurement analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the fair value measurement of that asset. The fair values of developed technology and in-process research and development were estimated using a multi-period excess earnings approach. The fair values of customer relationships were estimated using the “distributor method”. The fair value of identifiable intangible assets was determined primarily using variations of the income approach, whichtradenames is based on the presentrelief from royalty method, which estimates the value of the future after-taxtrade names based on the hypothetical royalty payments that are saved by owning the asset. The fair values of non-compete agreements were estimated using a “with and without” approach, comparing projected cash flows attributable to each identifiable intangible asset.under scenarios assuming the non-compete agreements were and were not in place. The fair value of assets held for rentinventory and property, plant and equipment waswere determined using both the cost approach and the market approach.

“market approach”.

Some of the more significant assumptions inherent in the development of intangible asset fair values, from the perspective of a market participant, include, but are not limited to (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset. Some of the more significant assumptions inherent in the in valuing the contingent consideration, include, but are not limited to (i) the amount and timing of projected future revenue, (ii) the volatility rate selected to measure the risks inherent in the revenue, and (iii) risk free interest rate.

Acquired Goodwill

goodwill

The goodwill of $21.0 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for income tax purposes.

Custom Biogenic Systems Acquisition

On November 10, 2019, we entered into an Asset Purchase Agreement, by and among the Company, Arctic Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and CBS, a Michigan corporation, pursuant to which we agreed to purchase from CBS substantially all of CBS’s assets, properties and rights (the “CBS Acquisition”). CBS, a privately held company with operations located near Detroit, Michigan, designs and manufactures liquid nitrogen laboratory freezers and cryogenic equipment and also offers a related cloud-based monitoring system that continuously assesses biologic sample storage conditions and alerts equipment owners if a fault condition occurs. The CBS Acquisition closed on November 12, 2019.

In connection with the CBS Acquisition, we paid to CBS (i) a base payment in the amount of $15.0 million, consisting of a cash payment of $11.0 million paid at the closing of the CBS Acquisition, less a cash holdback escrow of $550,000 to satisfy certain indemnification claims, and an aggregate number of shares of our common stock, with an aggregate fair value equal to $4.0 million, less a holdback escrow of shares of Common Stock with an aggregate value equal to $3.0 million to satisfy potential payments related to any product liability claims outstanding as of March 13, 2019, and (ii) potential earnout payments in calendar years 2020,2021,2022,2023 and 2024 of up to an aggregate of, but not exceeding, $15.0 million payable to the sole shareholder of CBS upon achieving certain specified revenue targets in each year for certain product lines. We do not expect to pay any earnout in 2021 related to 2020 revenues.

The CBS Acquisition was accounted for as a purchase of a business under FASB ASC Topic 805, “Business Combinations”. Under the acquisition method of accounting, the acquired assets and liabilities assumed from CBS were recorded as of the acquisition date, at their fair values, and consolidated with BioLife. The fair value of the net tangible assets acquired is $6.0 million, the fair value of the identifiable intangibles is $6.8 million, and the residual goodwill is $3.1 million. The fair value estimates required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates. BioLife believes these estimates to be reasonable. 

Total consideration transferred (in thousands):

Cash consideration

 $11,000 

Stock consideration

  4,000 

Contingent consideration

  856 

Total consideration transferred

 $15,856 

Fair Value of Net Assets Acquired

The table below represents the purchase price allocation to the net assets acquired based on their fair values (amounts in thousands). Such amounts were estimated using the most recent financial statements from CBS as of November 11, 2019.

Accounts receivable, net

 $1,044 

Inventory

  3,232 

Prepaid expenses and other current assets

  29 

Property, plant and equipment, net

  3,615 

Customer relationships

  560 

Tradenames

  800 

Developed technology

  5,430 

Goodwill

  2,954 

Accounts Payable

  (1,197

)

Other liabilities

  (611

)

Fair value of net assets acquired

 $15,856 

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The fair value of CBS’s identifiable intangible assets and weighted average useful lives have been estimated as follows (amounts in thousands except years):

  

Estimated Fair

Value

  

Estimated

Useful

Life (Years)

 

Customer relationships

 $560   6 

Tradenames

  800   6 

Developed technology

  5,430   9 

Total identifiable intangible assets

 $6,790     

Fair value measurement methodologies used to calculate the value of any asset can be broadly classified into one of three approaches, referred to as the cost, market and income approaches. In any fair value measurement analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the fair value measurement of that asset. The fair value of identifiable intangible assets was determined primarily using variations of the income approach, which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. The fair value of inventories was determined using both the cost approach and the market approach and the fair value of property, plant and equipment was determined using the cost and market approach.

Some of the more significant assumptions inherent in the development of intangible asset fair values, from the perspective of a market participant, include, but are not limited to (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset. Some of the more significant assumptions inherent in valuing the contingent consideration, include, but are not limited to (i) the amount and timing of projected future revenue, (ii) the volatility rate selected to measure the risks inherent in the revenue, and (iii) risk free interest rate.

Acquired Goodwill

The goodwill of $3.0 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. All of the goodwill recorded is expected to be deductible for income tax purposes.

Revenue, Net Income and Pro Forma Presentation for all 2019 Acquisitions

The Company recorded revenue from Astero of $1.2 million and a net loss of $1.5 million from April 1, 2019, the date of acquisition, to December 31, 2019. The Company recorded revenue from SAVSU of $692,000 and a net loss of $1.7 million from August 8, 2019, the date of acquisition, to December 31, 2019. The Company recorded revenue from CBS of $2.1 million and net income of $187,000 from November 12, 2019, the date of acquisition, to December 31, 2019. The Company has included the operating results of the acquisitions in its consolidated statements of operations since their respective acquisition date. The following pro forma financial information presents the combined results of operations of Astero, SAVSU and CBS as if the acquisition had occurred on January 1, 2019 after giving effect to certain pro forma adjustments. These pro forma adjustments include amortization expense on the acquired identifiable intangible assets, adjustments to stock-based compensation expense for equity compensation issued to employees and the income tax effect of the adjustments made. In addition, acquisition-related transaction costs and an accounting adjustment to record inventory at fair value were excluded from pro forma net income in 2019.

The following pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transactions been consummated on January 1, 2019 or of future results. Common stock equivalents are excluded since the effect is anti-dilutive due to the Company’s pro forma net losses. Common stock equivalents include unvested restricted stock, stock options and warrants:

  

Year Ended

December 31,

(unaudited)

 

(In thousands)

 

2019

  

2018

 

Total revenue

 $37,728  $32,353 

Net income (loss)

  (3,160

)

  (3,397

)

Income (loss) per share:

        

Basic and diluted

 $(0.16

)

 $(0.20

)

SciSafe Acquisition

On September 18, 2020, BioLife entered into a Stock Purchase Agreement, by and among the Company, SciSafe Holdings, Inc., a Delaware corporation, and the stockholders of SciSafe (collectively, the “SciSafe Sellers”) in accordance with the Stock Purchase Agreement, pursuant to which the Company agreed to purchase from the SciSafe Sellers one hundred percent (100%) of the issued and outstanding capital shares or other equity interests of SciSafe (the “SciSafe Acquisition”). The SciSafe Acquisition closed October 1, 2020.

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Consideration transferred

The SciSafe Acquisition was accounted for as a purchase of a business under FASB ASC Topic 805, “Business Combinations”. At the closing of the SciSafe Acquisition, the Company agreed to issue to the SciSafe Sellers 611,683 shares of common stock valued at $29.29 per share and a cash payment of $15 million, with $1.5 million held in escrow to account for adjustments for net working capital and as a security for, and a source of payment of, the Company’s indemnity rights. Pending the occurrence of certain events, the Company will issue to the SciSafe Sellers an additional 626,000 shares of common stock, which shall be issuable to SciSafe Sellers upon SciSafe achieving certain specified revenue targets in each year from 2021 to 2024. Under the acquisition method of accounting, the assets acquired and liabilities assumed from SciSafe were recorded as of the acquisition date, at their respective fair values, and consolidated with those of BioLife. The fair value of the contingent consideration of $3.7 million was determined using an Monte Carlo simulation. The fair value of the net tangible assets acquired is approximately $2.8 million, the fair value of the deferred tax liability acquired is approximately $3.3 million, the fair value of the intangible assets acquired is approximately $12.1 million, and the residual goodwill is approximately $24.9 million. The fair value calculations required critical estimates, including, but not limited to, future expected cash flows, revenue and expense projections, discount rates, revenue volatility, and royalty rates.

Total consideration transferred (in thousands):

Cash consideration

 $15,000 

Stock consideration

  17,916 

Contingent consideration

  3,663 

Working capital adjustment

  (53

)

Total consideration transferred

 $36,526 

Fair Value of Net Assets Acquired

The table below represents the purchase price allocation to the net assets acquired based on their estimated fair values (amounts in thousands).

Cash

 $500 

Accounts receivable, net

  945 

Prepaid expenses and other current assets

  31 

Property, plant and equipment, net

  3,400 

Customer relationships

  7,420 

Tradenames

  4,020 

Non-compete agreements

  660 

Goodwill

  24,943 

Other assets

  1,547 

Accounts payable

  (885

)

Deferred tax liability

  (3,297

)

Other liabilities

  (2,758

)

Fair value of net assets acquired

 $36,526 

On September 30, 2020, the Company advanced SciSafe $500,000 in cash for working capital purposes. This cash and a payable due to the Company were both assumed in the transaction and are both reflected in the fair value of net assets acquired.

The fair value of SciSafe’s identifiable intangible assets and estimated useful lives have been estimated as follows (amounts in thousands except years):

  

Estimated Fair

Value

  

Estimated

Useful

Life (Years)

 

Customer relationships

 $7,420   14 

Tradenames

  4,020   19 

Non-compete agreements

  660   4 

Total identifiable intangible assets

 $12,100     

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Fair value measurement methodologies used to calculate the value of any asset can be broadly classified into one of three approaches, referred to as the cost, market and income approaches. In any fair value measurement analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the fair value measurement of that asset. The estimated fair values of customer relationships were estimated using a multi-period excess earnings approach. The estimated fair value of the tradenames is based on the relief from royalty method which estimates the value of the trade names based on the hypothetical royalty payments that are saved by owning the asset. The estimated fair values of non-compete agreements were estimated using a “with and without” approach, comparing projected cash flows under scenarios assuming the non-compete agreements were and were not in place. The fair value of property, plant and equipment was determined using the “market approach”. The fair value of the milestone contingent consideration was determined using a scenario analysis valuation method which incorporates BioLife’s assumptions with respect to the likelihood of achievement of certain revenue milestones, revenue volatility, credit risk, timing of earnout share issuances and a risk-adjusted discount rate to estimate the present value of the expected earnout share issuances.

Some of the more significant assumptions inherent in the development of intangible asset fair values, from the perspective of a market participant, include, but are not limited to (i) the amount and timing of projected future cash flows (including revenue and expenses), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset.

Indemnification Asset

In 2020, the Company recognized a $130,000 liability for a non-income tax contingency related to the acquisition of SciSafe. At the date of acquisition, we recognized an indemnification asset at the same time and on the same basis as the recognized liability, to the extent that collection is reasonably assured, in accordance with ASC 805. When indemnified, subsequent changes in the indemnified item are offset by changes in the indemnification asset. We assess the realizability of the indemnification asset each reporting period. Changes in the principal portion of non-income tax contingencies, as well as changes in any related indemnification asset, are included in operating income. The indemnification asset is included within prepaid expenses and other current assets on the balance sheet.

Acquired Goodwill

The goodwill of $24.9$137.8 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. The goodwill recorded is not expected to be deductible for income tax purposes.

Revenue, Net Incomenet income, and Pro Forma Presentation

pro forma presentation

The Company recorded revenue from SciSafeSexton of $1.8 million and a net loss of $416,000$1.0 million from OctoberSeptember 1, 2020, 2021, the date of acquisition, to December 31, 2020. 2021. The Company recorded revenue from Global Cooling of $39.1 million and a net loss of $19.6 million from May 3, 2021, the date of acquisition, to December 31, 2021. The Company has included the operating results of the acquisitionacquisitions in its consolidated statementsConsolidated Statements of operationsOperations since thetheir respective acquisition date.
The following unaudited pro forma financial information presents the combined results of operations of SciSafeSexton as if the acquisition had occurred on January 1, 2019 2021 after giving effect to certain pro forma adjustments. These pro forma adjustments include depreciation adjustments for differences in the fair value of property and equipment,intangible amortization, expense on the acquired identifiable intangible assets, adjustments to stock-based compensation expense for equity compensation issuedand salary expense related to employees,a key employee, and the income tax effect of the adjustments made. In addition, acquisition-related transaction costs were excluded from pro forma net income in 2020.

made:

(In thousands)2021
(unaudited)
Total revenue$122,494 
Net loss$(9,860)
The following unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting frompresents the combined results of operations of Global Cooling as if the acquisition and is not necessarily indicative of the operating results that would have actuallyhad occurred had the transactions been consummated on January 1, 2019 or of future results. Common stock equivalents are excluded since the2021 after giving effect is anti-dilutive due to the Company’scertain pro forma net income (loss). Common stock equivalentsadjustments. These pro forma adjustments include unvested restricted stock, stock options and warrants.

  

Year Ended

December 31,

(unaudited)

 

(In thousands)

 

2020

  

2019

 

Total revenue

 $52,613  $43,221 

Net income (loss)

  1,798   (4,528

)

Income (loss) per share:

        

Basic

  0.06   (0.23

)

Diluted

 $(0.07

)

 $(0.23

)

intangible amortization, amortization of increased inventory basis, depreciation expense, lease
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12.

Consolidated Balance Sheet Detail

Propertyexpense, transaction costs, interest expense, stock-based compensation expense and Equipment

Propertysalary expense related to a key employee, and equipment consistthe income tax effect of the following:

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Property and equipment

        

Leasehold improvements

 $2,393  $2,112 

Furniture and computer equipment

  902   794 

Manufacturing and other equipment

  10,076   5,187 

Construction in-progress

  591   0 

Subtotal

  13,962   8,093 

Less: Accumulated depreciation

  (3,842)  (2,521)

Net property and equipment

 $10,120  $5,572 

Depreciation expense for property and equipment was $1.4 million and $544,000 for the years ended December 31, 2020 and 2019, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Accrued expenses

 $472  $301 

Accrued taxes

  112   0 

Accrued compensation

  2,898   1,554 

Warranty reserve liability

  212   191 

Deferred revenue, current

  931   324 

Loans payable, current

  614   13 

Other

  130   986 

Total accrued expenses and other current liabilities

 $5,369  $3,369 

Other Long-Term Liabilities

Other long-term liabilities consist of the following:

  

December 31,

 

(In thousands)

 

2020

  

2019

 

Loans payable, net of current

 $655  $0 

Deferred revenue, net of current

  71   0 

Other

  0   4 

Total other long-term liabilities

 $726  $4 

Loans Payable

Loans payable consisted of the following:

       

December 31,

 

(In thousands)

Maturity Date

 

Interest Rate

  

2020

  

2019

 

Paycheck Protection Program loan

May 2022

  1.0% $295  $0 

Freezer equipment loan

December 2025

  5.7%  365   0 

Manufacturing equipment loans

October 2025

  5.7%  439   0 

Freezer installation loan

Various

  6.3%  156   0 

Other loans

Various

 

Various

   14   13 

Total

     $1,269  $13 

adjustments made:
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Equipment loans are collateralized by the financed equipment.

As of December 31, 2020, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:

(In thousands)

 

Amount

 

2021

 $614 

2022

  158 

2023

  167 

2024

  177 

2025

  153 

Total

 $1,269 

13.

(In thousands)

Employee Benefit Plan

2021
(unaudited)
Total revenue$143,732 
Net income (loss)$(16,375)

18.    Employee benefit plan
The Company sponsors a 401(k)401(k) defined contribution planplans for its employees. This plan providesThese plans provide for pre-tax and post-tax contributions for all employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to this plan,these plans, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company matches employee contributions in amounts to be determined at the Company’s sole discretion. The Company made contributions of $347,000$1.1 million, $1.0 million, and $158,000$0.8 million to the planplans for the years ended December 31, 2020 2023, 2022, and 2019.

2021.

14.

Subsequent Events

19.    Subsequent events
On January 4, 2021, 1, 2024, the Company failed to comply with Section 5.7 (a) and Section 5.7 (c) of the Loan Agreement related to its Term Loan with respect to the depository account requirements and the requirement to deliver a Control Agreement for any Permitted Temporary Account upon the expiration of the Transition Period to transfer all cash holdings to the Lender's bank. On February 26, 2024, the Lender waived the existing defaults under the Loan Agreement and entered into a lease agreement for approximately 16,800 square feet in the United States. The term of our lease begins on March 1, 2021 Waiver and continues until February 28, 2026. In accordance with First Amendment to Loan and Security Agreement ("the lease agreement, the monthly base rent is approximately $13,650 at commencement and includes provisions for rent increases of approximately 3% in March of each year.

On January 29, 2021, the Company entered into a lease agreement for approximately 26,800 square feet in the United States. The term of our lease begins on the earlier of the completion of certain work set forth in the agreement and June 1, 2021 and continues until the last day of the calendar month that occurs 10 years and 5 months after the lease begins. In accordance with the lease agreement, the monthly base rent is approximately $26,800 at commencement and includes provisions for rent increases of approximately 2.5% on the first day of the first month that follows the first anniversary of the beginning of the lease of each year and on each anniversary date thereafter.

On March 11, 2021, the President of the United States signed into law the “American Rescue Plan Act of 2021” (the American Rescue Plan), which included additional economic stimulus and tax credits, including the expansion of the Employee Retention Credit. BioLife continues to examine the impact that the American Rescue Plan will have on its financial condition, results of operations, and liquidity.

On March 19, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between us, BLFS Merger Subsidiary, Inc., our wholly-owned subsidiary (“Merger Sub”), and Global Cooling, Inc. (“Global Cooling”) pursuant to which Merger Sub will merge with and into Global Cooling, with Global Cooling continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “GCI Merger”Amendment"). The total consideration to be paid by us to the stockholders of Global Cooling at the closing will be 6,646,870 shares of our common stock (representing 19.9% of the number of our shares of common stock issued and outstanding immediately prior to the date of the execution of the Merger Agreement), a portion of which will be held in two segregated escrow accounts to serve as the sole source of payment for post-closing indemnification claims. The Merger Agreement provides for mutual indemnification, subject, in certain instances, to a basket and cap. The closing of the GCI Merger is subject to various customary closing conditions, including the approval of Global Cooling’s stockholders, and may be terminated by mutual agreement, for the other party’s uncured material breach, or if there is a government order preventing the closing, among other reasons. There is no assurance that the GCI Merger will close or that, if the GCI Merger does close, it will be successful or that Global Cooling will be, or will remain, profitable.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

ITEM 9A.    CONTROLS AND PROCEDURES
(a)Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosureDecember 31, 2023. The term “disclosure controls and procedures as of the end of the period covered by this Form 10-K were not effective, due to the material weakness in our internal controls over financial reporting described below.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosureprocedures” means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or our internal controls will prevent all errorsubmits under the Exchange Act is recorded, processed, summarized, and all fraud. Areported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms. Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, management necessarily applies its judgment in evaluating the designcost-benefit relationship of possible controls and procedures.


Based on the evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described in section (b) below. A material weakness is a deficiency, or combination of deficiencies, in internal control system must reflectover financial reporting, that adversely affects the factCompany’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with U.S. GAAP such that there are resource constraints, and the benefits of controls must be considered relative to their costs. Becauseis more than a remote likelihood that a material misstatement of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within BioLife Solutions have beenCompany’s annual or interim financial statements will not be prevented or detected.

(b)

Management’s Annual Report on Internal Control Over Financial Reporting

(b)Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Policies (“U.S. GAAP”). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, our management usedUsing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework). , management of the Company under supervision and participation of the CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023.

Based on our assessment under the framework in Internal Control—Integrated Framework (2013 framework), our management concluded that our internal control over financial reporting was not effective as of December 31, 20202023 due to the existence of material weaknesses described below.

The material weaknesses identified by management primarily relate to an ineffective control environment that also impacted the design and operating effectiveness of elements of the risk assessment, monitoring and other components. These weaknesses were attributed to a material weakness in ourlack of a sufficient complement of resources with the appropriate level of internal controls described below. Atraining, knowledge, and expertise necessary to meet our financial reporting requirements and to provide adequate oversight over the performance of controls.

Additionally, management did not adequately design and implement effective control activities, including general controls over information technology, and effective policies and procedures, resulting in additional material weaknessweaknesses within certain business processes. As a result, the following additional material weaknesses were identified:
•Management did not design and maintain effective internal controls over certain financial statement areas, including the procure to pay process and revenue recognition.
•Management did not design and maintain effective information technology general controls for the significant systems used in internal control is a deficiencythe preparation of the financial statements. Specifically, we did not design and maintain:
◦controls over change management for certain financial systems to ensure that data or system changes were identified, tested, and authorized according to policy, and migrated correctly into the production environment; and
◦monitoring controls which are executed by users other than those conducting changes to our financial systems.
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Following the identification of the material weaknesses and prior to filing this Annual Report on Form 10-K, we performed additional analyses and other procedures to ensure that our consolidated financial statements included in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliablythis Annual Report were prepared in accordance with GAAP suchU.S. GAAP. Our CEO and CFO have concluded that there is more thanour consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in this Annual Report.

These material weaknesses create a remote likelihoodreasonable possibility that a material misstatement ofto the Company’s annual or interimconsolidated financial statements willwould not be prevented or detected.

As previously reported,detected on a timely basis. Therefore, we identified aconcluded that the deficiencies above represent material weaknessweaknesses in our internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2023.


Management has been actively engaged in developing and implementing remediation plans to address these material weaknesses as described below in section (c).

The Company’s independent registered public accounting firm, Grant Thornton, LLP, who audited our internal controls over financial reporting, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 with regard2023, as stated in its report.
(c)Remediation

During fiscal year 2023, management made the following changes to our controls over the accounting for financial instruments containing characteristics of both liabilities and equity. Although substantial progress has been made in remediating this material weakness, it has not been fully remediated as of December 31, 2020, and therefore this control weakness continues to constitute a material weakness. Specifically, due to insufficient technical resources, the Company’s controls were not operating effectively to allow management to timely identify errors related to the recording of certain transactions involving financial instruments as previously described.

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal yearto remediate previously identified material weaknesses, as follows:

•Ensured system administrator access is restricted to appropriate individuals.
•Made a significant investment in which the acquisition occurred.  Our management’s evaluation ofhiring additional resources to enhance our technical accounting and internal control over financial reporting excluded thecapabilities.
•Redesigned controls in all financial reporting processes and implemented 48 additional internal control activities of SciSafe Holdings, Inc. (“SciSafe” acquired on October 1, 2020) as discussedprocedures in Note 11, “Acquisitions,” ofour financial reporting processes.
•Trained finance and accounting personnel and key management roles across the Notes to the Consolidated Financial Statements. We have included the financial results of theseorganization in the consolidateddesign and execution of internal controls under the required standards.
•Transitioned the accounting system for one additional subsidiary to NetSuite in mid-2023, aiding in the standardization of controls; all entities were transitioned to NetSuite as of July 1, 2023 except the two subsidiary entities the Company plans to dispose.
•Hired a new ERP implementation consulting team in Q4 2023 with expertise in internal control system design.
•Hired a new internal audit consulting team in Q4 2023 with expertise in internal control design, including IT general controls.
Although the Company implemented meaningful control enhancements throughout the year and hired additional resources, including a new internal audit consulting firm, there was insufficient time to demonstrate full remediation of its controls related to effective control environment and process level controls in certain financial statements fromstatement areas.
While we have implemented changes to our control environment and identified fewer material weaknesses in fiscal year 2023 compared to fiscal year 2022, we require additional time to complete the date of acquisition. These acquired business constituted approximately 6%implementation of our total consolidated assets (excluding goodwillremediation plans and intangible assets related to the transactions, which were integrated into our systems and control environment) and 4% of the total consolidated revenue included in our consolidated financial statements as of and for the year ended December 31, 2020.

Because we are a smaller reporting company and a non-accelerated filer, our independent registered public accounting firm is not required to attest to or issue a report ondemonstrate the effectiveness of our remediation efforts in fiscal year 2024. The material weaknesses cannot be considered remediated until the underlying remedial controls operate for a sufficient period of time and Management has concluded, through testing, that these controls are operating effectively.

Management, with the oversight of the Audit Committee of the Board of Directors, will continue to take steps necessary to remedy the material weaknesses to reinforce the overall design and capability of our control environment. The following has been planned for implementation in Management’s ongoing efforts to remediate the identified material weaknesses:
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•The Company has included remediation of material weaknesses into its bonus compensation goals for 2024 to promote accountability of management personnel.
•The Company will enhance and standardize policies and procedures across all entities to ensure consistency in the performance of the controls; and
•The Company will continue to make strategic investments in personnel, external consultants, and available tools or systems to streamline execution and documentation of controls through organization and automation.
(d)Changes in Internal Control Over Financial Reporting

For the fiscal quarter ended December 31, 2023, Management established internal controls related to a formal cybersecurity program and a cybersecurity incident reporting policy, in compliance with the SEC cyber disclosure rule effective December 18, 2023. Additionally, the Company remediated the prior year material weaknesses related to indirect tax and IT logical access.
Management assessed control design in all financial reporting processes, identifying 48 additional key controls over financial reporting.

(c)

Changes in Internal Control Over Financial Reporting

Based on the results of testing, Management identified fewer material weaknesses in fiscal year 2023 compared to fiscal year 2022.

Other than the controls implemented to remediate the material weakness describedchanges noted above, there have been no other changes in our internal control over financial reporting during the fiscal quarter ended December 31, 20202023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table(e)Attestation Report of Contentsthe Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

(d)

Remediation

With respect to

BioLife Solutions, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of BioLife Solutions, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described above, management has continued to test and evaluatein the elementsfollowing paragraphs on the achievement of the remediation plan implemented to date.  These elements include:

●

Implementing a risk assessment process by which management identifies transactions involving financial instruments that give rise to specific risks of inappropriate accounting;

●

Hiring of additional resources, including third-party consultants, to address complex accounting matters primarily related to the expanding scope of our business operations; and,

●

Enhancing the design and implementation of key internal controls in response to identified risks.

Based on management’s review and the oversightobjectives of the Audit Committee, we have determined that, although substantial progress has been made in remediating this material weakness,control criteria, the weaknessCompany has not been fully remediated as of December 31, 2020.

As we continue to evaluate and test the remediation plan outlined above, we may also identify additional measures to address the material weakness or modify certain of the remediation procedures described above. We also may implement additional changes to ourmaintained effective internal control over financial reporting as may be appropriateof December 31, 2023, based on criteria established in the course2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of remediatingcontrol deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment.
(i) Inappropriately designed entity-level controls impacting the control environment, risk assessment, and monitoring activities to prevent or detect material misstatements to the consolidated financial statements attributed to an insufficient number of qualified resources and inadequate oversight and accountability over the performance of controls, ineffective identification and assessment or risks impacting internal control over financial reporting, and ineffective monitoring controls; (ii) inappropriate information system change management within certain key financial systems; (iii) ineffective accounting procedures and related controls over certain financial statement areas; (iv) inadequate risk assessment, accounting policies, procedures and related controls performed over the procure to pay and revenue recognition processes.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024 which expressed an unqualified opinion on those financial statements.
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Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Other information
We do not express an opinion or any other form of assurance on the remediation plans and actions described in Management’s Report.
/s/ GRANT THORNTON LLP

Bellevue, Washington
February 29, 2024
ITEM 9B.    OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
The following table identifies and provides the material weakness. Management, with the oversightterms of the Audit Committee, will continueRule 10b5-1 trading arrangements (as such term is defined in Item 408 of Regulation S-K) adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors during the quarter ended December 31, 2023.
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Name and PositionPlan Adoption / TerminationPlan Adoption / Termination DateExpiration DateNumber of Shares Purchased (Sold) / Terminated under Plan
Sarah Aebersold, Chief Human Resources OfficerAdoptionDecember 15, 2023September 30, 2024(10,000)
Todd Berard, Chief Marketing Officer(1)
TerminationDecember 15, 2023December 31, 202330,000
Todd Berard, Chief Marketing OfficerAdoptionDecember 15, 2023December 31, 2024(30,000)
Michael Rice, Former Chief Executive Officer(2)
TerminationNovember 14, 2023November 16, 202333,334
Marcus Schulz, Former Chief Revenue OfficerTerminationOctober 19, 2023April 30, 202410,000
(1) On December 15, 2023, Todd Berard, our Chief Marketing Officer, terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on September 14, 2022 for the sale of up to take steps necessary50,000 shares of the Company's common stock until December 31, 2023. The Rule 10b5-1 trading arrangement was in place solely for the potential exercise of vested stock options and for sales intended to remedysatisfy tax obligations payable due to the material weaknessvesting and settlement of certain restricted stock awards. Since the adoption of the Rule 10b5-1 trading arrangement, 20,000 shares of the Company's common stock were sold out of the original 50,000 shares.
(2) On November 14, 2023, Michael Rice, our former Chief Executive Officer, terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on September 14, 2022 for the sale of up to reinforce100,000 shares of the overall designCompany's common stock until November 16, 2023. The trading arrangement was in place solely for the potential exercise of vested stock options and capabilityfor sales intended to satisfy tax obligations payable due to the vesting and settlement of certain restricted stock awards. Since the adoption of the Rule 10b5-1 trading arrangement, 66,666 shares of the Company's common stock were sold out of the original 100,000 shares.
Non-Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2023, none of our control environment.

ITEM 9B.

OTHER INFORMATION

None.

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Tableofficers or directors adopted or terminated any non-Rule 10b5-1 trading arrangement (as such term is defined in Item 408 of ContentsRegulation S-K).
Waiver and first amendment of Term Loan
On January 1, 2024, the Company failed to comply with Section 5.7 (a) and Section 5.7 (c) of the Loan Agreement related to its Term Loan with respect to the depository account requirements and the requirement to deliver a Control Agreement for any Permitted Temporary Account upon the expiration of the Transition Period to transfer all cash holdings to the Lender's bank. On February 26, 2024, the Lender waived the existing defaults under the Loan Agreement and entered into the Waiver and First Amendment to Loan and Security Agreement ("the Amendment").

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table and text set forth the names and ages of our directors and executive officers as of March 19, 2021.December 31, 2023. The Board is comprised of only one class.class of directors. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years (based on information supplied by them) and an indication of directorships held by each director in other public companies subject to the reporting requirements under the Federal securities laws. During the past ten years, none of our current directors or executive officers has been involved in any legal proceedings that are material to an evaluation of the ability or integrity of such person, includingperson. There are no family relationships among any of the legal proceedings identified in Item 401(f)directors or executive officers named. No director or executive officer has any arrangement
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or understanding between him or her and any other person(s) pursuant to which he or she is to be selected as a director or officer of the Company.

Name

Age

Age

Position and Offices With the Company

Todd Berard

52

Chief Marketing Officer

Roderick de Greef

(1)
62

60

Chief OperatingExecutive Officer and Chairman of the Board

Troy Wichterman39Chief Financial Officer

Karen Foster

61

Chief Quality Officer

Marcus Schulz

43

Chief Revenue Officer

Sarah Aebersold

45

Vice President, Global Human Resources

Aby J. Mathew, Ph.D.

51

49

Chief Scientific Officer and Executive Vice President and Chief Scientific Officer

Michael Rice

Todd Berard		55

58

Chief ExecutiveMarketing Officer President, and Director

Raymond W. Cohen

Karen Foster		64

61

Chairman of the Board

Chief Quality and Operations Officer

Andrew Hinson

Geraint Phillips		57

57

Director

Senior Vice President, Global Operations

Garrie Richardson

51Chief Revenue Officer
Sarah Aebersold48Chief Human Resources Officer
Joseph Schick

62

59

Director
Rachel Ellingson54

Director

Amy DuRoss49Lead Director
Joydeep Goswami52Director
Tim Moore62Director

Todd Berard

(1) Roderick de Greef, previously serving as a director of the Company since January 4, 2023, was appointed as Chief Executive Officer and Chairman of the Board as of the same day.

Roderick de Greef has been Chief MarketingExecutive Officer and Chairman of the Board since October 2023 at BioLife. Previously, Mr. de Greef began serving as a director of the Board in January 2023, prior to which he served as President and Chief Operating Officer from November 2021 until he retired on January 3, 2023. Mr. de Greef was appointed Chief Operating Officer from December 2019. Before2019 to May 2021 after his appointment as Chief MarketingFinancial Officer Mr. Berard had served as Vice President of Marketing since February 2015 and Senior Director of Marketing since July 2014. Previousfrom May 2016 to BioLife, Mr. Berard served as Director of Marketing at Verathon Medical; a division of Roper Inc., from September 2010 until July 2014, overseeing the global marketing, product development, and product launch strategies for a portfolio of six medical device brands.November 2021. He also managed all strategic partnerships for product development and helped guide the organization through several key product launches and the corporate acquisition. At Verathon, Mr. Berard oversaw a creative and product management team of 12. Responsibilities included all global marketing initiatives and campaigns, strategy, product portfolio management, and strategic planning. He has over twenty years of experience in life sciences, health care, medical devices, and technology; working for both global leaders and small technology startups, including the University of Washington School of Medicine, DuPont, and Medtronic. He has a Bachelor of Science Degree in Biochemistry from the University of Vermont and an MBA from the University of Washington Foster School of Business.

Roderick de Greef has been Chief Financial Officer since May 2016. In December 2019, Mr. de Greef was additionally appointed Chief Operating Officer. He was appointedserved as interim Chief Financial Officer and interim Secretary infrom March 2016 through May 2016.  Previously, Mr. de Greef served as a director of the Company from June 2000 through November 2013, and provided the Company with strategic and financial consulting services from July 2007 through August 2011. Since February 2019,November 2022, Mr. de Greef has served as a director of the Upper Connecticut Valley Hospital, a non-profit, rural hospital in northern New Hampshire. Since December 2020, Mr. de Greef has served as a director of Sirona Medical Technologies, a cardia electrophysiology company. From February 2019 to January 2021, Mr. de Greef served as a director, chairman of the Audit Committee of the board of directors of Indonesia Energy Corporation Limited, an oil and gas exploration and production company. Mr. de Greef served Pareteum Corporation., a mobile communications company, as a director, chair of the Audit Committee and member of the Nominating and Corporate Governance Committee and Compensation Committee from September 2015 to September 2017, and also from January 2008 to October 2011. From November 2013 to October 2014, Mr. de Greef served as the president and sole director of Cambridge Cardiac Technologies, Inc. a privately held successor to Cambridge Heart, Inc. From November 2008 to October 2013, Mr. de Greef was the chairman of the board of Cambridge Heart, Inc., a manufacturer of non-invasive diagnostic cardiology products. From November 2003 to May 2013, Mr. de Greef served as a director, member of the Audit Committee and chairman of the Compensation Committee of Endologix, Inc. From 2001 to 2006, Mr. de Greef served as Executive Vice President and Chief Financial Officer of NASDAQ listed Cardiac Science, Inc., which in 2004 was ranked as the 4th fastest growing technology company in North America on Deloitte & Touche’s Fast 500 listing. Mr. de Greef received his MBAMaster of Business Administration degree from the University of Oregon, and a B.ABachelor of Arts in Economics and International Relations from San Francisco State University. Mr. de Greef has extensive experience in corporate finance and the business world in general as well as serving as an officer and director of public companies.

Troy Wichterman has been Chief Financial Officer since November 2021. Before his appointment as Chief Financial Officer, Mr. Wichterman served as the Company’s Vice President, Finance since November 2019. In that role, Mr. Wichterman oversaw the finance and accounting organization in the areas of integrating acquired businesses, acquisition due diligence and deal structure, SEC reporting, financial planning and analysis, operational finance, and audit compliance. Mr. Wichterman also served as Director of Financial Planning and Analysis from June 2016 to November 2019 and Financial Analyst from February 2015 to June 2016. Prior to joining the company, he was most recently a Senior Financial Analyst, Acquisitions at Ventas, a public healthcare REIT, from January 2013 to September 2014. Prior to Ventas, he was most recently a Senior Portfolio Analyst at Heitman, a private equity REIT, from June 2009 – January 2013 and began his career as an Auditing Associate at PwC in Chicago from 2008 to 2009. Mr. Wichterman is a CPA (inactive) and holds a
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Bachelor of Business Administration degree and a Master of Accountancy degree from the University of Wisconsin – Madison.
Aby J. Mathew, Ph.D. has been Executive Vice President and Chief Scientific Officer since December 2019. Before his appointment as Executive Vice President and Chief Scientific Officer, Dr. Mathew had served as Chief Technology Officer. Dr. Mathew was part of the founding team of BioLife Solutions, Inc., and has been employed by BioLife since 2000. Dr. Mathew is a co-developer of BioLife’s biopreservation media solutions and co-inventor on issued and pending patents related to methods, devices, and formulations for the preservation of cells, tissues, and organs. He holds a Ph.D. in Biological Sciences from Binghamton University and a B.S. in Microbiology from Cornell University. Dr. Mathew has been researching low temperature biopreservation since 1994, and his studies contributed to the development of BioLife’s current commercial HypoThermosol and CryoStor product platforms and intellectual property foundation. Dr. Mathew is currently active in, or previously a member of, AABB (formerly the American Association of Blood Banks), BEST (the Biomedical Excellence for Safer Transfusion collaborative), the International Society for Cell and Gene Therapy (ISCT), the Alliance for Regenerative Medicine (ARM), Tissue Engineering & Regenerative Medicine International Society (TERMIS), Society for Cryobiology, International Society for Biological and Environmental Repositories (ISBER), American Society for Cell Biology, and the Society for In Vitro Biology. Dr. Mathew is a member of, the Board of Directors, and Advisory Panel, of the Parent’s Guide to Cord Blood Foundation, the Scientific Advisory Board of HemaCare Corporation, the founding Board of Directors of the Cord Blood Association, the Board of Directors of PanTHERA CryoSolutions, Inc., the NIST-AMTech National Cell Manufacturing Consortium, the California Institute for Regenerative Medicine (CIRM) Clinical Advisory Panel, the Business Advisory Board of RoosterBio Inc., and the Scientific Advisory Board of SAVSU Technologies. Dr. Mathew has obtained UCLA Corporate Governance Program Certification.
Todd Berard has been Chief Marketing Officer since December 2019. Before his appointment as Chief Marketing Officer, Mr. Berard had served as Vice President of Marketing since February 2015 and Senior Director of Marketing since July 2014. Previous to BioLife, Mr. Berard served as Director of Marketing at Verathon Medical; a division of Roper Inc., from September 2010 until July 2014, overseeing the global marketing, product development, and product launch strategies for a portfolio of six medical device brands. He also managed all strategic partnerships for product development and helped guide the organization through several key product launches and the corporate acquisition. At Verathon, Mr. Berard oversaw a creative and product management team of 12. Responsibilities included all global marketing initiatives and campaigns, strategy, product portfolio management, and strategic planning. He has over twenty years of experience in life sciences, health care, medical devices, and technology; working for both global leaders and small technology startups, including the University of Washington School of Medicine, DuPont, and Medtronic. He has a Bachelor of Science Degree in Biochemistry from the University of Vermont and an MBA from the University of Washington Foster School of Business.
Karen Fosterhas been Chief Quality Officer since December 2019.2019, and became Chief Quality and Operations Officer as of January 2024. Before her appointment as Chief Quality Officer, Ms. Foster had served as Vice President, Operations since April 2016. From 2003 to early 2016, Ms. Foster was Vice President of Laboratory Operations and Site Leader at ViaCord, LLC, a family cord blood bank, and subsidiary of PerkinElmer Inc. Over a 25-year career, Ms. Foster has managed manufacturing and quality operations in several capacities for companies including ViaCord, Pfizer, Inc. (formerly Pharmacia Corporation) and Amersham Pharmacia Biotech, Inc. (formerly Phamacia Biotech, Inc.). She holds an MBA from the University of Wisconsin-Milwaukee (specialization in Operations Management), an M.S. in Zoology from University of Wisconsin-Milwaukee (specialization in Microbiology) and a B.S. in Biological Sciences from Michigan Technological University.

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TableGeraint Phillips has been Senior Vice President, Global Operations since January 2023. Before his appointment as Chief Operating Officer, Mr. Phillips served as Vice President of ContentsFreezer Operations upon the acquisition of Global Cooling, Inc. in May 2021, where he served as its Chief Operating Officer since December 2020. While VP of Freezer Operations, Mr. Phillips oversaw the Company’s liquid nitrogen storage freezer product lines. His career spans more than 20 years of operational executive leadership positions that include Senior Director of Global Operations at Azenta Life Sciences (NASDAQ: AZTA; formerly Brooks Life Sciences) and 14 years of progressive operational responsibility to the VP of Global Operations, Environmental Health Division at PerkinElmer (NYSE: PKI), where he held global responsibilities for a number of divisions. Phillips has a Bachelor of Science in Physics from Cardiff University and an MBA from the University of South Wales.

Marcus Schulz

Garrie Richardson has been Chief Revenue Officer since February 2021.October 2023. Before his appointment asto Chief Revenue Officer, Mr. Schulz hasRichardson served as the Vice President, Global Sales, since July 2020. Mr. Schulz joined the Company in August 2019 as Vice President of Sales, evo® Platform. In that role, Mr. Schulz supported the Company’s partnerships with specialty couriers that market the evo cold chain management platform to the regenerative medicine market. Prior to joining the Company, Mr. Schulz served in a variety of strategic business development and executive sales leadership roles with companies including Siemens Healthcare (2000-2009, most recently as Director, Strategic National Accounts), Johnson & Johnson (2010-2012, most recently as Sales Director), Aramark Healthcare Technologies (2012-2013, most recently as Director of Business Development), Abbott Laboratories (2013-2015, most recently as Executive Director, Healthcare Improvement), Belimed, AG (2015-2016, most recently as Executive Director, Strategic Solutions Group) and most recently, GE Healthcare (2016-2019, most recently as General Manager National Accounts)of SciSafe, Inc., where he managed a $1 billion annual revenuewholly owned subsidiary of BioLife Solutions, Inc. from 2020 to 2023. Prior to BioLife’s acquisition of SciSafe, Inc. in October 2020, Mr. Richardson was the President and
92
Founder of SciSafe, Inc. from 2010 to 2020, overseeing operations, sales and marketing and strategic account.

planning. He has a Bachelor of Science Degree in Marketing and Master of Business Administration from the Sorrell College of Business at Troy University.

Sarah Aebersoldhas been Chief Human Resources Officer since January 2023. Previously, Ms. Aebersold was Vice President, Global Human Resources since January 2021. Before her appointment as Vice President, Global Human Resources, Ms. Aebersold has2021 and served as the Senior Director, Global Human Resources & Administration since February 2020. In that role, Ms. Aebersold oversaw human resources programs in the areas of employee relations, talent acquisition, benefits, compensation, coaching, training and development, policy, and data management. Prior to joining the Company, Ms. Aebersold served in a variety of human resources roles with companies including MCG Health, a healthcare solutions provider (2016-2020, most recently as Head of Human Resources and Administration), Spacelabs Healthcare, a manufacturer of medical equipment (2014-2016, 2012-2013, most recently as Senior Manager, Human Resources), T-Mobile, a mobile communication company, (2013-2013, most recently as Human Resource Manager), Seattle Children’s Hospital, a children’s hospital (2009-2012, most recently as Manager, Human Resources Consulting), and ZymoGenetics, Inc., a biotechnology/pharmaceutical company (2004-2009, most recently as Human Resources Manager).

Aby J. Mathew, Ph.D. has been Executive Vice President and Chief Scientific Officer since December 2019. Before his appointment as Executive Vice President and Chief Scientific Officer, Dr. Mathew had served as Chief Technical Officer. Dr. Mathew was part of the founding team of BioLife Solutions, Inc., and has been employed by BioLife since 2000. Dr. Mathew is a co-developer of BioLife’s biopreservation media solutions and co-inventor on issued and pending patents related to methods, devices, and formulations for the preservation of cells, tissues, and organs. He holds a Ph.D. in Biological Sciences from Binghamton University and a B.S. in Microbiology from Cornell University. Dr. Mathew has been researching low temperature biopreservation since 1994, and his studies contributed to the development of BioLife’s current commercial HypoThermosol® and CryoStor® product platforms and intellectual property foundation. Dr. Mathew is currently active in, or previously a member of, AABB (formerly the American Association of Blood Banks), BEST (the Biomedical Excellence for Safer Transfusion collaborative), the International Society for Cell Therapy (ISCT), the Alliance for Regenerative Medicine (ARM), Tissue Engineering & Regenerative Medicine International Society (TERMIS), Society for Cryobiology, International Society for Biological and Environmental Repositories (ISBER), American Society for Cell Biology, and the Society for In Vitro Biology. Dr. Mathew is a member of, the Board of Directors, and Advisory Panel, of the Parent’s Guide to Cord Blood Foundation, the Scientific Advisory Board of HemaCare Corporation, the founding Board of Directors of the Cord Blood Association, the NIST-AMTech National Cell Manufacturing Consortium, the California Institute for Regenerative Medicine (CIRM) Clinical Advisory Panel, the Business Advisory Board of RoosterBio Inc., and the Scientific Advisory Board of SAVSU Technologies. Dr. Mathew has obtained UCLA Corporate Governance Program Certification.

Michael Rice has been President and Chief Executive Officer and a director of the Company since August 2006, and was chairman of the Board from August 2007 to November 2013. Mr. Rice has more than 30 years of leadership and entrepreneurial experience in the medical and high-tech industries. He was most recently the senior business development manager for medical and wireless products at AMI Semiconductor, from October 2004 to August 2006. From October 2000 to August 2006, Mr. Rice also served as the director of marketing and business development at Cardiac Science, Inc., a manufacturer of automated external defibrillators. Prior to that, from May 1998 to October 2000, he was the Vice President, Sales and Marketing for TEGRIS Corporation, a privately held network services provider. Mr. Rice also spent 12 years, from May 1986 to May 1998 at Physio Control Corporation in several sales and marketing management roles prior to its acquisition by Medtronic Inc. The Board has determined that Mr. Rice is qualified to serve as a director because it values management’s insight.

Raymond W. Cohen joined the Board in May 2006 and has served as Chairman of the Board since November 2013. Mr. Cohen is an accredited public company director with extensive operating and corporate governance experience holding positions on the boards of publicly listed life science companies. Mr. Cohen currently serves as the Chief Executive Officer and member of the board of directors of Axonics Modulation Technologies, Inc., (NASDAQ: AXNX), a manufacturer of neuromodulation devices. From 2010 to 2012, Mr. Cohen served as Chief Executive Officer of Vessix Vascular, Inc. until Vessix was acquired by Boston Scientific Corporation. Previously, from 1997 to 2006, Mr. Cohen served as Chairman and Chief Executive Officer of NASDAQ listed Cardiac Science, Inc., which in 2004 was ranked as the 4th fastest growing technology company in North America on Deloitte & Touche’s Fast 500 listing. In October 2020, Cohen was named as Entrepreneur of the Year by Ernst & Young for the Southwest US. Mr. Cohen holds a B.S. in Business Management from Binghamton University. The board has determined that Mr. Cohen is qualified to serve as a director because of his extensive experience with public companies.

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Andrew Hinson joined the Board in February 2007. Mr. Hinson currently serves as a consultant to the biotechnology industry specializing in matters of clinical and regulatory affairs. Mr. Hinson served as Vice President of Clinical and Regulatory Affairs for LoneStar Heart, Inc. from 2004 to 2016. Mr. Hinson previously served as the Senior Director of research and clinical development at AnGes MG, Inc. (TSE: 4563) a biotechnology firm engaged in the development and commercialization of novel gene and cell therapies for the treatment of cardiovascular disease. Prior to that Mr. Hinson had a long career with Procter & Gamble Pharmaceutical (NYSE:PG) holding multiple technical and management positions in research, clinical development and medical affairs. Mr. Hinson has diverse experience in the cell and gene therapy markets and extensive experience with regulatory affairs and clinical development of new therapies for cardiac, neurologic, and gastrointestinal diseases. The Board has determined that Mr. Hinson is qualified to serve as a director because of his experience and knowledge of companies in the biotechnology space.

Joseph Schick joined the Board in November 2013.2013 as a director and Chair of the Audit Committee. He has 1317 years of experience as a Chief Financial Officer spanning four different mid-sized companies in various industries. Prior to his experience as a Chief Financial Officer, Mr. Schick worked in various roles for seven years at Expedia (NASDAQ: EXPE), including Senior Vice President of Finance. From this background, Mr. Schick has significant experience with SEC reporting, internal controls, strategic planning, and mergers and acquisitions. Mr. Schick started his career with Arthur Andersen and is a CPA who received his B.S. in Accounting from the University of Illinois. He is also on various non-profit boards and completed the Director Certification program at UCLA. The Board has determined that Mr. Schick is qualified to serve as a director because of his financial experience with public companies.

Rachel Ellingson has served as a director and member of the Company’s Compensation Committee and Audit Committee since April 2021. Since April 2018, Ms. Ellingson has served as Senior Vice President and Chief Strategy Officer at Zimmer Biomet Holdings, Inc., a medical device company (NYSE: ZBH). As a member of the executive leadership team at ZBH, Ms. Ellingson is responsible for global oversight of strategy, business development and integration. Prior to joining ZBH, Ms. Ellingson served as Vice President, Corporate Strategy and as a member of the executive leadership team at St. Jude Medical, Inc., a medical device company, from 2011 to 2017. Before joining St. Jude Medical, Ms. Ellingson served as Vice President, Business Development and Investor Relations at AGA Medical Corporation, a developer and manufacturer of cardiovascular medical devices. Prior to joining AGA Medical, Ms. Ellingson was an investment banker, most recently as a Managing Director, Healthcare Investment Banking with Bank of America Corporation (NYSE: BAC) and prior to that, was with Cowen & Company (NASDAQ: COWN). Ms. Ellingson holds an MBA in Finance from the University of Connecticut and a Bachelor of Arts degree from the University of Rhode Island. The Board has determined that Ms. Ellingson is qualified to serve as a director because of her experience with strategic leadership and investment banking.
Amy DuRoss has served as Lead Director of the Company's Board of Directors since August 2023 and member of the Company’s Governance and Nominating Committee and as Chair of the Compensation Committee since April 2021. Ms. DuRoss previously served as Chief Executive Officer of Vineti, Inc., a healthcare technology company, from the time that she co-founded Vineti in April 2016 through March 2022. Ms. DuRoss led Vineti and its software as a service platform to the forefront of innovation supporting cell and gene therapy manufacturing, delivery and patient follow up. Before co-founding Vineti, Ms. DuRoss focused on healthcare new business creation for GE Ventures, a venture capital subsidiary of General Electric (NYSE: GE), serving as a Managing Director from May 2013 to May 2017. Prior to GE, Ms. DuRoss was Chief Business Officer at Navigenics, Inc., a genomics company sold to Life Technologies Corporation in 2012. Ms. DuRoss was Co-founder and Executive Director of Proposition 71, California's stem cell research initiative passed in 2004, as well as Chief of Staff at the resulting state grant oversight agency. Ms. DuRoss was named a 2016 Health Innovator Fellow by the Aspen Institute. Ms. DuRoss also serves as a member of the Board of Directors for the ARM Foundation for Cell and Gene Medicine. Ms. DuRoss holds an MBA, Masters degree in English, and Bachelors of Arts degree in English from Stanford University. The Board has determined that Ms. DuRoss is qualified to serve as a director because of her experience founding and growing a successful business in the cell and gene therapy space.
Joydeep Goswami has served as a director and member of the Company’s Audit Committee and as chair of the Nominating and Governance Committee since October 2021. Mr. Goswami currently serves as Chief Financial Officer at Illumina, a biotechnology company, since February 2023. Previously, Mr. Goswami was the Interim Chief Financial Officer at Illumina since July of 2022 and Chief Strategy and Corporate Development Officer since September 2019. As a member of the executive leadership at Illumina, Mr. Goswami is responsible for driving planning, strategic partnerships, and
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acquisitions. Prior to Illumina, Mr. Goswami served as the President of Thermo Fisher Scientific's Clinical Next-Generation Sequencing (NGS) and Oncology business unit, where he oversaw efforts that drove the adoption of NGS in clinical oncology, research and reproductive health. Mr.Goswami has held senior leadership roles across the pharma/biotech, diagnostics and research tool continuum, previously serving at companies such as Life Technologies and Invitrogen, in addition to Thermo Fisher Scientific. He has led teams across various functions, including sales, marketing, R&D and other support functions. Mr. Goswami served as President, Asia Pacific and Japan while at Thermo Fisher Scientific and created the Stem Cells and Regenerative Medicine Business Unit at Invitrogen. Additionally, he spent five years at McKinsey, where he specialized in strategy for pharmaceutical, medical technology and technology companies. Mr. Goswami holds his MS, PhD in Chemical Engineering, and MBA from MIT and a Bachelor's degree in Chemical Engineering from the Indian Institute of Technology. The Board has determined that Mr. Goswami is qualified to serve as a director because of his experience with strategic leadership and international business operations.
Tim Moore has served as a director and member of the Company’s Compensation and Nominating and Governance Committees since September 2022. He has more than three decades of leadership experience in biopharmaceutical manufacturing and operations. Mr. Moore served as COO of Instil Bio through December 2022, a TIL cell therapy company focused on solid tumors. Mr. Moore also served as the President and COO at PACT Pharma from October 2019 through September 2022. Prior to joining PACT, he served as Executive Vice President, Technical Operations at Kite, a Gilead Company, since March of 2016. During this time Mr. Moore was responsible for overseeing the process development, manufacturing, quality and supply chain for the launch of Yescarta®, one of the first CAR T therapies to be developed, manufactured and commercialized, as well as advancement of the Kite pipeline. In addition, Mr. Moore globally expanded the biopharmaceutical operations to serve and support the US, EU, as well as key partners in Asia. Prior to Kite, Mr. Moore served as the Senior Vice President, Head of Global Technical Operations – Biologics of Genentech, Inc. and as a member of the Genentech Executive Committee since 2010. In this role, Mr. Moore oversaw global leadership for more than 7,500 professionals across 10 internal sites and over 37 contract manufacturing organizations, as well as global manufacturing and end-to-end quality supply performance of more than 20 biological product families. Prior to that, Mr. Moore was Genentech’s Senior Vice President, Global Supply Chain and Global Engineering from 2007 to 2010. Previously, Mr. Moore served as Vice President, Operations at ZLB Behring (formerly Aventis Behring). He is currently a member of ISPE, PDA and has been a part of the Executive Committee of BioPhorum and serves as a Board member for Cerus. Mr. Moore received a B.S. in Chemical Engineering from Tulsa University and a M.S. in Engineering Management from Northwestern University. The Board has determined that Mr. Moore is qualified to serve as a director because of his extensive experience with leading and executing large scale manufacturing operations in the biopharmaceutical industry.
Except as otherwise provided by law, each director shall hold office until either their successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Officers serve at the discretion of the Board.

There are no family relationships between any

Board of our directors or executive officers and any other of our directors or executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s securities. Based solely upon a review of Forms 3, 4 and 5, and amendments thereto, filed electronically with the SEC during the year ended December 31, 2020, the Company believes that all Section 16(a) filings applicable to its directors, officers, and 10% stockholders were filed on a timely basis during the year ended December 31, 2020, except that Walter Villiger filed three late Form 4s reporting a total of five transactions, Thomas Girschweiler filed three late Form 4s reporting four transactions, and Marcus Schulz filed one late Form 4 reporting one transaction.

BOARD OF DIRECTORS

Directors

Overview

Our Bylaws provide that the size of our Board is to be determined from time to time by resolution of the Board but shall consist of at least three members. OurAs of the date of this filing, our Board presently consists of foursix members. Our Board has determined threefive of our directors–directors – Messrs. Cohen, Hinson,Schick, Goswami, and SchickMoore, and Mss. DuRoss and Ellingson – to be independent under the rules of the NASDAQ Stock Market, after taking into consideration, among other things, those transactions described under “Certain Transactions”.Transactions.” Mr. Cohende Greef serves as Chairman of the Board and is an independent director. The Board does not have a lead director; however, recognizing thatChief Executive Officer and, as of August 1, 2023, Amy DuRoss was appointed as Lead Director of the Board is composed almost entirely of outside directors, in addition to the Board’s strong committee system (as described more fully below), we believe this leadership structure is appropriate for the Company and allows the Board to maintain effective oversight of management.

Board.

At each annual meeting of stockholders, members of our Board are elected to serve until the next annual meeting and until their successors are duly elected and qualified.

If the nominees named in this report are elected, the Board will consist of six persons.

Committees of the Board of Directors

The Board has established an Audit Committee, a Compensation Committee, and a NominatingGovernance and GovernanceNominating Committee. Each committee operates pursuant to a written charter that may be viewed on our website at www.biolifesolutions.comhttp://investors.biolifesolutions.com/corporate-governance. The inclusion of our web site address in this Annual Reportdocument does not include or incorporate by reference the information on our web site into this Annual Report.

annual filing.

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The following table sets forth the current composition of the three standing committees of our Board:

Name

Board

Board

AuditCompensation

Audit

Compensation

Governance
and
Nominating
and
Governance

Mr. Rice

de Greef		Chair

X

Mr. Cohen

Chair

X

Chair

X

Mr. Hinson

X

X

X

Chair

Mr. Schick (financial expert)

X

X

ChairX

Chair

X
Ms. DuRossX

X

ChairX
Ms. Ellingson

X

XX
Mr. GoswamiXXChair
Mr. MooreXXX

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Table of Contents

Audit Committee. Our Audit Committee’s role includes the oversight of our financial, accounting and reporting processes; our system of internal accounting and financial controls; and our compliance with related legal, regulatory, and ethical requirements. The Audit Committee oversees the appointment, compensation, engagement, retention, termination and services of our independent registered public accounting firm, including conducting a review of its independence; reviewing and approving the planned scope of our annual audit; overseeing our independent registered public accounting firm’s audit work; reviewing and pre-approving any audit and non-audit services that may be performed by our independent registered public accounting firm; reviewing with management and our independent registered public accounting firm the adequacy of our internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; and monitoring the rotation of partners of our independent registered public accounting firm on our audit engagement team as required by regulation.

In addition, the Audit Committee’s role includes meeting to review our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm. The Audit Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at the Company’s expense.

The Board has determined that all members of our Audit Committee meet the independence and financial literacy standards of the NASDAQ Stock Market and applicable SEC rules. The Board of Directors has determined that Mr. Schick is an “audit committee financial expert” as defined by the rules of the SEC.

Please see the section entitled “Report of the Audit Committee of the Board of Directors” for further matters related to the Audit Committee.
Compensation Committee. The purpose of the Compensation Committee is to discharge its fiduciary responsibilities relating to the compensation of executive officers, the organizational structure, succession, retention and training policies and review and oversight of benefit programs. Our Compensation Committee is responsible for reviewing the recommendations of our Chief Executive Officer and Chief Financial Officer, making recommendations to the Board regarding the compensation of our executive officers, and ensuring that the total compensation paid to the executive officers is reasonable and competitive, and does not promote excessive risk taking. In making its recommendation to the Board, the Compensation Committee considers the results of the most recent stockholder advisory vote on executive compensation. The Chief Executive Officer may not be present during voting or deliberation on his compensation. The Compensation Committee is also responsible for reviewing and making recommendations to the Board regarding director and committee member compensation. In addition, the Compensation Committee approves and has oversight over our bonus plans for executive officers and/or stock-based compensation plans and oversight of our overall compensation plans and benefit programs, including approval and oversight of grants.

In discharge of its duties related to administration of executive bonus plans, the Compensation Committee may, subject to the terms of each plan, delegate authority to management for the day-to-day non-material administration of such plans. Further, the Compensation Committee may, subject to the terms of each plan, delegate authority to management to make grants to non-executive officers under stock-based compensation plans.

The Compensation Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at the Company’s expense. The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only
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after taking into consideration the six factors outlined in Rule 10C-1 of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). In considering and determining compensation levels, the Compensation Committee reviews independent and externally generated compensation data, in accordance with Rule 10C-1 of the Exchange Act.

The members of the Compensation Committee are independent directors within the meaning of the listing standards of the NASDAQ Stock Market.

Governance and Nominating Committee. Our Governance and Governance Committee. Our Nominating and Governance Committee’s primary purpose is to evaluate candidates for membership on our Board and make recommendations to our Board regarding candidates; make recommendations with respect to the composition of our Board and its committees; provide guidance to our human resources, legal, and finance departments relating to director orientation programs; recommend corporate governance principles applicable to the Company; manage periodic review, discussion and evaluation of the performance of our Board, its committees and its members and oversee and monitor compliance with our Code of Business Conduct and Ethics. The NominatingGovernance and GovernanceNominating Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting, and other advisors, at the Company’s expense.

All members of our NominatingGovernance and GovernanceNominating Committee are independent under the listing standards of the NASDAQ Stock Market.

The NominatingGovernance and GovernanceNominating Committee will consider candidates recommended by stockholders in accordance with the procedures set forth in our Bylaws, and prior to the date it recommends a slate of director nominees to the Board. Pursuant to the NominatingGovernance and GovernanceNominating Committee Charter, there is no difference in the manner in which a nominee recommended by a stockholder or otherwise is evaluated.

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Table of Contents

In carrying out its function to nominate candidates for election to our Board, the NominatingGovernance and GovernanceNominating Committee considers the Board’s mix of skills, experience, character, commitment and diversity—diversity, with diversity being broadly construed to mean a variety of opinions, perspectives and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics, all in the context of the requirements and needs of our Board at that point in time. In reviewing potential candidates, the Committee will also consider all relationships between any proposed nominee and any of our stockholders, competitors, customers, suppliers or other persons with a relationship to the Company. The NominatingGovernance and GovernanceNominating Committee believes that each candidate should be an individual who has demonstrated exceptional ability and judgment, who are willing and able to make a sufficient time commitment to the Company, and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders.

The NominatingGovernance and GovernanceNominating Committee’s methods for identifying candidates for election to our Board include the solicitation of ideas for possible candidates from a number of sources, including from members of our Board, our executive officers, individuals who our executive officers or Board members believe would be aware of candidates who would add value to our Board and through other research. The NominatingGovernance and GovernanceNominating Committee may, from time to time, retain, for a fee, one or more third-party search firms to identify suitable candidates. The NominatingGovernance and GovernanceNominating Committee will consider all candidates identified through the processes described above, and will evaluate each candidate, including incumbents, based on the same criteria.

The NominatingGovernance and GovernanceNominating Committee does not have a formal policy with respect to diversity; however, the Board and the NominatingGovernance and GovernanceNominating Committee believe that it is essential that the Board members represent diverse viewpoints.

Number of Meetings
The Board held a total of 23 meetings during 2023. Our Audit Committee held seven meetings in 2023, our Compensation Committee held two meetings in 2023 and our Governance and Nominating Committee held 2 meetings during 2023. Each incumbent director attended greater than 60% of the total number of Board meetings in which they were responsible for attending.
Board Member Attendance at Annual Stockholder Meetings
Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings.
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Codes of Business Conduct and Ethics

We believe in sound corporate governance practices and have always encouraged our employees, including officers and directors to conduct business in an honest and ethical manner. Additionally, it has always been our policy to comply with all applicable laws and provide accurate and timely disclosure.

Accordingly, the Board has adopted a formal written codeCode of ethicsBusiness Conduct and Ethics for all employees. The Board has adopted an additional corporate code of ethics for its Chief Executive Officer, Chief Financial Officer, and other senior financial officers, which is intended to be a “code of ethics” as defined by applicable SEC rules. The Code of Business Conduct and Ethics is publicly available on our website at http://investors.biolifesolutions.com/corporate-governance. The Company undertakes to provide to any person without charge, upon written request, a copyCode of our code of ethics by writing to Secretary, BioLife Solutions Inc., 3303 Monte Villa Parkway, Suite 310, Bothell, Washington, 98021. The code of ethicsBusiness Conduct and Ethics is designed to deter wrongdoing and promote honest and ethical conduct and compliance with applicable laws and regulations. These codes also incorporate what we expect from our executives so as to enable us to provide accurate and timely disclosure in our filings with the SEC and other public communications. Any amendments made to the Code of Business Conduct and Ethics will be available on our website.


Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s securities. Based solely upon a review of Forms 3, 4 and 5, and amendments thereto, filed electronically with the SEC during the year ended December 31, 2023, the Company believes that all Section 16(a) filings applicable to its directors, officers, and 10% stockholders were filed on a timely basis during the year ended December 31, 2023, except those listed below:
•January 10, 2023: Section 16(a) filings filed late by Michael Rice, Aby Mathew, Karen Foster, Geraint Phillips, Troy Wichterman, Sarah Aebersold, Todd Berard, and Marcus Schulz. Each filed one late Form 4 reporting one transaction.
•November 1, 2023: Section 16(a) filing filed late by Garrie Richardson reflecting one late Form 4 reporting one transaction.
•December 1, 2023: Section 16(a) filings filed late by Aby Mathew, Karen Foster, Geraint Phillips, and Troy Wichterman. Each filed one late Form 4 reporting one transaction.
Stockholder Communications with Directors
Stockholders wishing to communicate with the Board or with a particular member or committee of the Board should address communications to the Board, or to an individual member or committee as follows: c/o BioLife Solutions, Inc., Attention: Corporate Secretary, 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021. All communications will be relayed to that addressee. From time to time, the Board may change the process through which stockholders communicate with the Board or its members or committees. There were no changes in this process in 2023 or as of the date hereof. Please refer to our website at www.biolifesolutions.com for any future changes in this process. The Board or the particular director or committee of the Board to which a communication is addressed will, if it deems appropriate, promptly refer the matter either to management or to the full Board depending on the nature of the communication.
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Board Diversity Matrix
Board Diversity Matrix as of December 31, 2023
Total Number of Directors6
FemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Directors
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian1
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White23
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
ITEM 11.    EXECUTIVE COMPENSATION
Compensation Committee report
The Compensation Committee of the Board, which is comprised solely of independent directors within the meaning of applicable rules of NASDAQ, outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, is responsible for developing executive compensation policies and advising the Board with respect to such policies and administering the Company’s cash and equity incentive plans. The Compensation Committee sets performance goals and objectives for the CEO and the other executive officers, evaluates their performance with respect to those goals and sets their compensation based upon the evaluation of their performance. In evaluating executive officer pay, the Compensation Committee may retain the services of a compensation consultant and consider recommendations from the CEO with respect to goals and compensation of the other executive officers. The Compensation Committee assesses the information it receives in accordance with its business judgment. The Compensation Committee also periodically reviews non-employee director compensation. All decisions with respect to executive compensation are approved by the Compensation Committee and all decisions with respect to director compensation are recommended by the Compensation Committee to the full Board for approval.
The Compensation Committee of the Company has reviewed and discussed the compensation discussion and analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the compensation discussion and analysis be included in this document.
Respectfully submitted by the Compensation Committee:
Amy DuRoss, Chairperson
Joseph Schick
Rachel Ellingson
Timothy Moore
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Compensation discussion and analysis
Our compensation discussion and analysis (“CD&A”) describes our executive-compensation philosophy and program as reported in the executive compensation tables that follow, which provide information relating primarily to compensation decisions for the following 2023 named executive officers (“NEOs”) of the Company:

ITEM 11.

Name

EXECUTIVE COMPENSATION

Position with the Company
Roderick de Greef(1)
Chief Executive Officer and Chairman of the Board
Michael Rice(1)
Former Chief Executive Officer and Chairman of the Board
Troy WichtermanChief Financial Officer
Aby J. Mathew, Ph.D.Chief Scientific Officer and Executive Vice President
Geraint PhillipsSenior Vice President, Global Operations
Karen FosterChief Quality and Operations Officer

(1) As of October 19, 2023, Michael Rice resigned from his position as Chief Executive Officer and Chairman of the Board and the board appointed Roderick de Greef as successor. Mr. Rice is included as an NEO pursuant to Regulation S-K.
2023 year in review

For the fiscal year ended December 31, 2023, the macroeconomic environment created challenging headwinds for the CGT and broader biopharma industry, and, as a result, the Company did not achieve its financial goals for 2023. Factors contributing to the economic constraints within the industry included reduced spending across our customer base for both capital equipment and consumables in addition to destocking by our customers and distributors in our high margin cell processing products.

To navigate the financial challenges that arose from the macroeconomic conditions in 2023, we focused our efforts on managing our operating expenses through a reduction in workforce and limiting discretionary expenses in Q3, 2023. As announced in the third quarter of 2023, we determined that divesting our Freezer Businesses would optimize the performance of our product portfolio by focusing on recurring, higher margin revenue streams within our cell processing and biostorage services product lines. We anticipate the divestiture of the Freezer Businesses to conclude during the first half of 2024.

In continued efforts to manage our expenses given the economic circumstances our company faced during the year, the Board did not award cash bonuses to the executive team as the 2023 financial goals for the year had not been met. However, we are keenly focused on continuing to achieve our corporate goals in alignment with our broader purpose to return long-term value to our shareholders. We are confident the execution of the initiatives outlined above will increase our profitability through our focus on differentiated products suited to the complexities of manufacturing cell and gene therapies, and are in the best interest of the Company and our shareholders.
Compensation philosophy
The Company’s compensation philosophy is to provide compensation that will attract and retain high-performing talent in our industry, motivate the Company’s executive officers to create long-term, enhanced shareholder value and provide a fair reward for executive effort, and stimulate professional and personal growth. The Company believes that the compensation of its executive officers should align the executive officers’ interests with those of the shareholders and focus executive officer behavior to achieve both near-term corporate goals and long-term business and strategies.
It is the responsibility of the Compensation Committee of the Board to administer the Company’s compensation programs to ensure that they are competitive with other bioprocessing, life sciences, and biotechnology companies, and to include incentives that are designed to appropriately drive the Company’s continued development to create shareholder value. The Compensation Committee reviews and approves all components of the Company’s executive officer compensation, including base salaries, annual cash incentive compensation, and equity incentive compensation.
Compensation objectives
The Company’s compensation programs for its executive officers are designed to provide the following:
•Salaries and total compensation that are competitive with other bioprocessing, life sciences, and biotechnology companies with which the Company competes for talent, determined by comparing the Company’s pay practices
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with these companies. The committee’s objective is to align executive total annual compensation, including salary, cash bonus and long-term equity, near the 50th percentile of the Company’s peer group.
•Equity incentive compensation, including market-based equity awards, to ensure that its executive officers are motivated over the long-term to respond to the Company’s business challenges and opportunities as owners and not just as employees, thereby aligning the executive officers’ interests with those of shareholders.
•Annual cash incentive compensation that motivates the executive officers to lead and manage the business to meet the Company’s near-and long-term objectives.
The following features of our compensation programs are designed to protect and promote the interests of our shareholders while aligning executive compensation with performance. Below we summarize practices we follow to incentivize performance and retain leadership, and practices we do not follow because we do not believe they serve the long-term interests of our shareholders:
We DoWe Don’t
Pay for Performance: We emphasize market-based compensation that aligns the interests of our shareholders and executive officers through the use of both near-term cash incentive compensation and long-term equity awards subject to both time and market-based vesting.
Hedge or Pledge: We do not allow executive officers to engage in hedging or pledging of our securities.
Benchmark: We maintain an industry-specific peer group for annual benchmarking of executive compensation. This benchmarking is a key factor among those used to determine appropriate compensation for our NEOs.
Re-Pricing: We do not allow re-pricing of underwater stock options without shareholder approval.
Benefits: We offer market-competitive benefits for executives that are consistent with the benefits we offer all our employees.
Gross up Payments: We do not provide excise tax gross-up payments for our executive officers.
Consult: We consistently engage an independent compensation consultant to advise on compensation levels and practices.
Guaranteed Bonuses: We do not provide guaranteed bonuses to our executive officers.
Risk Assessment: We perform an annual compensation risk assessment.
Double Trigger: We provide each NEO severance benefits that are triggered only upon a termination of employment, including resignation for good reason, following a change-in-control (i.e., double trigger).
Board and Compensation Committee consideration of shareholder advisory votes on compensation
In evaluating our executive compensation programs for the fiscal year ended December 31, 2023, the Compensation Committee considered the shareholder advisory vote on our executive compensation, (the “say-on-pay vote”), for the fiscal year ended December 31, 2022, which was approved by 74.2% of the votes cast.
The Compensation Committee determined that the structure of our executive compensation policies continues to be appropriately aligned to the achievement of Company goals and objectives and the best interests of shareholders. We believe that compensation program enhancements of the past several years, as well as our commitment to improved transparency in our CD&A disclosure, have resulted in a compensation program that best serves our Company, our executives, and our shareholders. The Compensation Committee values and continues to consider shareholder input and feedback, including the results of say-on-pay votes, on our compensation program structure.
Compensation evaluation process
The Company’s executive officer compensation consists of three primary components: base salary, annual cash incentive compensation, and equity incentive compensation. Each of these components is intended to complement the others, and taken together, to satisfy the Company’s compensation objectives. The Compensation Committee considers a number of factors in setting compensation for its executive officers, including Company performance, the executive’s functional performance, experience and responsibilities, and the compensation of executive officers in similar positions in our peer group of companies.
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Role of compensation consultant
In establishing compensation levels for each executive officer, the Compensation Committee has the authority to engage the services of outside experts. For analysis of the fiscal year ended December 31, 2023 executive compensation structure, the Compensation Committee retained FW Cook, an independent compensation consulting firm, to assist management in assessing and reporting to the Compensation Committee the competitiveness and effectiveness of the Company’s executive compensation programs. In addition, our finance and human resources departments support management in their work and act in accordance with the direction given to them to administer our compensation programs.
Management has assessed any potential conflicts of interest raised by the work of FW Cook, our compensation consultant, pursuant to SEC rules and has determined that no such conflict of interest exists.
In December 2022, the Compensation Committee held meetings with management to review the reports prepared by FW Cook to:
•Review our compensation objectives
•Review the actual compensation of our executive officers for consistency with our objectives
•Analyze trends in executive compensation
•Assess our variable cash compensation structure, as well as incentive plan components and mechanics, to ensure an appropriate correlation between pay and performance with resulting compensation opportunities that balance returns to the Company and its shareholders
•Assess our equity-based awards programs against our objectives of executive incentive, retention, and alignment with shareholder interests
•Review our peer group and consider appropriate changes related to the realignment of our business
•Benchmark our executive cash compensation and equity-based awards programs, and assess our pay versus performance against our peer group
•Review recommendations for fiscal year 2023 compensation for appropriateness relative to our compensation objectives
Use of peer group to benchmark compensation
In December 2022, FW Cook provided management with an analysis of base salary, target bonus, target total cash, long-term incentive value and design, and target total compensation for executives, and cash and equity compensation for non-employee directors, of comparable companies in the bioprocessing, life sciences, and biotechnology industries. In performing this analysis, FW Cook used a peer group of 20 bioprocessing, life sciences, and biotechnology companies, which was reviewed and approved by management. As necessary, FW Cook, in conjunction with management, reevaluates our peer group in light of developments in the market and our industry. As a result of this review, three companies were added to the peer group and three companies were removed from the peer group compared to the prior report. The companies included in the peer group had revenues with a median of $215 million, as compared to the group’s median revenue of $168 million in fiscal year 2022, when the evaluation was last completed.
The peer group used in the report presented for consideration of 2023 compensation decisions and approved by the management consisted of the following companies:
ANGOAngioDynamicsCSIICardiovascular Systems, IncNSTGNanoString Technologies, Inc.
HALO
Antares Pharma, Inc.(1)
CERSCerus CorporationNVRONEVRO Corporation
AORTArtivionCDXSCodexis, Inc.MCRBSeres Therapeutics
ATRIAtrion CorporationCYRXCryoport, Inc.SILKSilk Road Medical, Inc.
CDMOAvid Bioservices, Inc.GKOSGlaukos CorporationSTAASTAAR Surgical Company
AXGNAxogen CorporationIRTCiRhythm Technologies, Inc.VCYTVeracyte, Inc.
AZTAAzentaMLABMesa Laboratories, Inc.
(1)Antares Pharma, Inc. was acquired by Halozyme (NASDAQ: HALO) as of May 2022.
The use of peer group compensation data is one of several factors in determining appropriate compensation parameters for base salary, variable cash compensation, and equity-based, long-term incentives. The Compensation Committee’s
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executive compensation decisions are made on a case-by-case basis, and specific benchmark results do not, in and of themselves, determine individual target compensation decisions.
While the Compensation Committee generally targets each NEO’s total compensation to be near the 50th percentile of the peer group, it considers a number of additional factors to determine the appropriate level of each NEO’s total compensation and each component of compensation, including Company performance and the relevant executive’s performance, experience, responsibilities and impact. Due to these other factors, the Compensation Committee may set an NEO’s compensation below, at, or above the 50th percentile of the peer group.
Annual review of long-term incentives
The Compensation Committee believes that equity incentives in the form of restricted stock awards, subject to vesting over time or upon achievement of performance or market-based objectives, are effective vehicles to align individual and team performance with the achievement of the Company’s strategic and financial goals over time, retain our NEOs, and align the interests of our NEOs with those of our shareholders.
In January 2023, the Compensation Committee granted to the NEOs, service vesting-based restricted stock awards which vest over a four-year period, and market-based restricted stock awards which contain a market condition based on Total Shareholder Return (“TSR”). The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of our 20 company peer group. The size of these grants is based on target long-term incentive levels for each of the NEOs.

Executive compensation

Base salary

Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for day-to-day performance. The Compensation Committee believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Each executive officer’s base salary is initially determined upon hire or promotion based on the executive officer’s responsibilities, prior experience, individual compensation history and salary levels of other executives within the Company and similarly situated executives within our peer group. Base salary is typically reviewed annually. The Compensation Committee believes that the base salaries paid to our executive officers during the fiscal year ended December 31, 2023 achieved the Company’s compensation objectives. Base salaries for the named executive officers for 2023, 2022 and 2021 are as follows:

Name2023 Base Salary ($) (1)2022 Base Salary ($) (1)2021 Base Salary ($) (1)Base Salary Increase in 2023 vs 2022 (%)Base Salary Increase in 2022 vs 2021 (%)
Roderick de Greef(2)
744,450 450,000 412,137 65 9 
Michael Rice(2)
709,000 645,000 641,019 10 1 
Aby J Mathew435,000 419,750 419,750 4 — 
Troy Wichterman472,000 375,000 249,077 26 50 
Geraint Phillips380,000 300,000 237,415 27 25 
Karen Foster382,000 356,500 356,500 7 — 
(1) These base salary increases were based on each named executive officer’s performance, qualifications, experience, responsibilities, and FW Cook’s survey of the publicly disclosed compensation for similar positions at companies in the peer group.
(2) The 2023 base salaries presented here are reflecting the annual salaries outlined within the employment agreements of each respective NEO. The actual salary earned by each NEO is presented within the Summary compensation table as both did not serve in their position for the entirety of 2023.
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Annual cash incentive compensation (short-term incentive) plan
In 2023, as in prior years, executives were eligible for bonuses, as approved by the Compensation Committee and the Board, with pre-established goals and weightings, which was designed to reward achievements based upon quantitative and qualitative Company performance (the “Company Objectives”), and to incentivize and reward NEOs for achieving performance goals that drive Company performance, align pay and performance, and support the long-term growth of the Company.
All NEO incentive payouts are calculated based solely on Company Objectives to closely align compensation with the Company’s performance. The Compensation Committee determines each NEO’s annual cash incentive compensation after the end of each fiscal year, which is calculated as a percentage of the executive officer’s target annual cash incentive compensation (“Target Award”). The Compensation Committee establishes each NEOs Target Award at a level that represents a meaningful portion of each NEOs cash compensation. In addition, the Compensation Committee sets thresholds, target, and maximum performance goals, and related payout levels, considering annual cash incentive compensation levels for comparable positions within our peer group and our own historical practices. An NEO could earn between 0% and 110% of the NEOs Target Award for achievement of Corporate Objectives, dependent upon the level of achieved performance.
Annual cash incentive compensation (short-term incentive) plan protocol
The Compensation Committee administers the Plan:
1.At the beginning of the fiscal year, the CEO, with assistance from senior management, proposes annual Company Objectives, measurement criteria and weightings, subject to review and approval by the Compensation Committee.
2.At the beginning of the following fiscal year, the CEO and CFO evaluate performance levels and the achievement of these annual Company Objectives, which are subject to review and approval by the Compensation Committee. Specific bonus award recommendations for all participants are submitted by the CEO to the Compensation Committee for review and approval.
3.The Compensation Committee determines the bonus awards for individual participants based on the Target Awards and the Company’s performance against the Company Objectives.
Summary of 2023 performance measure and goals
The Compensation Committee may, at its discretion, elect to adjust bonuses or not to pay bonuses at all. A Target Award and the weight assigned to Company Objectives are determined based upon competitive market data derived from our peer group. The final incentive payout is determined based on the achievement of Company Objectives defined for each organizational level and position and the Target Award.
Our Company is focused on driving above-industry level growth through internal innovation, acquisitions, and expansion of applications for our products and services. With our focus on revenue growth, gross margin improvements, and positive adjusted EBITDA, we believe that revenue, gross margin, and Adjusted EBITDA are relevant metrics to reflect success. Revenue was the highest weighted Company Objective, and the remaining weighting was attributed to each of the other Company Objectives as recommended by management and approved by the Compensation Committee. We believe these are objectives that our executive team can directly impact, and that drive shareholder value.
For the 2023 Plan, the Compensation Committee set the following Company Objectives and related payout levels:
•Revenue (60%): For 2023, the revenue target was set at $194 million, which if achieved, would result in a payout of 60% of each NEOs Target Award. If the Company achieved revenues of $200 million, a 20% increase of payout would result and each NEOs Target Award would be paid at 72% with respect to the revenue metric. If achieved performance was below $194 million but at or above $186 million, a 20% reduction of payout would result and each NEOs Target Award would be paid at 48% with respect to the revenue metric. If achieved performance was below $186 million, then no payout would be made to the NEOs with respect to the revenue metric.
•Adjusted Gross Margin(1) (20%): For 2023, the adjusted gross margin target was set at 38%, which if achieved, would result in a payout of 20% of each NEOs Target Award. If the Company achieved adjusted gross margin of 40%, a 20% increase of payout would result and each NEOs Target Award would be paid at 24% with respect to the adjusted gross margin metric. If achieved performance was below 38% but at or above 36%, a 20% reduction of payout would result and each NEOs Target Award would be paid at 16% with respect to the adjusted gross margin
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metric. If achieved performance was below 36%, then no payout would be made to the NEOs with respect to the adjusted gross margin metric.
•Adjusted EBITDA(1) (20%): For 2023, the adjusted EBITDA target was set at 8% of revenues, which if achieved, would result in a payout of 20% of each NEOs Target Award with respect to the adjusted EBITDA metric. If the Company achieved adjusted EBITDA of 10% of revenues, a 20% increase of payout would result and each NEOs Target Award would be paid at 24% with respect to the adjusted EBITDA metric. If achieved performance was below 8% of revenues but at or above 6% of revenues, a 20% reduction of payout would result and each NEOs Target Award would be paid at 16% with respect to the adjusted EBITDA metric. If achieved performance was below 6% of revenues, then no payout would be made to the NEOs with respect to the adjusted EBITDA metric.
(1) Adjusted Gross Margin and Adjusted EBITDA are non-GAAP metrics. A reconciliation of these metrics is provided below.
Non-GAAP metric reconciliation tables
Our Target Awards include the calculation of non-GAAP financial measures in which we believe provide useful information for evaluating business performance. When analyzing the Company's operating results, investors should not consider non-GAAP measures as substitutes for the comparable financial measures prepared in accordance with GAAP.
Adjusted gross margin reconciliation
Year Ended December 31,
202320222021
GAAP total revenues$143,271 $161,759 $119,156 
GAAP cost of revenues(96,519)(107,937)(82,108)
COGS intangible asset amortization(2,781)(5,007)(4,557)
GAAP GROSS PROFIT$43,971 $48,815 $32,491 
GAAP GROSS MARGIN30.7 %30.2 %27.3 %
ADJUSTMENTS TO GROSS PROFIT:
Inventory step-up— 251 1,130 
Inventory reserve costs2,334 — — 
Loss on disposal of assets286 — — 
Intangible asset amortization2,781 5,007 4,557 
ADJUSTED GROSS PROFIT$49,372 $54,073 $38,178 
ADJUSTED GROSS MARGIN34.5 %33.4 %32.0 %
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Adjusted EBITDA reconciliation
Year Ended December 31,
202320222021
GAAP NET (LOSS) / INCOME$(66,427)$(139,805)$(8,908)
ADJUSTMENTS:
Interest expense, net1,812 687 485 
Income tax (expense) benefit169 (5,022)(20,118)
Depreciation7,126 6,834 4,800 
Intangible asset amortization5,181 9,697 8,202 
EBITDA$(52,139)$(127,609)$(15,539)
Share-based compensation (non-cash)31,670 25,334 13,974 
Inventory step-up— 251 1,130 
Acquisition and divestiture costs3,226 18 1,636 
Severance costs1,591 — — 
Loss (gain) on disposal of assets477 683 (145)
Change in fair value of investments— (697)— 
Change in fair value of contingent consideration(2,193)(4,754)2,875 
Change in fair value of warrant liability— — 121 
Gain on settlement of Global Cooling escrow(5,115)— — 
Asset impairment charges15,485 110,364 — 
Inventory reserve costs2,334 — — 
ADJUSTED EBITDA(1)
$(4,664)$3,590 $4,052 
ADJUSTED EBITDA as a percentage of total revenues(3.3 %)2.2 %3.4 %
(1) Adjusted EBITDA excluded executive bonuses from GAAP operating expenses to determine target award percentage.
Individual annual cash incentive targets
For the fiscal year ended December 31, 2023, the Company established a Target Award for each NEO Company Objectives, which are set forth below:
NameTarget Award as % of Salary for the Fiscal Year Ended December 31, 2023Portion Tied to Company Objectives (%)
Roderick de Greef100 100 
Michael Rice100 100 
Aby J Mathew45 100 
Troy Wichterman60 100 
Geraint Phillips55 100 
Karen Foster45 100 
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Performance against 2023 company objectives
The following table summarizes the performance of the Company against its Objectives for the fiscal year ended December 31, 2023:
Company Objectives for the Fiscal Year Ended December 31, 2023
Revenue targetRevenues of $143.3 million did not meet threshold
Adjusted Gross Margin targetAdjusted Gross Margin of 34.5% did not meet threshold
Adjusted EBITDA targetAdjusted EBITDA of (3.3%) did not meet threshold
Annual bonus incentive payments under the plan
As stated above, the Company did not achieve its financial goals for 2023. As a result, the Compensation Committee did not award bonus payouts to NEOs.
Objectives for the fiscal year ending December 31, 2024
Our annual cash incentive compensation plan for the fiscal year ending December 31, 2024 is generally consistent with the program for the fiscal year ended December 31, 2023. The Compensation Committee, after reviewing assessments provided by management along with market data from FW Cook, determined each NEOs Target Award percentage of salary for the fiscal year 2024. Company Objectives, including revenue, adjusted gross margin, adjusted EBITDA, remediation of material weaknesses, system implementation metrics, and weightings were established to determine threshold, target, and maximum performance goals for the 2024 annual bonus.
Equity incentive compensation
The Compensation Committee believes that equity incentives in the form of service vesting-based restricted stock awards and market-based restricted stock awards are effective instruments for long-term compensation. Equity incentives align individual and team performance with the achievement of the Company’s strategic and financial goals, long-term value creation, and shareholders’ interests. Restricted stock awards are impacted by all stock price changes, so the value to the executive officers is affected by both increases and decreases in stock price from the market price at the date of grant.
For the fiscal year ended December 31, 2023, the Compensation Committee considered a number of factors in determining what, if any, equity incentive compensation to grant to the executive officers, including:
•the performance of the Company during the fiscal year
•the number of shares subject to, and exercise price of, outstanding options held by the executive officers
•the number of restricted stock units held by the executive officers
•the vesting schedule of the unvested equity awards held by the executive officers
•the financial statement impact of any equity award
•the amount and percentage of the total equity on a diluted basis held by the executive officers
•the available shares under the Company’s equity incentive plan
The target split of the long-term equity incentive compensation awards made to our NEOs, based upon dollar value, is 50% market-based, and 50% service vesting-based restricted stock awards. We granted our NEOs these equity incentive instruments in 2023, 2022 and 2021 and we anticipate that we will continue to include these grants as part of our long-term incentive compensation program going forward for the reasons noted above.
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In January 2023, the Compensation Committee granted the following long-term incentive compensation awards to each of the named executive officers of the Company. These awards are split based upon dollar value between service vesting-based restricted stock awards (50%) and market-based restricted stock awards (50%).
NameService-vesting based stock awards (#)Market-based Stock Units (#)
Roderick de Greef(1)
——
Michael Rice(2)
99,03899,038
Aby J Mathew20,94020,940
Troy Wichterman34,29634,296
Geraint Phillips21,22321,223
Karen Foster16,97816,978
(1) As of the date of grant for the long-term incentive compensation awards, Mr. de Greef was a member of the Board of Directors and therefore did not receive the award above designated to the NEOs. However, Mr. de Greef was awarded 394,856 shares, vesting annually in four equal parts, upon appointment to Chief Executive Officer on October 19, 2023. All awarded shares were service-vesting based. Further details on all shares awarded are within the Grants of plan-based awards table below.
(2) Upon Mr. Rice's resignation on October 19, 2023, all service-vesting based shares, both vested and unvested, were accelerated. Only Mr. Rice's market-based stock granted during 2022 and 2023, which were 70,094 and 99,038 market-based shares, respectively, remain active and will vest only upon the achievement of the Company's performance against the 20 company peer group during the periods of January 1, 2022 through December 31, 2023 and January 1, 2023 through December 31, 2024, respectively.
Service vesting-based equity awards granted in 2023 will vest one-quarter of the shares in one year with the remainder vesting quarterly over three years. Market-based restricted stock awards contain a market condition based on Total Shareholder Return (“TSR”). The TSR market condition measures the Company’s performance against a peer group. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of our 20 company peer group.
2024 long-term equity incentive compensation
In January 2024, the Compensation Committee granted long-term incentive compensation awards to each of the NEOs of the Company. Consistent with the Company’s compensation philosophy and objectives, as described above, these awards are split based upon dollar value between service vesting-based restricted stock (50%) and market-based restricted stock (50%), all of which are subject to similar vesting conditions to comparable service vesting-based and market-based instruments awarded by BioLife as discussed above.
Other compensation
All full-time employees, including the executive officers, are eligible to participate in the health benefits programs, including medical, dental and vision care coverage, disability and life insurance and the Company’s 401(k) plan. Under the 401(k) plan, the Company matches 100% of the first 4% of eligible compensation contributed by employees. Additionally, the Company reimburses the Chief Executive Officer for travel expenses and additional tax gross up payments to cover travel costs between the corporate headquarters and their personal residence.
Termination and change of control provisions
We have entered into agreements with our NEOs that provide certain benefits if employment is terminated under certain circumstances, including under certain circumstances in connection with a change of control. We believe that these protections serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize shareholder value, including in the event of a transaction that could result in a change of control of the Company. We believe that these protections promote the stability, continuity and impartiality of our executives in a change of control situation.
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Tax and accounting considerations
We have not provided or agreed to provide any of the Company’s executive officers or directors with a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant shareholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an employee, director or service provider receives “deferred compensation” that is not exempt from or does not meet the requirements of Section 409A.
For the Company’s financial statements, cash compensation, such as salary and bonus, is expensed and for income tax returns, cash compensation is generally deductible except as set forth below. For equity-based compensation, we expense the fair value of such grants over the requisite service period.
Generally, Section 162(m) of the Code disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid for any fiscal year to its chief executive officer, chief financial officer, and certain other current and former highly compensated employees that qualify as “covered employees” within the meaning of Section 162(m). The Compensation Committee believes that shareholder interests are best served if the Compensation Committee retains maximum flexibility to design executive compensation programs that meet stated business objectives. For these reasons, the Compensation Committee, while considering tax deductibility as a factor in determining executive compensation, may not limit such compensation to those levels that will be deductible.
Incentive compensation clawback policy
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), we maintain a clawback policy, which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023.
Compensation risk assessment
The Compensation Committee not only considers and evaluates risks related to the Company’s cash and equity-based compensation programs and practices, but also evaluates whether the Company’s compensation plans encourage participants to take excessive risks that are reasonably likely to have a material adverse effect on the Company. Consistent with SEC disclosure requirements, the Compensation Committee has worked with management to assess compensation policies and practices for Company employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
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Executive compensation tables
Summary compensation table
The following table summarizes the compensation earned during the fiscal years ended December 31, 2023, 2022, and 2021 by the Company’s named executive officers, as such officers are determined in accordance with Regulation S-K (each referred to herein as a “named executive officer” or “NEO”).
Name and Principal
Positions
(a)		Year
(b)		Salary
($)
(c)(1)		Bonus
($) (d)		Stock
Awards
($) (e)(2)		Non-Equity
Incentive Plan
Compensation
($) (f)(3)		All Other
Compensation
($) (g)		Total
($)
(h)
Roderick de Greef2023198,890 (4)62,740 (5)4,588,883 (6)— 466,285 (7)5,316,798 
Chief Executive Officer and2022450,000 — 1,747,823 (8)185,850 — 2,383,673 
Chairman of the Board2021412,137 — 544,603 (9)223,850 — 1,180,590 
Michael Rice2023567,200 (10)— 3,603,003 (11)— 730,252 (12)4,900,455 
Former Chief Executive Officer2022645,000 — 3,703,620 (13)380,550 — 4,729,170 
and Chairman of the Board2021641,019 — 1,005,813 (14)603,075 — 2,249,907 
Aby J. Mathew2023435,000 — 897,488 (15)— 13,200 (16)1,345,688 
Executive Vice President and2022419,750 — 1,155,834 (17)111,510 12,200 1,699,294 
Chief Scientific Officer2021419,750 — 579,568 (18)207,776 11,266 1,218,360 
Troy Wichterman2023472,000 — 1,212,021 (19)— 13,200 (20)1,697,221 
Chief Financial Officer2022375,000 — 1,245,968 (21)121,688 12,200 1,754,856 
2021249,077 — 280,024 (22)30,000 11,463 570,564 
Geraint Phillips2023380,000 — 909,617 (23)— 13,200 (24)1,302,817 
Senior Vice President2022300,000 — 482,254 (25)45,600 12,200 840,054 
Global Operations2021237,415 — 266,023 (26)— — 503,438 
Karen Foster2023382,000 — 727,677 (27)— 13,200 (28)1,122,877 
Chief Quality and Operations2022356,500 — 891,900 (29)84,252 12,200 1,344,852 
Officer2021356,500 — 492,530 (30)156,860 11,518 1,017,408 
________________________
(1)Reflects base salary earned in each applicable period.
(2)Represents the the aggregate grant-date fair value of restricted stock measured in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in the valuation are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in this Form 10-K.
(3)The named executive officers’ Cash Incentive Plan awards are based on the performance of the Company relative to predetermined financial goals (Company Objectives) that closely align compensation with the Company’s performance. The threshold, target, and maximum payout amounts for each named executive officer’s Cash Incentive Plan payout opportunity for 2023 are shown in the table entitled Grants of Plan-Based Awards table below.
(4)The base salary reflected here is prorated for the period in which Mr. de Greef served as Chief Executive Officer. Mr. de Greef was appointed on October 19, 2023 to the position at a base salary of $744,450. The base salary presented reflects his service as CEO from his date of appointment through December 31, 2023. Mr. de Greef's salary also reflects his board retainer compensation for services performed as a Board Member from January 4, 2023 through October 18, 2023.
(5)This bonus reflects Mr. de Greef's extraordinary award provided by the BOD for extraordinary services as a director upon his appointment to Chief Executive Officer and Chairman on October 19, 2023.
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(6)Represents the grant-date fair value of 394,856 service vesting-based restricted stock granted on October 19, 2023. The service vesting-based restricted stock award granted October 19, 2023 will vest 1/4 of the shares annually over 4 years so long as Mr. de Greef remains employed by the Company through such date, provided that all unvested shares as of January 1, 2027 shall fully vest. The total fair value of shares awarded reflected here do not reflect the fair value of shares awarded to Mr. de Greef during his service as a Director on the BOD from January 4, 2023 through October 18, 2023. These shares are reflected in the Director compensation section below.
(7)This amount represents the $450,000 severance Mr. de Greef received upon his retirement from the Company on January 3, 2023 prior to being appointed to the BOD and subsequently reappointed to Chief Executive Officer as of October 19, 2023. The amount also includes $16,285 of travel expense reimbursement provided to Mr. de Greef for travel between his personal residence and corporate headquarters in Bothell, Washington. Per his employment agreement, Mr. de Greef is eligible for up to $75,000 in travel expense reimbursement each year.
(8)Represents fair value of 23,365 service vesting-based restricted stock and 23,365 market-based restricted stock granted on February 24, 2022, 12,068 service vesting-based restricted stock awards granted on January 3, 2022, and 5,882 service vesting-based restricted stock awards granted in lieu of salary on various dates from May 2022 through August 2022. The service vesting-based restricted stock award granted February 24, 2022 will vest 1/4 of the shares on February 24, 2023 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of our 20 company peer group. The service vesting-based restricted award granted on January 3, 2022 vested 1/4 each quarter end during 2022 and was fully vested on December 31, 2022.
(9)Represents fair value of 4,740 service vesting-based restricted stock and 4,740 market-based restricted stock granted on February 8, 2021, and 3,222 service vesting-based restricted stock granted on April 12, 2021. The service vesting-based restricted stock award granted February 8, 2021 vests in 4 quarterly increments beginning on January 1, 2022, provided that Mr. de Greef continues to be employed with BioLife through the vesting dates. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of our 20 company peer group. The service vesting-based restricted award granted April 12, 2021 fully vested October 12, 2021.
(10)The base salary reflected here is prorated for the period in which Mr. Rice served as Chief Executive Officer. Mr. Rice retired from his position on October 19, 2023, which had a base salary of $709,000. The base salary presented reflects his service as CEO from January 1, 2023 through his date of retirement.
(11)Represents fair value of 99,038 service vesting-based restricted stock and 99,038 market-based restricted stock granted on January 8, 2023. The service vesting-based restricted stock award granted January 8, 2023 was accelerated and fully vested as of Mr. Rice's retirement date of October 19, 2023. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of our 20 company peer group.
(12)Represents the severance paid out to Mr. Rice upon his resignation from the Company on October 19, 2023.
(13)Represents fair value of 70,094 service vesting-based restricted stock and 70,094 market-based restricted stock granted on February 24, 2022, and 5,537 service vesting-based restricted stock awards granted in lieu of salary on various dates from May 2022 through August 2022. The service vesting-based restricted stock award granted February 24, 2022 vested 1/4 of the shares on February 24, 2023 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of our 20 company peer group.
(14)Represents fair value of 7,511 service vesting-based restricted stock and 7,511 market-based restricted stock granted on February 8, 2021, and 8,487 service vesting-based restricted stock granted on April 12, 2021. The service vesting-based restricted stock award granted February 8, 2021 vested 1/4 of the shares on February 8, 2022 with the remainder vesting quarterly over 3 years. The service vesting-based restricted award granted April 12, 2021 fully vested October 12, 2021. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of our 20 company peer group. The performance-based restricted stock vested at 100% of the
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number of restricted shares granted to each recipient based on achievement of specified performance metrics approved by the Compensation Committee.
(15)Represents fair value of 20,940 service vesting-based restricted stock and 20,940 market-based restricted stock granted on January 8, 2023. The service vesting-based restricted stock award granted January 8, 2023 vested 1/4 of the shares on January 3, 2024 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of our 20 company peer group.
(16)This amount represents the match paid by the Company on behalf of such individual into the Company 401(k) plan on 100% of the first 4% of eligible compensation contributed by such individual during the fiscal year 2023.
(17)Represents fair value of 21,029 service vesting-based restricted stock and 21,029 market-based restricted stock granted on February 24, 2022, and 4,514 service vesting-based restricted stock awards granted in lieu of salary on various dates from May 2022 through August 2022. The service vesting-based restricted stock award granted February 24, 2022 vested 1/4 of the shares on February 24, 2023 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of our 20 company peer group.
(18)Represents fair value of 4,891 service vesting-based restricted stock and 4,891 market-based restricted stock granted on February 8, 2021, and 3,360 service vesting-based restricted stock granted on April 12, 2021. The service vesting-based restricted stock award granted February 8, 2021 vested 1/4 of the shares on February 8, 2022 with the remainder vesting quarterly over 3 years. The service vesting-based restricted award granted April 12, 2021 fully vested October 12, 2021. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of our 20 company peer group. The performance-based restricted stock vested at 100% of the number of restricted shares granted to each recipient based on achievement of specified performance metrics approved by the Compensation Committee.
(19)Represents fair value of 34,296 service vesting-based restricted stock and 34,296 market-based restricted stock granted on January 8, 2023. The service vesting-based restricted stock award granted January 8, 2023 vested 1/4 of the shares on January 3, 2024 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of our 20 company peer group.
(20)This amount represents the match paid by the Company on behalf of such individual into the Company 401(k) plan on 100% of the first 4% of eligible compensation contributed by such individual during the fiscal year 2023.
(21)Represents fair value of 23,365 service vesting-based restricted stock and 23,365 market-based restricted stock granted on February 24, 2022, and 2,574 service vesting-based restricted stock awards granted in lieu of salary on various dates from May 2022 through August 2022. The service vesting-based restricted stock award granted February 24, 2022 vested 1/4 of the shares on February 24, 2023 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of our 20 company peer group.
(22)Represents fair value of 5,680 service vesting-based restricted stock granted on August 9, 2021. The service vesting-based stock award vested 1/4 of the shares on August 9, 2022 with the remainder vesting quarterly over 3 years.
(23)Represents fair value of 21,223 service vesting-based restricted stock and 21,223 market-based restricted stock granted on January 8, 2023. The service vesting-based restricted stock award granted January 8, 2023 vested 1/4 of the shares on January 3, 2024 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of our 20 company peer group.
(24)This amount represents the match paid by the Company on behalf of such individual into the Company 401(k) plan on 100% of the first 4% of eligible compensation contributed by such individual during the fiscal year 2023.
111
(25)Represents fair value of 9,346 service vesting-based restricted stock and 9,346 market-based restricted stock granted on February 24, 2022. The service vesting-based restricted stock award granted February 24, 2022 vested 1/4 of the shares on February 24, 2023 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of our 20 company peer group.
(26)Represents fair value of 5,396 service vesting-based restricted stock granted to Mr. Phillip's on August 9, 2021 at the discretion of the Compensation Committee upon the closing of the acquisition of Global Cooling, Inc. The service vesting-based restricted stock award granted August 9, 2021 vested 1/4 of the shares on August 9, 2022 with the remainder vesting quarterly over 3 years.
(27)Represents fair value of 16,978 service vesting-based restricted stock and 16,978 market-based restricted stock granted on January 8, 2023. The service vesting-based restricted stock award granted January 8, 2023 vested 1/4 of the shares on January 3, 2024 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2023 through December 31, 2024 as compared to the total shareholder return of our 20 company peer group.
(28)This amount represents the match paid by the Company on behalf of such individual into the Company 401(k) plan on 100% of the first 4% of eligible compensation contributed by such individual during the fiscal year 2023.
(29)Represents fair value of 16,536 service vesting-based restricted stock and 16,536 market-based restricted stock granted on February 24, 2022 and 3,059 service vesting-based restricted stock awards granted in lieu of salary on various dates from May 2022 through August 2022. The service vesting-based restricted stock award granted February 24, 2022 vested 1/4 of the shares on February 24, 2023 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2022 through December 31, 2023 as compared to the total shareholder return of our 20 company peer group.
(30)Represents fair value of 4,157 service vesting-based restricted stock and 4,157 market-based restricted stock granted on February 8, 2021 and 2,854 service vesting-based restricted stock granted on April 12, 2021. The service vesting-based restricted stock award granted February 8, 2021 vested 1/4 of the shares on February 8, 2022 with the remainder vesting quarterly over 3 years. The service vesting-based restricted award granted April 12, 2021 fully vested October 12, 2021. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of our 20 company peer group. The performance-based restricted stock vested at 100% of the number of restricted shares granted to each recipient based on achievement of specified performance metrics approved by the Compensation Committee.
The following table reflects the allocation of base salary, cash incentive compensation, equity incentive compensation, and other compensation earned by the Company’s NEOs in the fiscal year 2023 as set forth in the 2023 Summary Compensation Table

above.

NameLong-Term Incentives (%)Short-Term Incentives (%)Base Salary (%)Total Compensation ($)
Roderick de Greef86 10 4 5,316,798 
Michael Rice74 14 12 4,900,455 
Aby J Mathew68 — 32 1,345,688 
Troy Wichterman71 — 29 1,697,221 
Geraint Phillips70 — 30 1,302,817 
Karen Foster66 — 34 1,122,877 
112
Grants of plan-based awards
The following table sets forth certain information regarding each grant of plan-based awards made to a named executive officer in the last completed fiscal year under any plan, including awards that subsequently have been transferred.
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards		Estimated Future Payouts Under
Equity Incentive Plan Awards		All Other Stock
Awards: Number of		Grant Date
Fair Value of
Name (a)Award TypeGrant Date
(b)		Threshold
(#) (c)		Target
(#) (d)		Maximum
(#) (e)		Threshold
(#) (c)		Target
(#) (d)		Maximum
(#) (e)		Shares of Stock
or Units (#) (e)		Stock Awards
($) (f) (1)
Roderick de GreefCash incentive-119,112744,450893,340————— 
Roderick de GreefService-vesting RSUs10/19/2023———394,8564,418,439 
Roderick de GreefService-vesting RSUs1/3/2023———9,646170,445 
Roderick de GreefIn lieu of director fees
10/1/2023(2)
———3624,999 
Michael RiceMarket-based RSUs1/3/2023—99,038198,076—2,494,767 
Michael RiceService-vesting RSUs1/3/2023———99,0381,108,235 
Michael RiceIn lieu of salary
8/25/2023(2)
———1,24813,628 
Michael RiceIn lieu of salary
9/8/2023(2)
———1,02213,623 
Michael RiceIn lieu of salary
9/22/2023(2)
———2903,814 
Michael RiceIn lieu of salary
10/6/2023(2)
———2823,818 
Michael RiceIn lieu of salary
10/20/2023(2)
———7717,864 
Aby J. MathewCash incentive-31,320195,750234,900————— 
Aby J. MathewMarket-based RSUs1/3/2023—20,94041,880—527,479 
Aby J. MathewService-vesting RSUs1/3/2023———20,940370,010 
Aby J. MathewIn lieu of salary
8/25/2023(2)
———96610,549 
Aby J. MathewIn lieu of salary
9/8/2023(2)
———79210,557 
Aby J. MathewIn lieu of salary
9/22/2023(2)
———80210,546 
Aby J. MathewIn lieu of salary
10/6/2023(2)
———77910,548 
Aby J. MathewIn lieu of salary
10/20/2023(2)
———1,03410,547 
Aby J. MathewIn lieu of salary
11/3/2023(2)
———92410,552 
Aby J. MathewIn lieu of salary
11/17/2023(2)
———82610,548 
Aby J. MathewIn lieu of salary
12/1/2023(2)
———79610,547 
Aby J. MathewIn lieu of salary
12/15/2023(2)
———70510,540 
Troy WichtermanCash incentive-45,312283,200339,840————— 
Troy WichtermanMarket-based RSUs1/3/2023—34,29668,592—606,010 
Troy WichtermanService-vesting RSUs1/3/2023———34,296606,010 
Troy WichtermanIn lieu of salary
8/25/2023(2)
———4985,438 
Troy WichtermanIn lieu of salary
9/8/2023(2)
———4085,439 
Troy WichtermanIn lieu of salary
9/22/2023(2)
———2903,814 
Troy WichtermanIn lieu of salary
10/6/2023(2)
———2813,805 
Troy WichtermanIn lieu of salary
10/20/2023(2)
———3733,805 
Troy WichtermanIn lieu of salary
11/3/2023(2)
———3333,803 
Troy WichtermanIn lieu of salary
11/17/2023(2)
———2983,805 
Troy WichtermanIn lieu of salary
12/1/2023(2)
———2873,803 
Troy WichtermanIn lieu of salary
12/15/2023(2)
———2543,797 
Geraint PhillipsCash incentive-33,440209,000250,800————— 
Geraint PhillipsMarket-based RSUs1/3/2023—21,22342,446—534,607 
Geraint PhillipsService-vesting RSUs1/3/2023———21,223375,010 
Geraint PhillipsIn lieu of salary
8/25/2023(2)
———4014,379 
Geraint PhillipsIn lieu of salary
9/8/2023(2)
———3284,372 
Geraint PhillipsIn lieu of salary
9/22/2023(2)
———2212,906 
Geraint PhillipsIn lieu of salary
10/6/2023(2)
———2192,965 
Geraint PhillipsIn lieu of salary
10/20/2023(2)
———2912,968 
113
Geraint PhillipsIn lieu of salary
11/3/2023(2)
———2622,992 
Geraint PhillipsIn lieu of salary
11/17/2023(2)
———2342,988 
Geraint PhillipsIn lieu of salary
12/1/2023(2)
———2293,034 
Geraint PhillipsIn lieu of salary
12/15/2023(2)
———2113,154 
Karen FosterCash incentive-27,504171,900206,280————— 
Karen FosterMarket-based RSUs1/3/2023—16,97833,956—427,676 
Karen FosterService-vesting RSUs1/3/2023———16,978300,001 
Karen FosterIn lieu of salary
8/25/2023(2)
———4034,401 
Karen FosterIn lieu of salary
9/8/2023(2)
———3304,399 
Karen FosterIn lieu of salary
9/22/2023(2)
———2603,419 
Karen FosterIn lieu of salary
10/6/2023(2)
———2523,412 
Karen FosterIn lieu of salary
10/20/2023(2)
———3353,417 
Karen FosterIn lieu of salary
11/3/2023(2)
———2993,415 
Karen FosterIn lieu of salary
11/17/2023(2)
———2673,410 
Karen FosterIn lieu of salary
12/1/2023(2)
———2583,419 
Karen FosterIn lieu of salary
12/15/2023(2)
———2283,409 
(1)The fair value of the market-based restricted stock awards is estimated at the date of grant using the Monte Carlo Simulation model.
(2)The grants awarded on dates indicated here were made in lieu of salary for each applicable pay period.
Discussion of summary compensation table and grants of plan-based awards table

The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.” The material terms of employment agreements and arrangements with the Company’s named executive officers are described below under the heading “Employment Arrangements.” The material terms of the equity awards disclosed in the grants-of plan-based awards table are listed in the footnotes to the Summary Compensation Table, above.
Outstanding equity awards at December 31, 2023
The following table sets forth certain information regarding the compensation, for services renderedoutstanding stock option grants and stock awards held by the NEOs at December 31, 2023. Awards were made under both the 2013 Performance Incentive Plan and 2023 Omnibus Performance Incentive Plan. For the outstanding stock option grants and stock awards described below, vesting is conditioned on the NEO remaining in all capacitiesservice to us during 2020 and 2019, of our current principal executive officer, current principal financial officer, and our three other most highly compensated executive officers at the end of 2020 (together, the “named executive officers”).

Name and Principal
Positions
(a)

 

Year
(b)

 

Salary
($)
(c)(1)

  

Bonus
($)
(d)

  

Stock
Awards
($)
(e)

  

All Other

Compensation

($)

(f)

  

Total
($)
(g)

 
                       

Michael Rice

 

2020

  514,712   —   963,799(2)  —   1,478,511 

President, Chief Executive Officer and Director

 

2019

  530,000   119,250(3)  1,592,520(4)  —   2,241,770 
                       

Aby J. Mathew

 

2020

  407,642   —   637,388(5)  —   1,045,030 

Executive Vice President and Chief Scientific Officer

 

2019

  419,750   47,222(6)  744,644(7)  —   1,211,616 
                       

Roderick de Greef

 

2020

  390,889   —   2,663,189(8)  —   3,054,078 

Chief Operating Officer and Chief Financial Officer

 

2019

  402,500   45,281(9)  707,767(10)  —   1,155,548 
                       

Karen Foster

 

2020

  345,731   —   541,347(11)  —   887,078 

Chief Quality Officer

 

2019

  356,500   40,106(12)  523,467(13)  —   920,073 
                       

Todd Berard

 

2020

  286,490   —   447,961(14)  —   734,451 

Chief Marketing Officer

 

2019

  295,000   33,188(15)  291,209(16)  —   619,397 

Company through such vesting date. Such awards may also be subject to accelerated vesting as described in “Potential Payments Upon Termination or Change in Control.”
OPTION AWARDS
Name (a)Number of Securities Underlying Unexercised Options (#) Exercisable (b)Number of Securities Underlying Unexercised Options (#) Unexercisable (c)Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)Option Expiration Date (f)
Aby J. Mathew50,000––––2.06 
5/4/2025(1)
Karen Foster100,000––––1.90 
4/13/2026(1)
(1)This award is fully vested.
77114
UNVESTED SHARES
Name (a)Grant Date (b)Number of shares or units of stock that have not vested (#) (c)Market value of shares of units of stock that have not vested (1) ($) (d)Equity incentive plan awards:
Number of unearned shares, units or other rights that have not vested (#) (e)		Equity incentive plan awards:
Market or payout value of unearned shares, units or other rights that have not vested ($) (f)
Roderick de Greef1/4/20239,646 (2)156,748 — — 
Roderick de Greef10/19/2023394,856(3)6,416,410— — 
Michael Rice2/24/2022— — 70,094 (4)1,139,028 
Michael Rice1/3/2023— — 99,038 (5)1,609,368 
Aby J. Mathew3/25/20201,779(6)28,909— — 
Aby J. Mathew2/8/20211,529(7)24,846— — 
Aby J. Mathew2/24/202211,829(8)192,22121,029(9)341,721 
Aby J. Mathew1/3/202320,940(10)340,27520,940(11)340,275 
Troy Wichterman6/19/20202,663(12)43,274— — 
Troy Wichterman8/9/20211,775(13)28,844— — 
Troy Wichterman2/24/202213,143(14)213,57423,365 (15)379,681 
Troy Wichterman1/3/202334,296(16)557,31034,296(17)557,310 
Geraint Phillips8/9/20212,361(18)38,366— — 
Geraint Phillips2/24/20225,258(19)85,4439,346(20)151,873 
Geraint Phillips1/3/202321,223(21)344,87421,223(22)344,874 
Karen Foster3/25/20201,511(23)24,554— — 
Karen Foster2/8/20211,300(24)21,125— — 
Karen Foster2/24/20229,201(25)149,51616,356(26)265,785 
Karen Foster1/3/202316,978(27)275,89316,978(28)275,893 
(1)The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $16.25, the closing price of BioLife’s common stock on December 31, 2023.

(1)

Reflects base salary earned in each applicable period.

(2)

Represents fair value of 35,924 time-vested restricted stock, 28,868 market-based restricted stock, and 34,641 performance-based restricted stock granted on March 25, 2020. The time-vested stock award will vest 1/4 of the shares on March 25, 2021 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The performance-based restricted stock will vest as to between 0% and 125% of the number of restricted shares granted to each recipient based on certain performance metrics set forth by the Company.

(3)

Performance bonus earned in 2019 was paid out in 12,991 restricted stock awards in lieu of cash, which fully vested on September 25, 2020.

(4)

Represents fair value of 35,497 shares of time-vested restricted stock and 35,497 market-based restricted stock granted on February 25, 2019. The time-vested stock award vested 1/4 of the shares on February 25, 2020 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards vested at 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers.

(5)

Represents fair value of 28,451 time-vested restricted stock, 22,863 market-based restricted stock, and 13,718 performance-based restricted stock granted on March 25, 2020. The time-vested stock award will vest 1/4 of the shares on March 25, 2021 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The performance-based restricted stock will vest as to between 0% and 125% of the number of restricted shares granted to each recipient based on certain performance metrics set forth by the Company.

(6)

Performance bonus earned in 2019 was paid out in 5,144 restricted stock awards in lieu of cash, which fully vested on September 25, 2020.

(7)

Represents fair value of 16,598 shares of time-vested restricted stock and 16,598 market-based restricted stock granted on February 25, 2019. The time-vested stock award vested 1/4 of the shares on February 25, 2020 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards vested at 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers.

(8)

Represents fair value of 27,282 time-vested restricted stock, 21,923 market-based restricted stock, and 13,154 performance-based restricted stock granted on March 25, 2020 and 100,000 time-vested restricted stock granted on July 22, 2020. The time-vested stock awarded on March 25, 2020 will vest 1/4 of the shares on March 25, 2021 with the remainder vesting quarterly over 3 years. The time-vested stock awarded on July 22, 2020 will vest 1/4 of the shares on July 22, 2021 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The performance-based restricted stock will vest as to between 0% and 125% of the number of restricted shares granted to each recipient based on certain performance metrics set forth by the Company.

(9)

Performance bonus earned in 2019 was paid out in 4,933 restricted stock awards in lieu of cash, which fully vested on September 25, 2020.

(10)

Represents fair value of 15,776 shares of time-vested restricted stock and 15,776 performance-based restricted stock granted on February 25, 2019. The time-vested stock award vested 1/4 of the shares on February 25, 2020 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards vested at 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers.

(11)

Represents fair value of 24,164 time-vested restricted stock, 19,418 market-based restricted stock, and 11,651 performance-based restricted stock granted on March 25, 2020. The time-vested stock award will vest 1/4 of the shares on March 25, 2021 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The performance-based restricted stock will vest as to between 0% and 125% of the number of restricted shares granted to each recipient based on certain performance metrics set forth by the Company.

(12)

Performance bonus earned in 2019 was paid out in 4,369 restricted stock awards in lieu of cash, which fully vested on September 25, 2020.

(13)

Represents fair value of 11,668 shares of time-vested restricted stock and 11,668 performance-based restricted stock granted on February 25, 2019. The time-vested stock award vested 1/4 of the shares on February 25, 2020 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards vested at 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers.

(14)

Represents fair value of 19,996 time-vested restricted stock, 16,068 market-based restricted stock, and 9,641 performance-based restricted stock granted on March 25, 2020. The time-vested stock award will vest 1/4 of the shares on March 25, 2021 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of 20 of our peers. The performance-based restricted stock will vest as to between 0% and 125% of the number of restricted shares granted to each recipient based on certain performance metrics set forth by the Company.

(15)

Performance bonus earned in 2019 was paid out in 3,615 restricted stock awards in lieu of cash, which fully vested on September 25, 2020.

(16)

Represents fair value of 6,491 shares of time-vested restricted stock and 6,491 performance-based restricted stock granted on February 25, 2019. The time-vested stock award vested 1/4 of the shares on February 25, 2020 with the remainder vesting quarterly over 3 years. The market-based restricted stock awards vested at 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers.

(2)9,646 unvested service vesting-based RSAs subject to this award vested January 4, 2024. This award was provided to Mr. de Greef upon his appointment to the BOD on January 4, 2023.
(3)394,856 service vesting-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments measured from the grant date, provided that Mr. de Greef continues to be employed with BioLife through the vesting dates.
(4)The target number of 70,094 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2022 and December 31, 2023.
(5)The target number of 99,038 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2023 and December 31, 2024.
(6)1,779 unvested service vesting-based RSAs subject to this award will vest March 25, 2024.
78115
(7)1,529 unvested service vesting-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments measured from the grant date, provided that Mr. Mathew continues to be employed with BioLife through the vesting dates.
(8)11,829 unvested service vesting-based RSAs subject to this award are scheduled to vest in 8 equal quarterly increments measured from the grant date, provided that Mr. Mathew continues to be employed with BioLife through the vesting dates.
(9)The target number of 21,029 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2022 and December 31, 2023.
(10)20,940 unvested service vesting-based RSAs subject to this award vested ¼ one year from the grant date, January 3, 2024 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. Mathew continues to be employed with BioLife through the vesting dates.
(11)The target number of 20,940 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2023 and December 31, 2024.
(12)2,663 unvested service vesting-based RSAs subject to this award are scheduled to vest in 2 equal quarterly increments measured from the grant date, provided that Mr. Wichterman continues to be employed with BioLife through the vesting dates.
(13)1,755 unvested service vesting-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments measured from the grant date, provided that Mr. Wichterman continues to be employed with BioLife through the vesting dates.
(14)13,143 unvested service vesting-based RSAs subject to this award are scheduled to vest in 8 equal quarterly increments measured from the grant date, provided that Mr. Wichterman continues to be employed with BioLife through the vesting dates.
(15)The target number of 23,365 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2022 and December 31, 2023.
(16)34,296 unvested service vesting-based RSAs subject to this award vested ¼ one year from the grant date, January 3, 2024 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. Wichterman continues to be employed with BioLife through the vesting dates.
(17)The target number of 34,296 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2023 and December 31, 2024.
(18)2,361 unvested service vesting-based RSAs subject to this award are scheduled to vest in 6 equal quarterly increments measured from the grant date, provided that Mr. Phillips continues to be employed with BioLife through the vesting dates.
(19)5,258 unvested service vesting-based RSAs subject to this award are scheduled to vest in 8 equal quarterly increments measured from the grant date, provided that Mr. Phillips continues to be employed with BioLife through the vesting dates.
(20)The target number of 9,346 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2022 and December 31, 2023.
(21)21,223 unvested service vesting-based RSAs subject to this award vested ¼ one year from the grant date, January 3, 2024 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. Phillips continues to be employed with BioLife through the vesting dates.
(22)The target number of 21,223 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2023 and December 31, 2024.
(23)1,511 unvested service vesting-based RSAs subject to this award will vest March 25, 2024.
(24)1,300 unvested service vesting-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments measured from the grant date, provided that Ms. Foster continues to be employed with BioLife through the vesting dates.
(25)9,201 unvested service vesting-based RSAs subject to this award are scheduled to vest in 8 equal quarterly increments measured from the grant date, provided that Ms. Foster continues to be employed with BioLife through the vesting dates.
(26)The target number of 16,356 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2022 and December 31, 2023.
116

Narrative Disclosure

(27)16,978 unvested service vesting-based RSAs subject to Summary Compensation Table

this award vested ¼ one year from the grant date, January 3, 2024 and, thereafter, will vest in 12 equal quarterly increments, provided that Ms. Foster continues to be employed with BioLife through the vesting dates.

(28)The target number of 16,978 market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest based on our total shareholder return during (“TSR”) compared to our 20 company peer group over the relevant two-year performance period between January 1, 2023 and December 31, 2024.
Option exercises and stock vested for the fiscal year ended December 31, 2023
The following Option Exercises and Stock Vested table sets forth certain information regarding each exercise of stock options and each vesting of restricted stock during the last completed year for each of the named executive officers on an aggregated basis.
Option AwardsStock Awards
Name (a)Number of
Shares
Acquired on
Exercise (#) (b)		Value Realized on
Exercise ($)
(c)(1)		Number of
Shares
Acquired on
Vesting (#) (d)		Value Realized
on Vesting ($)
(e)(2)
Roderick de Greef(3)
— — 28,467 520,816 
Michael Rice60,000597,570 197,9272,642,439 
Aby J. Mathew140,0002,683,400 31,088562,614 
Troy Wichterman93817,466 20,111364,238 
Geraint Phillips—— 7,833133,107 
Karen Foster—— 21,754413,440 
(1) Value realized is calculated based on the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option.
(2) Value realized is calculated based on the closing price of our common stock on the date of vesting.
(3) Of the shares awarded to Mr. de Greef during the year ended December 31, 2023, 362 shares that vested were associated with his service period as a Director on the BOD from January 4, 2023 through October 18, 2023. The shares awarded are also outlined within the Director compensation section below.
Pension benefits
The Company has no defined benefit plans or other supplemental retirement plans for the NEOs.
Nonqualified deferred compensation
The Company has no nonqualified defined contribution plans or other nonqualified deferred compensation plans for the named executive officers.
Employment Agreements

agreements

The terms and conditions of employment for each of our NEOs are set forth in written employment agreements, as amended from time to time (“employment agreements”). Each of the employment agreements with our NEOs sets forth the terms and conditions of such executive’s employment with us and provides for severance and change in control payments and benefits, as described below.
Roderick de Greef
The Company entered into an employment agreement with Roderick de Greef, Chief Executive Officer and Chairman of the Board, effective December 1, 2020, as later amended, which has been superseded by an executive employment agreement dated October 19, 2023. Please see “Potential Payments Upon Termination or Upon Termination in Connection with a Change in Control” below for the severance benefits for which Mr. de Greef is eligible.
Michael Rice
117
On October 19, 2023, Michael Rice, former Chief Executive Officer and Chairman of the Board, resigned his positions as Chairman of the Board and Chief Executive Officer of the Company, effective immediately. In connection with Mr. Rice’s resignation, the Company and Mr. Rice entered into a Separation, Release of Claims and Consulting Agreement on October 19, 2023, pursuant to which Mr. Rice will serve as a consultant for the Company beginning on the separation date and ending on the six-month anniversary thereof. During the consulting term, Mr. Rice will assist the Company’s senior leadership team with certain projects as determined by mutual agreement between Mr. Rice and the Company’s Chief Executive Officer.
Troy Wichterman
The Company entered into an employment agreement with Troy Wichterman, Chief Financial Officer, effective November 4, 2021, as amended effective June 1, 2023 and August 15, 2023. Please see “Potential Payments Upon Termination or Upon Termination in Connection with a Change in Control” below for the severance benefits for which Mr. Wichterman is eligible.
Aby J. Mathew
The Company entered into an employment agreement with Aby J. Mathew, Chief Scientific Officer and Executive Vice President, effective December 1, 2020, as amended effective January 1, 2023 and August 15, 2023. Please see “Potential Payments Upon Termination or Upon Termination in Connection with a Change in Control” below for the severance benefits for which Mr. Mathew is eligible.
Geraint Phillips
The Company entered into an employment agreement with Geraint Phillips, Senior Vice President, Global Operations, effective November 9, 2021, as amended effective January 1, 2023 and August 15, 2023. Please see “Potential Payments Upon Termination or Upon Termination in Connection with a Change in Control” below for the severance benefits for which Mr. Phillips is eligible.
Karen Foster
The Company entered into an employment agreement with Karen Foster, Chief Quality and Operations Officer, effective January 1, 2018, as amended effective June 1, 2023 and August 15, 2023. Please see “Potential Payments Upon Termination or Upon Termination in Connection with a Change in Control” below for a salarythe severance benefits for which Ms. Foster is eligible.
Potential payments upon termination or change in control

Executive Employment Agreements
Pursuant to each NEO’s employment agreement, upon termination of $450,000 per year. Subsequently, on November 19, 2018, the Compensation Committee approved a salary increase to $517,500 effective January 1, 2019. With consideration to recommendations of FW Cook, on February 23, 2019,NEO’s employment by the Compensation Committee approved a salary increase to $530,000 effective February 15, 2019. The agreement provides that if Mr. Rice’sCompany without “cause” or the NEO’s resignation for “good reason” (each as defined in each NEO’s employment is terminated without “Cause” (other than by reason of death or disability) or if he resigns for “Good Reason,” he is entitled toagreements), the NEO will receive the following severance payments: (i) a lump sum severance payment equal to 12 months’ base salary, (ii) an amount equal to the cost of 12 months’months of medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums, and (iii) full vesting of all unvested stock options, awards, or other equity grants shall immediately fully vest; awards.
If Mr. Rice’sthe NEO’s employment is terminated by the Company or the NEO resigns for “good reason” (except in the case of Mr. de Greef) upon, or within 90 days12 months following, a “Change“change in Control”control” (as defined in each NEO’s employment agreement), Mr. Rice is entitled tothe NEO will receive the following severance payments: (i) a lump sum severance payment equal to 12 months’ (or, in the case of Mr. de Greef, 24 months’) salary, and(ii) 100% of any incentive cash and/or stock bonus opportunity for the year in which the Change in Control occurs, (iii) an amount equal to the cost of 12 months’ (or, in the case of Mr. de Greef, 24 months’) of medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums. On December 1, 2020, this employment agreement was amended. The termination provisions of the agreement were modified to provide that all unvested stock options, awards or other equity awards granted to the employee will fully vest upon a change in control of the Company and allow the employees’ estate to receive any vested benefits or compensation.

The Company entered into an employment agreement with Aby Mathew, Ph.D., Chief Technology Officer, effective January 1, 2018 for a salary of $365,000 per year. Subsequently, on November 19, 2018, the Compensation Committee approved a salary increase to $419,750 effective January 1, 2019. The agreement provides that if Mr. Mathew’s employment is terminated without “Cause” (other than by reason of death or disability) or if he resigns for “Good Reason,” he is entitled to a lump sum payment equal to 12 months’ salary, an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums, and (iii) full vesting of all unvested stock options, awards, or other equity grants shall immediately fully vest; awards.

If Mr. Mathew’sthe NEO’s employment is terminated uponby the Company due to death or within 90 days followingdisability, the NEO will receive a “Change in Control”, Mr. Mathew is entitled to a lump sum payment equal to 12 months’ salaryprorated portion of any incentive bonus opportunity previously approved by the Board (assuming target level achievement) and an amount equal to the costfull vesting of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums. On December 1, 2020, this employment agreement was amended. The termination provisions of the agreement were modified to provide that all unvested stock options, awards or other equity awards granted to the employee will fully vest upon a change in control of the Company and allow the employees’ estate to receive any vested benefits or compensation.

The Company entered into an employment agreement with Roderick de Greef, Chief Financial Officer, effective January 1, 2018 for a salary of $350,000 per year. Subsequently, on November 19, 2018, the Compensation Committee approved a salary increase to $402,500 effective January 1, 2019. The agreement provides that if Mr. de Greef’s employment is terminated without “Cause” (other than by reason of death or disability) or if he resigns for “Good Reason,” he is entitled to a lump sum payment equal to 12 months’ salary, an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums and unvested stock options, awards, or other equity grants shall immediately fully vest; If Mr. de Greef’s employment is terminated upon or within 90 days following a “Change in Control”, Mr. de Greef is entitled to a lump sum payment equal to 18 months’ salary and an amount equal to the cost of 18 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums. On December 1, 2020, this employment agreement was amended. The termination provisions of the agreement were modified to provide that all unvested stock options, awards or other equity awards granted to the employee will fully vest upon a change in control of the Company and allow the employees’ estate to receive any vested benefits or compensation.

The Company entered into an employment agreement with Karen Foster, Chief Quality Officer, effective January 1, 2018 for a salary of $310,000 per year. Subsequently, on November 19, 2018, the Compensation Committee approved a salary increase to $356,000 effective January 1, 2019. The agreement provides that if Ms. Foster’s employment is terminated without “Cause” (other than by reason of death or disability) or if she resigns for “Good Reason,” she is entitled to a lump sum payment equal to 6 months’ salary, an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums and unvested stock options, awards, or other equity grants shall immediately fully vest; If Ms. Foster’s employment is terminated upon or within 90 days following a “Change in Control”, Ms. Foster is entitled to a lump sum payment equal to 12 months’ salary and an amount equal to the cost of 12 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums. On December 1, 2020, this employment agreement was amended. The termination provisions of the agreement were modified to provide that all unvested stock options, awards or other equity awards granted to the employee will fully vest upon a change in control of the Company and allow the employees’ estate to receive any vested benefits or compensation.

awards.
79118

The Company entered into an employment agreement with Todd Berard, Chief Marketing Officer, effective January 1, 2018 for a salary of $230,000 per year. Subsequently, on November 19, 2018, the Compensation Committee approved a salary increase to $264,500 effective January 1, 2019. With consideration to recommendations of FW Cook, on February 23, 2019, the Compensation Committee approved a salary increase to $295,000 effective February 15, 2019. The agreement provides that if Mr. Berard’s employment is terminated without “Cause” (other than by reason of death or disability) or if he resigns for “Good Reason,” he is entitled to a lump sum payment equal to 6 months’ salary, an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums and unvested stock options, awards, or other equity grants shall immediately fully vest; If Mr. Berard’s employment is terminated upon or within 90 days following a “Change in Control”, Mr. Berard is entitled to a lump sum payment equal to 6 months’ salary and an amount equal to the cost of 6 months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date, plus a tax gross-up amount with respect to such premiums. On December 1, 2020, this employment agreement was amended. The termination provisions of the agreement were modified to provide that all unvested stock options, awards or other equity awards granted to the employee will fully vest upon a change in control of the Company and allow the employees’ estate to receive any vested benefits or compensation.

For purposes of each of thesethe NEO employment agreements, “cause” generally means any of the following has occurred: (i) any breach of the employment agreement by the executive; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of 10 days after written notice to the executive officer by the Company; (iii) the executive officer’s malfeasance or misconduct in connection with the executive officer’s duties under the employment agreement or any act or omission of the executive officer which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission or conviction of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Company’s reasonable belief that the executive officer engaged in a violation of any statute, rule or regulation, any of which in the judgment of the Company is harmful to the business or to Company’s reputation; (vi) the Company’s reasonable belief that the executive officer engaged in unethical practices, dishonesty or disloyalty; or (vii) any reason that would constitute “cause” under the laws the State of Washington.
For purposes of each of the NEO employment agreements, a “Change“change in Control”control” means (i) the consummation of a merger or consolidation of the Company with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially all of the Company’s assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a “Change in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to such merger or consolidation.

Under

For purposes of each employment agreement, “Cause” means the Company’s belief that any of the following has occurred: (i) any breach of theNEO employment agreement by the executive officer; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of 10 days after written notice to the executive officer by the Company; (iii) the executive officer’s malfeasance or misconduct in connection with the executive officer’s duties under the employment agreement or any act or omission of the executive officer which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Company’s reasonable belief that the executive officer engaged in a violation of any statute, rule or regulation, any of which in the judgment of the Company is harmful to the business or to Company’s reputation; (vi) the Company’s reasonable belief that the executive officer engaged in unethical practices, dishonesty or disloyalty; or (vii) any reason that would constitute “cause” under the laws the State of Washington.

Under each employment agreement, “Good Reason” for the executive officer to terminate his or her employmentagreements, “good reason” generally means the following: (i) the Company’s material breach of the terms of the employment agreement or any other written agreement between the executive officer and Company; (ii) significant diminution in the assignment to the executive officer of any duties that are substantially inconsistent withnature or materially diminish the executive officer’s position prior to executionscope of the employment agreement;executive’s authority, title, function or duties, (iii) a material reduction of the executive officer’s salary or target bonus opportunity, other than as a result of a general salary reduction affecting substantially all Company employees; (iv) any failure by the Company to obtain the assumption of the employment agreement by any successor or assign of the Company; or, except in the case of Mr. Phillips, (v) a requirement that the executive officer be based at any office or location more than 50 miles from the executive officer’s primary work location prior to the effective date of the employment agreement.

Assuming the NEOs employment was terminated by the Company without cause or the NEOs resigned for good reason and such event took place on December 31, 2023, each of the continuing NEOs would have been entitled to the payments and benefits shown in the table below.
Payments and Benefits
NameBase Salary Continuation ($)Accelerated Vesting of Equity Awards ($) (1)Health Insurance Under COBRA ($)Total ($)
Roderick de Greef744,450 6,416,410 30,668 7,191,528 
Aby J Mathew435,000 2,080,748 9,656 2,525,404 
Troy Wichterman472,000 1,779,993 14,275 2,266,268 
Geraint Phillips380,000 965,430 21,252 1,366,682 
Karen Foster382,000 2,637,765 21,252 3,041,017 
(1) The dollar amounts shown are based on the intrinsic value of the stock options and restricted stock awards on December 31, 2023 calculated using $16.25, the closing price of BioLife’s common stock on December 31, 2023.

Assuming the NEO’s employment was terminated by the Company or the NEOs resigned for good reason upon or within 12 months following a change in control and such events took place on December 31, 2023, each of the continuing NEOs would have been entitled to the payments and benefits shown in the table below.
80119
Payments and Benefits
NameBase Salary Continuation ($)2023 Annual Cash Incentive ($) (1)Accelerated Vesting of Equity Awards ($) (2)Health Insurance Under COBRA ($)Total ($)
Roderick de Greef1,116,675 — 6,416,410 61,336 7,594,421 
Aby J Mathew435,000 — 2,080,748 9,656 2,525,404 
Troy Wichterman472,000 — 1,779,993 19,033 2,271,026 
Geraint Phillips380,000 — 965,430 21,252 1,366,682 
Karen Foster382,000 — 2,637,765 21,252 3,041,017 

Outstanding Equity Awards at

(1) No bonus payout was provided for the year ended December 31, 2020

2023.

(2) The dollar amounts shown are based on the intrinsic value of the stock options and restricted stock awards on December 31, 2023 calculated using $16.25, the closing price of BioLife’s common stock on December 31, 2023.

Assuming the NEO’s employment was terminated by the Company due to death or disability and such event took place on December 31, 2023, each of the continuing NEOs would have been entitled to the payments and benefits shown in the table below.

Payments and Benefits
NameBase Salary Continuation ($)Current year end Annual Cash Incentive ($) (1)Accelerated Vesting of Equity Awards ($) (2)Total ($)
Roderick de Greef744,450 — 6,416,410 7,160,860 
Aby J Mathew435,000 — 2,080,748 2,515,748 
Troy Wichterman472,000 — 1,779,993 2,251,993 
Geraint Phillips380,000 — 965,430 1,345,430 
Karen Foster382,000 — 2,637,765 3,019,765 
(1) No bonus payout was provided for the year ended December 31, 2023.
(2) The dollar amounts shown are based on the intrinsic value of the stock options and restricted stock awards on December 31, 2023 calculated using $16.25, the closing price of BioLife’s common stock on December 31, 2023.

Equity Incentive Plans and Forms of Award Agreements

The 2023 Plan provides for full accelerated vesting of awards in the event a “change in control” (as defined in the 2023 Plan) occurs and the surviving entity or successor corporation in such change in control does not assume or substitute outstanding awards. The 2023 Plan further provides for “double-trigger” acceleration, meaning that in the event an award continues in effect or is assumed or substituted by the surviving entity or successor corporation in connection with a change in control, and an NEO’s employment or service is terminated without “cause” (as defined in the 2023 Plan) upon or within 12 months following table sets forth information concerningsuch change in control, all outstanding awards will accelerate and vest in full.

The award agreements under the 2013 Plan provide for “single-trigger” acceleration, meaning that in the event of a “change in control” (as defined in the 2013 Plan), all outstanding awards will accelerate and vest in full.

For purposes of the 2023 Plan, “cause” means, unless otherwise provided in an award agreement or employment or similar agreement entered into by and between the participant and the Company or any of its affiliates, termination of a participant’s employment by the Company and its affiliates based on the employer’s belief that any of the following has occurred: (a) the continued refusal or omission by the participant to perform any material duties required of such participant by the Company or any of its affiliates; (b) any act or omission by the participant involving malfeasance, misconduct, dishonesty or gross negligence in the performance of the participant’s duties to, or material deviation from any of the policies or directives of, the Company or any of its affiliates; (c) the participant engaged in conduct that constitutes a breach of any statutory or common law duty of loyalty to the Company or any of its affiliates; (d) the participant engaged
120
in a violation of any statute, rule, regulation or policy of the Company or any of its affiliates, any of which in the judgment of the Company is harmful to the business or reputation of the Company or any of its affiliates; (e) the participant’s commission or conviction of a felony or misdemeanor (other than a misdemeanor traffic violation) or any crime involving moral turpitude, including a plea of guilty or failure to contest prosecution for a felony, misdemeanor or crime involving moral turpitude; (f) any reason that would constitute Cause under the laws of the State of Washington; or (g) the participant’s breach of an employment or similar agreement entered into by and between the participant and the Company or any of its affiliates, including, without limitation, a breach of any restrictive covenants contained therein.

For purposes of the 2013 Plan and the 2023 Plan, “change in control” generally means the occurrence of any of the following events: (a) the acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of all outstanding securities of the Company; (b) a merger or consolidation of the Company with any other entity, whether or not the Company is the surviving entity in such transaction; (c) the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the consolidated assets of the Company; or (d) the approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company.
CEO pay ratio
Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring that we annually disclose the ratio of our median employee’s total annual compensation to the total annual compensation of our CEO, Roderick de Greef, who is also our principal executive officer (the “CEO Pay Ratio”).
The Company’s compensation and benefits philosophy and the overall structure of the compensation and benefit programs are broadly similar across the organization and aim to encourage and reward all employees who contribute to the Company’s success. The Company strives to ensure the pay of every employee reflects the level of their job impact and responsibilities and is competitive within the Company’s peer group. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. The Company’s ongoing commitment to pay equity is critical to successfully supporting a diverse workforce with opportunities for all employees to grow, develop, and contribute.
We identified the median employee using total salary and wages earned, then subtracting bonuses earned in 2022 but paid in 2023, adding bonuses earned in 2023 but not paid until 2024, adding the fair value of equity awards granted to the employee during 2023, and adding other compensation. Salary and wages were annualized for any employees hired during the most recent fiscal year. A total of 414 US based employees who were employed by the Company on December 31, 2023, the last day of the Company’s fiscal year, were included in the determination of this calculation (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).
As illustrated in the table below, the Company’s 2023 CEO Pay Ratio was approximately 72:1.
Roderick de Greef (CEO) 2023 Compensation$5,316,798 
Median Employee 2023 Compensation$74,106 
CEO Pay Ratio72:1
To determine the median employee, we included all individuals employed as of December 31, 2020 granted2023. Compensation for the median employee was determined in the same manner as the total compensation reported for Mr. de Greef in the “Total” column of the Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on the Company’s internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other peer companies may not be comparable to the named executive officers.

  

OPTION AWARDS

Name (a)

 

Number of Securities
Underlying Unexercised
Options (#) Exercisable
(b)

  

Number of Securities
Underlying Unexercised
Options (#) Unexercisable
(c)

 

Equity Incentive

Plan Awards: Number

of Securities Underlying
Unexercised Unearned
Options (#)
(d)

 

Option Exercise

Price ($)
(e)

 

Option Expiration
Date
(f)

Michael Rice

  194,843  

––

 

––

  1.64 

12/20/2021(1)

Michael Rice

  100,000  

––

 

––

  1.90 

3/15/2026(1)

Michael Rice

  95,833   4,167 

––

  1.78 

2/7/2022(2)

               

Aby J. Mathew

  17,857  

––

 

––

  1.40 

2/15/2022(1)

Aby J. Mathew

  55,451  

––

 

––

  1.12 

2/11/2021(1)

Aby J. Mathew

  197,707  

––

 

––

  1.64 

12/20/2021(1)

Aby J. Mathew

  10,000  

––

 

––

  3.70 

4/21/2024(1)

Aby J. Mathew

  199,837  

––

 

––

  2.06 

5/4/2025(1)

               

Roderick de Greef

  6,919  

––

 

––

  1.64 

12/20/2021(1)

Roderick de Greef

  34,000  

––

 

––

  1.81 

5/3/2026(1)

               

Karen Foster

  100,000  

––

 

––

  1.90 

4/13/2026(1)

Karen Foster

  163,323  

––

 

––

  1.64 

12/20/2021(1)

               

Todd Berard

  50,000  

––

 

––

  2.06 

5/4/2025(1)

Todd Berard

  10,000  

––

 

––

  2.62 

8/7/2024(1)

Todd Berard

  123,209  

––

 

––

  1.64 

12/20/2021(1)

(1)

This award is fully vested.

(2)

This award vested 1/4 of the total shares on February 7, 2017 and, thereafter, has vested and continues to vest in 36 equal monthly increments.

Name (a)

 

Grant Date

(b)

 

Number of shares

or units of stock

that have not

vested

(#)

(c)

  

Market value of

shares of units

of stock that

have not

vested(1)

($)
(d)

  

Equity

incentive

plan awards:

Number of

unearned

shares, units or

other rights that

have not vested

(#)

(e)

  

Equity

incentive

plan awards:

Market or payout

value of

unearned

shares, units or

other rights that

have not vested

($)
(f)

 

Michael Rice

 

1/1/2018

  5,860(2)  233,755  

 

—  

 

— 

Michael Rice

 

2/25/2019

  19,968(3)  796,524   35,497(4)  1,415,975 

Michael Rice

 

3/25/2020

  35,924(5)  1,433,008   63,509(6)  2,533,374 
                   

Aby J. Mathew

 

1/1/2018

  4,753(7)  189,597  

 

—  

 

— 

Aby J. Mathew

 

2/25/2019

  9,337(8)  372,453   16,598(9)  662,094 

Aby J. Mathew

 

3/25/2020

  28,451(10)  1,134,910   36,581(11)  1,459,216 
                   

Roderick de Greef

 

1/1/2018

  4,558(12)  181,819  

 

—  

 

— 

Roderick de Greef

 

2/25/2019

  8,874(13)  353,984   15,776(14)  629,305 

Roderick de Greef

 

3/25/2020

  27,282(15)  1,088,279   35,077(16)  1,399,222 

Roderick de Greef

 

7/22/2020

  100,000(17)  3,989,000  

 

—  

 

— 
                   

Karen Foster

 

1/1/2018

  4,037(18)  161,036  

 

—  

 

— 

Karen Foster

 

2/25/2019

  6,564(19)  261,838   11,668(20)  465,437 

Karen Foster

 

3/25/2020

  24,164(21)  963,902   31,069(22)  1,239,342 
                   

Todd Berard

 

1/1/2018

  2,995(23)  119,471  

 

—  

 

— 

Todd Berard

 

2/25/2019

  3,652(24)  145,678   6,491(25)  258,926 

Todd Berard

 

3/25/2020

  19,996(26)  797,640   25,709(27)  1,025,532 

(1)

The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $39.89, the closing price of BioLife’s common stock on December 31, 2020.

pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
81121

(2)

5,860 unvested time-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments, provided that Mr. Rice continues to be employed with BioLife through the vesting dates.

(3)

19,968 unvested time-based RSAs subject to this award are scheduled to vest in 13 equal quarterly increments, provided that Mr. Rice continues to be employed with BioLife through the vesting dates.

(4)

The target number of market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2019 and December 31, 2020.

(5)

35,924 time-based RSAs subject to this award vested 1/4 on 3/25/2021 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. Rice continues to be employed with BioLife through the vesting dates.

(6)

The target number of 28,868 market-based and 34,641 performance-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2020 and December 31, 2021. Between 0% and 125% of the target number of performance-based RSAs vest depending on the achievement of certain performance metrics set forth by the Company

(7)

4,753 unvested time-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments, provided that Mr. Mathew continues to be employed with BioLife through the vesting dates.

(8)

9,337 unvested time-based RSAs subject to this award are scheduled to vest in 13 equal quarterly increments, provided that Mr. Rice continues to be employed with BioLife through the vesting dates.

(9)

The target number of market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2019 and December 31, 2020.

(10)

28,451 time-based RSAs subject to this award vested 1/4 on 3/25/2021 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. Mathew continues to be employed with BioLife through the vesting dates.

(11)

The target number of 22,863 market-based and 13,718 performance-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2020 and December 31, 2021. Between 0% and 125% of the target number of performance-based RSAs vest depending on the achievement of certain performance metrics set forth by the Company

(12)

4,558 unvested time-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments, provided that Mr. de Greef continues to be employed with BioLife through the vesting dates.

(13)

8,874 unvested time-based RSAs subject to this award are scheduled to vest in 13 equal quarterly increments, provided that Mr. de Greef continues to be employed with BioLife through the vesting dates.

(14)

The target number of market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2019 and December 31, 2020.

(15)

27,282 time-based RSAs subject to this award vested 1/4 on 3/25/2021 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. de Greef continues to be employed with BioLife through the vesting dates.

(16)

The target number of 21,923 market-based and 13,154 performance-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2020 and December 31, 2021. Between 0% and 125% of the target number of performance-based RSAs vest depending on the achievement of certain performance metrics set forth by the Company

(17)

100,000 time-based RSAs subject to this award are schedule to vest 1/4 on 7/22/2021 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. Rice continues to be employed with BioLife through the vesting dates.

(18)

4,037 unvested time-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments, provided that Ms. Foster continues to be employed with BioLife through the vesting dates.

(19)

6,564 unvested time-based RSAs subject to this award are scheduled to vest in 13 equal quarterly increments, provided that Ms. Foster continues to be employed with BioLife through the vesting dates.

(20)

The target number of market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2019 and December 31, 2020.

(21)

24,164 time-based RSAs subject to this award vested 1/4 on 3/25/2021 and, thereafter, will vest in 12 equal quarterly increments, provided that Ms. Foster continues to be employed with BioLife through the vesting dates.

(22)

The target number of 19,418 market-based and 11,651 performance-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2020 and December 31, 2021. Between 0% and 125% of the target number of performance-based RSAs vest depending on the achievement of certain performance metrics set forth by the Company

(23)

2,995 unvested time-based RSAs subject to this award are scheduled to vest in 4 equal quarterly increments, provided that Mr. Berard continues to be employed with BioLife through the vesting dates.

(24)

3,652 unvested time-based RSAs subject to this award are scheduled to vest in 13 equal quarterly increments, provided that Mr. Berard continues to be employed with BioLife through the vesting dates.

(25)

The target number of market-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2019 and December 31, 2020.

(26)

19,996 time-based RSAs subject to this award vested 1/4 on 3/25/2021 and, thereafter, will vest in 12 equal quarterly increments, provided that Mr. Berard continues to be employed with BioLife through the vesting dates.

(27)

The target number of 16,068 market-based and 9,641 performance-based RSAs is shown. Between 0% and 200% of the target number of market-based RSAs vest depending on BioLife’s Relative Total Shareholder Return (“TSR”) compared to a group of 20 peers over the relevant two-year performance period between January 1, 2020 and December 31, 2021. Between 0% and 125% of the target number of performance-based RSAs vest depending on the achievement of certain performance metrics set forth by the Company

82
Table of Contents

Director Compensation

compensation

Each of our non-employee directors, during the year ended December 31, 2020, non-employee directors2023, were compensated with an annual retainer fee of $50,000. Due to the impacts of COVID-19, this annual cash retainer was reduced in May and June 2020 by amounts equal to 25% of the total monthly compensation to each director. In addition, the Board Chairman was compensated an additional $100,000 for the year.$60,000. Committee chairpersons were compensated with additional annual retainers as follows:

  

Annual
Retainer

 
     

Audit Committee Chairman

 $10,000 

Nominating and Governance Committee Chairman

 $5,000 

Annual Retainer
Audit Committee Chair$13,750 
Compensation Committee Chair$12,500 
Governance and Nominating Committee Chair$10,000 
A total of $301,875$465,657 in cash director compensation was recorded during the year ended December 31, 2020.2023, which varied by director depending on when their services began or ended. The following table sets forth information regarding compensation earned by our non-employee directors for the year ended December 31, 2020.

Name(1)

 

Annual Cash
Retainer

($)(2)

  

Board and
Committee
Chair Fees
($)

  

Total Compensation
($)

 

Raymond Cohen

  43,750   100,000   143,750 

Thomas Girschweiler

  47,917   —   47,917 

Andrew Hinson

  47,708   5,000   52,708 

Joseph Schick

  47,500   10,000   57,500 

2023.
Name (1)Annual Cash Retainer ($) (2)Board and Committee Chair Fees ($)Total Cash Compensation ($)
Roderick de Greef(3)
112,740 — 112,740 
Amy DuRoss(4)
76,667 12,500 89,167 
Rachel Ellingson60,000 - 60,000 
Joydeep Goswami60,000 10,000 70,000 
Tim Moore60,000 - 60,000 
Joseph Schick60,000 13,750 73,750 
(1)Michael Rice did not receive compensation for his services as Board Chairman from January 1, 2023 through October 19, 2023.
(2)Due to the timing of member resignations and appointments, the annual cash retainers vary depending on the respective period of time each director served.
(3)Mr. de Greef joined the board as a Director on January 4, 2023 and served for approximately 10 months prior to being appointed Chief Executive Officer and Chairman on October 19, 2023. Upon appointment to the Chief Executive Officer position, the BOD awarded Mr. de Greef $62,740 for extraordinary services as a director in addition to his fees earned as a director through October 19, 2023. Mr. de Greef did not receive compensation for his services as Board Chairman for the remainder of they year ended December 31, 2023.
(4)Effective on August 1, 2023, Ms. DuRoss was appointed as lead independent director and received an increase in annual compensation of $40,000. This was prorated for the period of her service to $16,667 for the year ended December 31, 2023.
The Company’s compensation practices for non-employee directors, as determined by the Compensation Committee and our independent compensation consultant, FW Cook, includes annual awards of restricted shares of Common Stock. Equity compensation for non-employee directors was based on a fixed value of $180,000. These awards vest one year from the date of grant, provided such person is still a director on such vesting date.
122
Director compensation table for the fiscal year ended December 31, 2023
The following table sets forth a summary of the compensation the Company paid to its non-employee directors in the year ended December 31, 2023.
Name (1)Fees Earned or
Paid in Cash
($) (1)		Stock Awards
($) (2)		Total
Compensation
($)
Roderick de Greef(3)
112,740 170,444 283,184 
Amy DuRoss89,170 180,000 269,170 
Rachel Ellingson60,000 180,000 240,000 
Joydeep Goswami70,000 180,000 250,000 
Tim Moore60,000 180,000 240,000 
Joseph Schick73,750 180,000 253,750 
(1)For three months of the year ended December 31, 2023, the Directors agreed to be compensated in stock awards in lieu of their cash retainer fees. The totals below therefore represent cash paid to each Director. The remainder of their compensation is captured in the Stock Awards column.
(2)Represents the grant date fair value of awards granted in 2023 calculated in accordance with the ASC Topic 718. The assumptions the Company used for calculating the grant date fair values are set forth in Note 1: “Organization and significant accounting policies – Stock-based compensation.”
(3)The BOD awarded Mr. de Greef an additional $62,740 for extraordinary services as a director prior to his appointment as Chief Executive Officer and Chairman on October 19, 2023.
The following table presents the aggregate number of unvested restricted stock units held by directors as of December 31, 2023:
Name

(1)

Michael Rice did not receive any additional compensation for his services as a director.

Number of Unvested Restricted Stock Units (#)
Roderick de Greef

(2)

9,646
Amy DuRoss

Due to the impacts of COVID-19, annual cash retainer was reduced in May and June 2020 by amounts equal to 25% of the total monthly compensation to each director.

10,187

ITEM 12.

Rachel Ellingson

10,187
Joydeep Goswami10,187
Tim Moore10,187
Joseph Schick10,187
123
The following table presents the grant date fair value of each restricted stock award in the fiscal year ended December 31, 2023 to non-employee directors, computed in accordance with the ASC Topic 718:
NameGrant DateNumber of Securities Stock Awards (#)Grant Date Fair Value of Stock Awards ($)
Roderick de Greef1/3/20239,646170,445 
Roderick de Greef
10/1/2023(1)
3624,999 
Amy DuRoss1/3/202310,187180,004 
Amy DuRoss
10/1/2023(1)
4376,035 
Amy DuRoss
11/1/2023(1)
5986,040 
Amy DuRoss
12/1/2023(1)
4886,037 
Rachel Ellingson1/3/202310,187180,004 
Rachel Ellingson
10/1/2023(1)
3624,999 
Rachel Ellingson
11/1/2023(1)
4955,000 
Rachel Ellingson
12/1/2023(1)
4044,997 
Joydeep Goswami1/3/202310,187180,004 
Joydeep Goswami
10/1/2023(1)
4225,828 
Joydeep Goswami
11/1/2023(1)
5775,828 
Joydeep Goswami
12/1/2023(1)
4715,826 
Tim Moore1/3/202310,187180,004 
Tim Moore
10/1/2023(1)
3624,999 
Tim Moore
11/1/2023(1)
4955,000 
Tim Moore
12/1/2023(1)
4044,997 
Joseph Schick1/3/202310,187180,004 
Joseph Schick
10/1/2023(1)
4456,145 
Joseph Schick
11/1/2023(1)
6086,141 
Joseph Schick
12/1/2023(1)
4966,136 
(1)The grants awarded on dates indicated here were made in lieu of director fees for each applicable distribution date.
Compensation Committee interlocks and insider participation
Ms. DuRoss, Mr. Schick, Ms. Ellingson, and Mr. Moore were the members of the Compensation Committee during the year ended December 31, 2023. No member of the Compensation Committee is a current or former employee of the Company or had any relationship with the Company requiring disclosure herein. No interlocking relationship exists between any member of the Board or the Compensation Committee and any member of the board or Compensation Committee of any other company and no such interlocking relationship has existed in the past.

124
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 19, 2021,February 22, 2024, certain information regarding the beneficial ownership of Common Stock by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of the outstanding shares thereof;of the Company’s common stock; (ii) each director of the Company; (iii) each named executive officer of the Company; and (iv) all of the Company’s current directors and executive officers (including executive officers that are not named executive officers) as a group. This table is based upon information supplied by officers, directors, and principal stockholders and Schedule 13D(s) and Schedule 13G(s) filed with the SEC.

Name and Address of Beneficial Owner

 

Common
Stock

  

Percentage
of Class

 

Directors and Executive Officers

        

Michael Rice (Officer and Director)(1)

  645,174   1.9

%

Aby J. Mathew (Officer)(2)

  629,398   1.9

%

Roderick de Greef (Officer)(3)

  220,051   0.7

%

Karen Foster (Officer)(4)

  314,962   0.9

%

Todd Berard (Officer)(5)

  233,435   0.7

%

Sarah Aebersold (Officer)(6)  20,899   0.1%
Marcus Schulz (Officer)(7)  40,019   0.1%

Andrew Hinson (Director)(8)

  50,175   0.2

%

Raymond Cohen (Director)(9)

  22,763   0.1

%

Joseph Schick (Director)(10)

  10,625   0.0

%

Total shares owned by Executive Officers and Directors (10 persons)(11)

  2,187,501   6.2

%

5% Stockholders

        

Casdin Capital, LLC(12)

  7,440,107   22.3

%

WAVI Holding AG(13)

  3,281,778   9.8

%

83
Table There are 45.8 million outstanding shares inclusive of Contents

the number of shares of the Company’s common stock that the person or group has the right to acquire within 60 days after February 22, 2024. Except as indicated by footnote, and subject to community property laws where applicable, we believe that the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise indicated, the business address of each person listed is in care of 3303 Monte Villa Parkway, #310, Bothell, WA 98021.

(1)

Includes options to purchase 394,843 shares of Common Stock issuable under stock options exercisable within 60 days from March 19, 2021 and 65,872 shares of Common Stock to be issued pursuant to restricted stock awards.

(2)

Includes options to purchase 425,401 shares of Common Stock issuable under stock options exercisable within 60 days from March 19, 2021 and 45,443 shares of Common Stock to be issued pursuant to restricted stock awards.

(3)

Includes options to purchase 40,919 shares of Common Stock issuable under stock options exercisable within 60 days from March 19, 2021 and 143,556 shares of Common Stock to be issued pursuant to restricted stock awards.

(4)

Includes options to purchase 246,989 shares of Common Stock issuable under stock options exercisable within 60 days from March 19, 2021 and 37,385 shares of Common Stock to be issued pursuant to restricted stock awards.

(5)

Includes options to purchase 158,565 shares of Common Stock issuable under stock options exercisable within 60 days from March 19, 2021 and 29,248 shares of Common Stock to be issued pursuant to restricted stock awards.

(6)Includes 20,899 shares of Common Stock to be issued pursuant to restricted stock awards.
(7)Includes 39,849 shares of Common Stock to be issued pursuant to restricted stock awards.

(8)

Includes options to purchase 35,714 shares of Common Stock issuable under stock options exercisable within 60 days from March 19, 2021 and 7,500 shares of Common Stock to be issued pursuant to restricted stock awards.

(9)

Includes 8,750 shares of Common Stock to be issued pursuant to a restricted stock award.

(10)

Includes 7,500 shares of Common Stock to be issued pursuant to a restricted stock award.

(11)

Includes the securities listed in footnotes 1-8, in addition to 170 shares of Common Stock, options to purchase 557,532 shares of Common Stock issuable under stock options exercisable within 60 days from March 19, 2021 and 87,237 shares of Common Stock to be issued pursuant to restricted stock awards held by executive officers of the Company that are not named executive officers.

(12)

Based on a Form 4 filed on November 27, 2020. Consists of 7,440,107 shares of Common Stock. The business address of Casdin Capital, LLC is 1350 Avenue of the Americas, Suite 2405, New York, New York 10019.

(13)

Based on a Form 4 filed on February 5, 2021. Consists of 3,281,778 shares of Common Stock. The business address of WAVI Holding AG is Paradiesstrasse 25 Jona V8 CH 8645.

Name and Address of Beneficial OwnerCommon StockPercentage of Class
Directors and Executive Officers
Michael Rice (Former Officer)(1)417,179*
Aby J. Mathew (Officer)(2)320,108*
Karen Foster (Officer)(3)219,405*
Roderick de Greef (Officer and Director)(4)68,406*
Troy Wichterman(Officer)(5)50,174*
Geraint Phillips (Officer)(6)46,178*
Joseph Schick (Director)32,689*
Rachel Ellingson (Director)31,685*
Joydeep Goswami (Director)29,846*
Amy DuRoss (Director)29,379*
Tim Moore (Director)18,633*
Total shares owned by Executive Officers and Directors (14 persons)1,489,7353.3 %
5% Stockholders
Casdin Capital, LLC(7)8,707,16519.0 %
BlackRock, Inc.(8)5,424,11611.9 %
The Vanguard Group(9)2,571,6085.6 %
Goldman Sachs Group Inc(10)2,476,2425.4 %
Integrated Core Strategies (US) LLC(11)2,404,8625.3 %
*Less than 1%
(1)Includes 70,094 shares of common stock to be issued pursuant to restricted stock awards within 60 days from February 22, 2024.
(2)Includes options to purchase 50,000 shares of common stock issuable under stock options exercisable within 60 days from February 22, 2024 and 25,430 shares of common stock to be issued pursuant to restricted stock awards within 60 days from February 22, 2024.
(3)Includes options to purchase 100,000 shares of common stock issuable under stock options exercisable within 60 days from February 22, 2024 and 19,951 shares of common stock to be issued pursuant to restricted stock awards within 60 days from February 22, 2024.
(4)Includes 23,365 shares of common stock to be issued pursuant to restricted stock awards within 60 days from February 22, 2024.
(5)Includes 28,299 shares of Common Stock to be issued pursuant to restricted stock awards within 60 days from February 22, 2024.
(6)Includes 11,258 shares of Common Stock to be issued pursuant to restricted stock awards within 60 days from February 22, 2024.
125
(7)Based on a Schedule 13D/A filed on October 24, 2023 reporting shared voting and dispositive power over 8,707,165 shares of common stock. Casdin Capital, LLC (“Casdin”) is the investment manager to Casdin Partners Master Fund, L.P. (the “Fund”) and Casdin Partners GP, LLC (the “GP”) is the general partner of the Fund. Eli Casdin is the managing member of Casdin and the GP. Pursuant to the Schedule 13D/A, Casdin, the GP and Eli Casdin may be deemed to be the beneficial owners of 8,707,165 shares of common stock, and the Fund may be deemed to be the beneficial owner of 8,557,165 shares of common stock. The business address of Casdin is 1350 Avenue of the Americas, Suite 2405, New York, New York 10019.
(8)Based on a Schedule 13G/A filed on January 23, 2024, reporting sole voting power over 5,379,424 shares of common stock and sole dispositive power over 5,424,116 shares of common stock. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
(9)Based on a Schedule 13G/A filed on February 13, 2024, reporting shared voting power over 61,469 shares of common stock, sole dispositive power over 2,475,884 shares of common stock and shared dispositive power over 95,724 shares of common stock. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(10)Based on a Schedule 13G filed on February 2, 2024, reporting shared voting power over 2,461,009 shares of common stock and shared dispositive power over 2,462,710 shares of common stock. The shares reported as beneficially owned by The Goldman Sachs Group, Inc. (“GS Group”), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC (“Goldman Sachs”), a registered broker or dealer and a registered investment adviser. Goldman Sachs is a subsidiary of GS Group. The business address of GS Group is 200 West Street, New York, NY 10282.
(11)Based on a Schedule 13G/A filed on January 24, 2024, reporting shared voting and dispositive power over 2,404,862 shares of common stock. The shares reported as beneficially owned by Integrated Core Strategies (US) LLC may be deemed beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander and are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The business address of Integrated Core Strategies (US) LLC is 399 Park Avenue, New York, New York 10022.
Equity Compensation Plan Information

The following table sets forth information as of December 31, 20202023 relating to all our equity compensation plans:

Plan category

 

Number of

securities to
be issued upon

exercise
of outstanding

options

(in thousands)

  

Weighted Average
exercise price of
outstanding
options

  

Number of
granted restricted
stock awards
outstanding
(in thousands)

  

Number of securities
remaining available
for future issuance

(in thousands)

 

Equity compensation plans not approved by security holders (1)

  123  $1.45   —   — 

Second amended and restated 2013 performance incentive plan

  1,407  $1.88   1,238   470 

(1) Represents shares of common stock issuable pursuant to non-plan stock option agreements entered into prior to the adoption of our 2013 Performance Incentive Plan. Prior to the adoption of our 2013 Performance Incentive Plan, we granted certain individuals stock options pursuant to stock option agreements that were not issued under a stockholder-approved plan. Each agreement entitles the holder to purchase from us a fixed number of shares of common stock at a fixed purchase price per share for a fixed period of time, which may not exceed ten (10) years. The specific terms

Plan categoryNumber of
securities to
be issued upon
exercise
of outstanding
options
(in thousands)		Weighted Average
exercise price of
outstanding
options		Number of
granted restricted
stock awards
outstanding
(in thousands)		Number of securities
remaining available
for future issuance
(in thousands)
Second amended and restated 2013 performance incentive plan217$2.21 1,5721,067
2023 Omnibus performance incentive plan—$— 1,2503,295

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain relationships and conditions of each option, including when the right to exercise the option vests, the number of shares subject to the option, the exercise price per share, the method of exercise, exercisability following termination, disability and death, and adjustments upon stock splits, combinations, mergers, consolidation and like events are specified in each agreement. In the event of a liquidation of the Company, or a merger, reorganization, or consolidation of the Company with any other corporation in which we are not the surviving corporation or we become a wholly-owned subsidiary of another corporation, any unexercised options shall be deemed canceled unless the surviving corporation elects to assume the options or to issue substitute options in place thereof. In the event of the forgoing, the holder will have the right to exercise the option during a ten-day period immediately prior to such liquidation, merger, or consolidation.

related transactions
84
Table of Contents

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Since January 1, 2019,2023, there has not been, nor has there been proposed, any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than as described above under

126
the headings “Executive Compensation” and “Board of Directors—DirectorDirectors-Director Compensation” and other than the transactions described below. Each of the transactions described below was reviewed and approved or ratified by the Audit Committee of the Board. It is anticipated that any future transactions between us and our officers, directors, principal stockholders and affiliates will be on terms no less favorable to us than could be obtained from unaffiliated third parties.third-parties. In accordance with our Audit Committee’s charter, all such transactions will be reviewed and approved by our Audit Committee and a majority of the independent and disinterested members of the Board.

On May 14, 2020, we entered into separate warrant exercise agreements with WAVI Holding AG (5% security holder) and Taurus4757 GmbH (affiliate of our former director, Thomas Girschweiler) pursuant to which the warrant holders immediately exercised their respective warrants via a “cashless” exercise as agreed to by the Company. As a result of the cashless exercise, the Company issued approximately 2.7 million shares to the warrant holders and eliminated approximately 3.9 million warrants from its overhang.

On May 22, 2020, we closed a financing transaction with Casdin Partners Master Fund, L.P. (5% security holder) pursuant to which we received gross proceeds of approximately $20,000,000. The transaction was consummated pursuant to a share purchase agreement, dated May 14, 2020, and we issued to Casdin 1,904,762 shares of common stock at the purchase price of $10.50 per share. We also granted Casdin certain registration rights requiring us to file a registration statement with the SEC covering the resale by Casdin of all shares of Company common stock held by Casdin.

Director Independence

independence

Our board of directors is responsible for determining the independence of our directors. For purposes of determining director independence, our board of directors has applied the definitions set forth in NASDAQ Rule 5605(a)(2) and the related rules of the SEC. Based upon its evaluation, our board of directors has affirmatively determined that the following directors meet the standards of independence: Mr. Cohen,Schick, Ms. DuRoss, Ms. Ellingson, Mr. Schick,Goswami, and Mr. Hinson.

ITEM 14.

PRINCIPAL ACCOUNTINGFEES AND SERVICES

Moore.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent Registered Public Accounting Firm Fees

The following table sets forth the aggregate fees billed by our current independent accountants, BDO USA,auditors, Grant Thornton LLP (“Grant Thornton”), for professional services rendered in the fiscal years ended December 31, 20202023 and 2019.

  

2020

  

2019

 
         

Audit fees(1)

 $429,300  $314,645 

Audit related fees(2)

  132,450  

 

–– 

Tax fees(3)

 

 

––  

 

–– 

All other fees(4)

 

 

––  

 

–– 

Total

 $561,750  $314,645 

2022.
20232022
Audit fees(1)
$1,887,800 $1,257,800 
Audit related fees(2)
18,550 — 
Total$1,906,350 $1,257,800 
85
Table(1)Audit fees consist of Contentsprofessional services for the audit of our annual financial statements, review of financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagement for those fiscal years.
(2)Audit-related fees consist of assurance and related services reasonably related to the performance of the audit or review of our financial statements that are not reported under the heading Audit fees above.

(1)

Audit fees consist of professional services for the audit of our annual financial statements, review of financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagement for those fiscal years.

(2)

Audit-related fees consist of assurance and related services reasonably related to the performance of the audit or review of our financial statements that are not reported under the heading Audit fees above. In the years ended December 31, 2020 and 2019, we incurred Audit-related fees in connection with audits and reviews of companies we acquired.

(3)

There were no fees paid that would be considered “Tax fees” in 2020 or 2019. Fees to be disclosed under this category would be for professional services for tax compliance, tax advice, and tax planning.

(4)

There were no fees paid that would be considered “All Other fees” in 2020 or 2019. Fees to be disclosed under this category would be for products and services other than those described under the headings Audit fees, Audit-related fees and Tax fees above.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee must pre-approve all services to be performed for us by our independent auditors. Pre-approval is granted usually at regularly scheduled meetings of the Audit Committee. If unanticipated items arise between regularly scheduled meetings of the Audit Committee, the Audit Committee has delegated authority to the chairman of the Audit Committee to pre-approve services, in which case the chairman communicates such pre-approval to the full Audit Committee at its next meeting.services. The Audit Committee also may approve the additional unanticipated services by either convening a special meeting or acting by unanimous written consent. During the years ended December 31, 20202023 and 2019,2022, all services billed by BDO USA, LLPGrant Thornton were pre-approved by the Audit Committee Chair in accordance with this policy.

86PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Table(a)The following documents are filed as part of Contentsthis Annual Report on Form 10-K:

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this Annual Report on Form10-K:

(1)Financial Statements (Included Under Item 8): The Index to the Financial Statements is included on page 28 ofin this Annual Report on Form 10-K and is incorporated herein by reference.

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Table of Contents
(2)Financial Statement Schedules:

None.

Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto.
(b)Exhibits

(b)

Exhibit Number

Exhibits

Exhibit

Number

Document

2.1†*

Stock Purchase Agreement, dated March 13, 2019, by and among the Company, Astero Bio Corporation, the stockholders of Astero Bio Corporation and the representative of the sellers (included as Exhibit 2.1 to the current report on Form 8-K filed on April 5, 2019)

2.2†

Share Exchange Agreement, dated August 7, 2019, by and among the Company, SAVSU Technologies, Inc. and SAVSU Origin LLC (included as Exhibit 2.1 to the current report on Form 8-K filed on August 13, 2019)

2.3†*

Asset Purchase Agreement, dated November 10, 2019, by and among the Company, Arctic Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Custom Biogenic Systems, Inc. (included as Exhibit 2.1 to the current report on Form 8-K filed on November 15, 2019)

2.4†*

Stock Purchase Agreement, dated September 18, 2020, by and among the Company, SciSafe, the stockholders of SciSafe party thereto and Garrie Richardson (included as Exhibit 2.1 to the current report on Form 8-K filed on September 24, 2020)

2.5†*

Agreement and Plan of Merger, dated as of March 19, 2021, by and among the Company, BLFS Merger Subsidiary, Inc., Global Cooling, Inc. and Albert Vierling and William Baumel, in their capacity as the representatives of the stockholders of Global Cooling, Inc. (included as Exhibit 2.1 to the current report on Form 8-K filed on March 25, 2021)

3.1

2.2†
Agreement and Plan of Merger, dated as of August 9, 2021, by and among the Company, BLFS Merger Sub, Inc., Sexton Biotechnologies, Inc. and Fortis Advisors LLC, in their capacity as the representatives of the stockholders of Sexton Biotechnologies, Inc. (incorporated by reference to Exhibit 2.6 to Company's report on Form 10-K filed March 31, 2022)
3.1

Amended and Restated Certificate of Incorporation of BioLife Solutions, Inc. (included as Exhibit 4.1 to the Registration Statement on Form S-8 filed on June 24, 2013)

3.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BioLife Solutions, Inc. (included as Exhibit 3.1 to the Current Report on Form 8-K filed on January 30, 2014)

3.3

Amended and Restated Bylaws of BioLife Solutions, Inc., effective April 25, 2013 (included as Exhibit A to the Registrant’s Definitive Information Statement on Schedule 14C filed March 27, 2013)

3.4

Certificate of Designations, Preferences, and Rights of Series A Preferred Stock (included as Exhibit 3.1 to the current report on Form 8-K filed on July 6, 2017)

4.1

Description of the Company’s Securities Registered under Section 12 of the Exchange Act (incorporated by reference(filed herewith)
10.1**
BioLife Solutions, Inc. 2023 Omnibus Incentive Plan (included as Exhibit 4.1 to the Company’s registration statementRegistration Statement on Form 8-A, asS-8 for the fiscal year ended December 31, 2023 filed on March 19, 2014)August 15, 2023)

10.1*10.2**

BioLife Solutions, Inc. Employee and Executive Form of Restricted Stock Unit Award Agreement pursuant to the 2023 Omnibus Incentive Plan (filed herewith)
10.3**

BioLife Solutions, Inc. Director Form of Restricted Stock Unit Award Agreement pursuant to the 2023 Omnibus Incentive Plan (filed herewith)
10.4**
Second Amended and Restated 2013 Performance Incentive Plan (included as Appendix A to the Registrant’s Definitive Proxy Statement filed on April 14, 2017)

10.2*10.5**

Amendment No. 1 to Second Amended and Restated 2013 Performance Incentive Plan (filed herewith)(included as Exhibit 10.2 to the Annual Report on Form 10-K for the fiscal y ear ended December 31, 2020 filed March 31, 2021)

10.3*10.6**

BioLife Solutions, Inc. Form of Non-Plan Stock Option Agreement (included as Exhibit 4.4 to the Registration Statement on Form S-8 filed on June 24, 2013)

10.4

10.7**

Lease Agreement dated August 1, 2007 for facility space 3303 Monte Villa Parkway, Bothell, WA 98021 (included as Exhibit 10.27 and Exhibit 10.29 to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 filed April 1, 2008)

10.5

First Amendment to the Lease, dated November 4, 2008, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.16 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 31, 2009)

10.6

Second Amendment to the Lease, dated March 2, 2012, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.30 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed May 14, 2012)

10.7

Third Amendment to the Lease, dated June 15, 2012, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.37 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed March 29, 2013)

10.8

Fourth Amendment to the Lease, dated November 26, 2012, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.41 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed March 29, 2013)

10.9

Fifth Amendment to Lease, dated August 19, 2014, by and between the Company and Monte Villa Farms LLC (included as Exhibit 10.1 Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed on November 6, 2014)

10.10

Form of Warrant issued to purchasers in the March 25, 2014 public offering (incorporated by reference to Exhibit 4.1 to the Company’s report on Form 8-K filed March 20, 2014)

10.11**

Amended Employment Agreement dated December 1, 2020 between the Company and Michael Rice (filed herewith)

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Table of Contents

10.12**

Amended Employment Agreement dated December 1, 2020 between the Company and Aby Mathew (filed herewith)

10.13**

Amended Employment Agreement dated December 1, 2020 between the Company and Todd Berard (filed herewith)

10.14

Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Raymond Cohen (included as Exhibit 10.1 to the Current Report on Form 8-K filed on May 5, 2015)

10.15

Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Thomas Girschweiler (included as Exhibit 10.2 to the Current Report on Form 8-K filed on May 5, 2015)

10.16

Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Other Non-Employee Directors (included as Exhibit 10.3 to the Current Report on Form 8-K filed on May 5, 2015)

10.17**

Amended Employment Agreement effective December 1, 2020 between the Company and Karen Foster (filed herewith)

10.18**

Amended Employment Agreement dated December 1, 2020 between the Company and Roderick de Greef (filed herewith)

10.19

Form of Restricted Stock Purchase Agreement pursuant to the Second Amended & Restated 2013 Performance Incentive Plan (included as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 16, 2016)

10.20

10.8**

Form of Stock Option Agreement pursuant to the Second Amended & Restated 2013 Performance Incentive Plan (included as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 16, 2016)

10.21

10.9
Amendment No. 2 to BioLife Solutions, Inc. Second Amended and Restated 2013 Performance Incentive Plan (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-8 filed on July 7, 2021)
10.10

Common StockAmendment No. 3 to BioLife Solutions, Inc. Second Amended and Restated 2013 Performance Incentive Plan (incorporated by reference to Exhibit 4.6 of the Registrant's Registration Statement on Form S-8 filed on September 12, 2022)
10.11
Securities Purchase Warrant issuedAgreement by and between BioLife Solutions, Inc. and the Purchaser (incorporated by reference to WAVI Holding AG (included as Exhibit 10.710.1 to the Quarterly ReportCompany’s report on Form 10-Q for the quarter ended March 31, 20168-K filed on May 16, 2016)October 19, 2023)

10.22

10.12
Registration Rights Agreement by and between BioLife Solutions, Inc. and the Purchaser (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed October 19, 2023)
10.13

Share PurchaseLease Agreement dated May 14, 2020,July 1, 2023 for facility space 296 South Harper St. Nelsonville, OH 45764 (filed herewith)
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Table of Contents
10.14
Eleventh Amendment to the Lease, dated February 22, 2022, by and between the Company and Casdin Partners Master Fund, L.P.ARE-SEATTLE No. 38, LLC (incorporated by reference to Exhibit 10.20 to Company's report on Form 10-K filed March 31, 2022)
10.15
Lease Agreement dated January 29, 2021 for facility space 301 Treble Cove Road, Billerica, MA 01862 (filed incorporated by reference to Exhibit 10.21 to Company's report on Form 10-K filed March 31, 2022)
10.16
Lease Agreement dated April 1, 2011 for facility space 6000 Poston Road, The Plains, OH 45710 (incorporated by reference to Exhibit 10.24 to Company's report on Form 10-K filed March 31, 2022)
10.17
Lease Extension Agreement dated May 30, 2018 for facility space 6000 Poston Road, The Plains, OH 45710 (incorporated by reference to Exhibit 10.25 to Company's report on Form 10-K filed March 31, 2022)
10.18
Lease Agreement dated October 1, 2019 for facility space 1102 Indiana Avenue, Indianapolis, IN 46202 (incorporated by reference to Exhibit 10.26 to Company's report on Form 10-K filed March 31, 2022)
10.19
First Amendment to the Lease, dated August 31, 2021 for facility space 1102 Indiana Avenue, Indianapolis, IN 46202 (incorporated by reference to Exhibit 10.27 to Company's report on Form 10-K filed March 31, 2022)
10.20
Loan and Security Agreement, dated September 20, 2022, between BioLife Solutions, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to the Company's report on Form 10-Q filed November 9, 2022)
10.21
Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024, between BioLife Solutions, Inc. and First Citizens Bank and Trust Company (filed herewith)
10.22
Executive Employment Agreement, dated October 19, 2023, by and between the Company and Roderick de Greef (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed October 23, 2023)
10.23
Separation, Release of Claims and Consulting Agreement, dated October 19, 2023, by and between the Company and Michael Rice (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed October 23, 2023)
10.24
Amended Employment Agreement dated January 5, 2023 between the Company and Aby Mathew (filed herewith)
10.25
Amended Employment Agreement dated June 1, 2023 between the Company and Todd Berard (filed herewith)
10.26
Amended Employment Agreement dated June 1, 2023 between the Company and Karen Foster (filed herewith)
10.27
Amended Employment Agreement dated June 1, 2023 between the Company and Sarah Aebersold (filed herewith)
10.28
Amended Employment Agreement dated June 1, 2023 between the Company and Troy Wichterman (filed herewith)
10.29
Amended Employment Agreement dated June 1, 2023 between the Company and Geraint Phillips (filed herewith)
10.30
Amended Employment Agreement dated October 19, 2023 between the Company and Garrie Richardson (filed herewith)
10.31
Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Other Non-Employee Directors (included as Exhibit 10.110.3 to the Current Report on Form 8-K filed on May 27, 2020)5, 2015)

10.23

10.32

Underwriting Agreement, dated July 2, 2020, between Biolife Solutions, Inc. and Cowen and Company, LLC, Oppenheimer & Co. Inc. and Stephens Inc. (included asForm of Amendment to Employment Terms (incorporated by reference to Exhibit 10.1 to the Current ReportCompany’s report on Form 8-K filed on July 8, 2020)August 16, 2023)

10.24**

16.1

Employment Agreement dated January 1, 2021 betweenLetter from BDO USA, LLP (incorporated by reference to Exhibit 16.1 to the Company and Sarah Aebersold (filed herewith)Company’s report on Form 8-K filed April 7, 2022)

10.25**

21.1

Amended Employment Agreement dated December 31, 2020 between the Company and Marcus Schulz (filed herewith)

21.1

List of the Company’s Subsidiaries

23.1

Consent of Grant Thornton USA, LLP (filed herewith)
23.2

Consent of BDO USA, LLP (filed herewith)

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.2

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

101.INS

97.1
BioLife Solutions, Inc. Incentive-based compensation recovery policy (filed herewith)
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Table of Contents
101.INS

Inline XBRL Instance Document (filed herewith)

101.SCH

Inline XBRL Taxonomy Extension Schema (filed herewith)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 *

Certain sensitive financial, commercial and strategic information relating to the Company has been redacted in the marked portions of the exhibit.

**

Management contract or compensatory plan or arrangement.

†

The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

(c)

Excluded financial statements:

*Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. A copy of the omitted portions will be furnished supplementally to the Securities and Exchange Commission upon request.
**Management contract or compensatory plan or arrangement.
†The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
(c)Excluded financial statements:
None.

ITEM 16.

FORM 10-K SUMMARY

ITEM 16.    FORM 10-K SUMMARY
The Company has elected not to include a summary pursuant to this Item 16.

88
130
SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:

March 31, 2021

February 29, 2024

BIOLIFE SOLUTIONS, INC.

/s/ RODERICK DE GREEF

/s/ MICHAEL RICE

Roderick de Greef

Michael Rice

Chief Executive Officer and President
(principal(principal executive officer) and Director

Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:

March 31, 2021

/s/ MICHAEL RICE

Date:February 29, 2024

Michael Rice

Chief Executive Officer and President
(principal executive officer) and Director

Date:

March 31, 2021

/s/ RODERICK DE GREEF

Roderick deDe Greef

Chief FinancialExecutive Officer (principal financial
officerexecutive officer) and principal accounting officer)

Date:

March 31, 2021

/s/ RAYMOND COHEN

Raymond Cohen

Chairman of the Board of Directors

Date:February 29, 2024/s/ TROY WICHTERMAN

Date:

March 31, 2021

/s/ ANDREW HINSON

Troy Wichterman

Andrew Hinson

Chief Financial Officer (principal financial officer and principal accounting officer)

Director

Date:February 29, 2024

Date:

March 31, 2021

/s/ JOSEPH SCHICK

Joseph Schick

Director
Date:February 29, 2024

Director

/s/ AMY DUROSS
Amy DuRoss
Director
Date:February 29, 2024/s/ RACHEL ELLINGSON
Rachel Ellingson
Director
Date:February 29, 2024/s/ JOYDEEP GOSWAMI
Joydeep Goswami
Director
Date:February 29, 2024/s/ TIM MOORE
Tim Moore
Director

89131