{"filing":{"accession_number":"0001628280-26-049232","cik":"0000834365","ticker":"BLFS","company_name":"BIOLIFE SOLUTIONS INC","form":"8-K","filing_date":"2026-07-22","report_date":null,"primary_document":"blfs-20260721.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/834365/000162828026049232/blfs-20260721.htm"},"events":[{"id":19678,"run_id":17705,"accession_number":"0001628280-26-049232","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"BioLife Solutions entered into a definitive Agreement and Plan of Merger with Repligen Corporation on July 21, 2026, whereby Repligen will acquire all outstanding shares of BioLife for $11.25 cash and 0.1442 shares of Repligen common stock per share (total enterprise value approximately $1.5 billion), with expected completion in Q4 2026 and unanimous board approval from both companies.","company_name":"BIOLIFE SOLUTIONS INC","ticker":"BLFS","filing_date":"2026-07-22","form":"8-K","submitted_at":null,"items":[{"id":18835,"accession_number":"0001628280-26-049232","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"BioLife Solutions entered into a definitive Agreement and Plan of Merger with Repligen Corporation on July 21, 2026, whereby Repligen will acquire all outstanding shares of BioLife for $11.25 cash and 0.1442 shares of Repligen common stock per share (total enterprise value approximately $1.5 billion). This is a material acquisition transaction subject to customary closing conditions, with expected completion in Q4 2026. The boards of both companies have unanimously approved the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:18:47.371000+00:00","company_name":"","ticker":null,"filing_date":""},{"id":18836,"accession_number":"0001628280-26-049232","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 2.02 disclosure announces BioLife's preliminary Q2 2026 revenue ($28.5 million, up 21% YoY), but the press release (Exhibit 99.1) is dominated by the announcement of Repligen's definitive agreement to acquire BioLife for approximately $1.5 billion in an all-stock and cash transaction. The acquisition is the material event—it represents entry into a material acquisition that will fundamentally change BioLife's status as an independent public company. While Item 2.02 technically covers financial results, the substance of the disclosure centers on the M\u0026A transaction, making this a material acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:18:47.371000+00:00","company_name":"","ticker":null,"filing_date":""},{"id":18837,"accession_number":"0001628280-26-049232","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 7.01 discloses a joint press release announcing entry into a definitive Merger Agreement between Repligen and BioLife Solutions, with BioLife stockholders to receive $31.00 per share in a transaction valued at approximately $1.5 billion. This is a material acquisition announcement that directly references Item 1.01 (the primary M\u0026A disclosure item), making it clear that the principal event is the entry into a merger agreement—a core M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:18:47.371000+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":18835,"accession_number":"0001628280-26-049232","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"BioLife Solutions entered into a definitive Agreement and Plan of Merger with Repligen Corporation on July 21, 2026, whereby Repligen will acquire all outstanding shares of BioLife for $11.25 cash and 0.1442 shares of Repligen common stock per share (total enterprise value approximately $1.5 billion). This is a material acquisition transaction subject to customary closing conditions, with expected completion in Q4 2026. The boards of both companies have unanimously approved the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:18:47.371000+00:00","company_name":"BIOLIFE SOLUTIONS INC","ticker":"BLFS","filing_date":"2026-07-22"},{"id":18836,"accession_number":"0001628280-26-049232","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 2.02 disclosure announces BioLife's preliminary Q2 2026 revenue ($28.5 million, up 21% YoY), but the press release (Exhibit 99.1) is dominated by the announcement of Repligen's definitive agreement to acquire BioLife for approximately $1.5 billion in an all-stock and cash transaction. The acquisition is the material event—it represents entry into a material acquisition that will fundamentally change BioLife's status as an independent public company. While Item 2.02 technically covers financial results, the substance of the disclosure centers on the M\u0026A transaction, making this a material acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:18:47.371000+00:00","company_name":"BIOLIFE SOLUTIONS INC","ticker":"BLFS","filing_date":"2026-07-22"},{"id":18837,"accession_number":"0001628280-26-049232","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 7.01 discloses a joint press release announcing entry into a definitive Merger Agreement between Repligen and BioLife Solutions, with BioLife stockholders to receive $31.00 per share in a transaction valued at approximately $1.5 billion. This is a material acquisition announcement that directly references Item 1.01 (the primary M\u0026A disclosure item), making it clear that the principal event is the entry into a merger agreement—a core M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:18:47.371000+00:00","company_name":"BIOLIFE SOLUTIONS INC","ticker":"BLFS","filing_date":"2026-07-22"}]}