Biolife Solutions Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Approve and adopt the July 21, 2026 Agreement and Plan of Merger with Repligen Corporation and its merger subsidiaries, under which BioLife will merge into a Repligen-owned structure and BioLife stockholders will receive $11.25 in cash plus 0.1442 Repligen shares per BioLife share, subject to the agreement’s terms and adjustments.

   More detail

   Proposal 1 asks stockholders to adopt the merger agreement under which Repligen’s merger subsidiary will first merge with BioLife and then the surviving BioLife entity will merge into a Repligen subsidiary. Each eligible BioLife share would receive $11.25 in cash and 0.1442 shares of Repligen common stock, subject to potential adjustment if Nasdaq issuance limits require proration. Completion would eliminate BioLife as an independent public company and make it part of Repligen’s wholly owned operating structure. The Board emphasized that the implied $31.00 value at signing represented premiums to BioLife’s unaffected price, its July 21 closing price, and its 90-day volume-weighted average price. It also viewed the mixed consideration as balancing immediate cash value with continuing participation in the combined company’s future performance. The Board considered BioLife’s standalone risks, including product concentration, customer concentration, capital needs, supplier dependence, and the challenges of remaining an independent public company. The Board cited an active strategic process, negotiations that increased value and cash content, the absence of a competing offer viewed as superior, and Centerview’s fairness opinion. Regulatory approvals, stockholder approval, an effective registration statement, Nasdaq listing, and other customary closing conditions remain necessary, so the transaction is not assured. With Tony Hunt recused because of his prior Repligen board service, the remaining directors unanimously recommended a vote FOR the proposal.

2. 2

   Advisory (Non-Binding) Vote on Merger-Related Compensation for Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to BioLife’s named executive officers in connection with the merger, as disclosed under Item 402(t) of Regulation S-K.

   More detail

   Proposal 2 asks stockholders to approve, on a non-binding advisory basis, merger-related compensation for BioLife’s named executive officers. The resolution covers the compensation disclosed in the golden-parachute table, its footnotes, the related narrative discussion, and the governing agreements and plans. The disclosed arrangements include accelerated vesting of equity awards, cash severance payable after qualifying terminations, and related tax gross-ups. Equity acceleration is generally single-trigger at the merger effective time, while cash severance and associated tax reimbursement are generally double-trigger and require a qualifying termination. The estimated aggregate payments vary significantly among executives, with the largest estimate attributable to the CEO’s accelerated equity and severance benefits. Section 14A of the Exchange Act and SEC rules require BioLife to submit this advisory vote in connection with the merger. The vote is separate from the merger approval vote, so stockholders may approve one and reject the other. Because the vote is advisory only, its outcome will not bind BioLife or Repligen and will not prevent payment of compensation otherwise due under the applicable arrangements if the merger closes. The Board, with Tony Hunt recused, recommends voting FOR, while the filing specifically alerts stockholders that executive interests may differ from those of stockholders generally.

3. 3

   Adjournment of the BioLife Special Meeting

   ManagementBoard: FOR

   Approve adjournment of the special meeting to a later date or dates if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the merger proposal or to establish a quorum.

   More detail

   Proposal 3 asks stockholders to authorize adjournment of the special meeting if necessary or appropriate. The principal purpose is to provide additional time to solicit proxies if there are insufficient votes to approve the Merger Proposal. Adjournment may also be necessary if the meeting lacks a quorum or if a legally required supplement or amendment to the proxy materials must be distributed. Under the Merger Agreement, BioLife must adjourn in certain circumstances and may be required to do so at Repligen’s written request when support for the merger is insufficient. The filing emphasizes that the presiding officer may have authority to adjourn even without stockholder approval, so approval of this proposal is not the sole source of that authority. If approved, the proposal could allow BioLife to seek additional votes, including from stockholders who previously submitted proxies against the merger. The meeting generally cannot be postponed more than ten business days beyond the prior scheduled date without agreement and cannot be moved to a date on or after three business days before the outside date. The proposal requires a majority of votes affirmatively cast, with abstentions, broker non-votes, and failures to vote having no effect assuming a quorum. The Board, with Tony Hunt recused, recommends voting FOR because the authority could help secure the required majority approval of the merger agreement.

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When is the Biolife Solutions Inc 2026 special meeting?

Biolife Solutions Inc (BLFS) holds its 2026 special shareholder meeting on Monday, October 5, 2026.

What is the record date for the Biolife Solutions Inc 2026 meeting?

The record date for the Biolife Solutions Inc 2026 meeting is Thursday, September 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Biolife Solutions Inc's 2026 meeting?

The board is presenting 7 director nominees at the Biolife Solutions Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Biolife Solutions Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Biolife Solutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.