BIOLIFE SOLUTIONS INC 8K

Repligen Corporation agreed to acquire BioLife Solutions, Inc. in a stock-and-cash merger with a two-step Delaware merger structure and full acceleration of BioLife equity awards.

On July 21, 2026, Repligen Corporation entered into an Agreement and Plan of Merger with BioLife Solutions, Inc., under which Repligen will acquire BioLife through a two-step merger structure in Delaware, first merging Bravo Merger Sub I, Inc. with and into BioLife (with BioLife surviving as a wholly owned subsidiary of Repligen) and then merging that surviving corporation into Bravo Merger Sub II, LLC, which will continue as a wholly owned Repligen subsidiary; each outstanding share of BioLife common stock (other than excluded and appraisal shares) will be converted into the right to receive mixed consideration of 0.1442 shares of Repligen common stock plus $11.25 in cash, subject to adjustment to comply with Nasdaq Listing Rule 5635 and standard anti-dilution provisions, and all BioLife equity awards will fully vest and be settled into BioLife shares immediately prior to closing so that they, too, receive the merger consideration, with the parties intending the transaction to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Filing Facts

CIK

834365

Ticker

-

Form

8K

Source Type

sec

Accession

0001628280-26-049232

Alert Tier

8