BioLife Solutions Shareholders Approve Repligen Merger Agreement

Key Points

• BioLife Solutions shareholders approved the merger agreement with Repligen at a special meeting on Oct. 5, 2026, satisfying a key condition for the transaction.
• Under the agreement, BioLife will become a wholly owned subsidiary of Repligen through a two-step merger structure.
• Shareholders also approved merger-related executive compensation and an adjournment proposal, while final vote results are expected in a Form 8-K filing within four business days.

BioLife Solutions NASDAQ: BLFS stockholders approved the company’s merger agreement with Repligen Corporation at a special meeting held virtually on Oct. 5, 2026, clearing a key shareholder-vote requirement for the proposed transaction.

Roderick de Greef, BioLife’s chief executive officer and chairman, called the meeting to order at 9:00 a.m. Eastern Time. Troy Wichterman, the company’s chief financial officer, served as secretary of the meeting, while Leah Grant of Broadridge was appointed inspector of election.

According to Wichterman, BioLife had 48,923,333 shares of common stock outstanding and entitled to vote as of the Sept. 3, 2026, record date. At least 16,307,778 shares, representing one-third of the outstanding voting shares, were represented virtually or by proxy, establishing a quorum.

Merger Agreement Approved

The principal proposal before stockholders was adoption of the merger agreement dated July 21, 2026, among BioLife, Repligen, Bravo Merger Sub I Inc. and Bravo Merger Sub II LLC.

Under the terms described at the meeting, Bravo Merger Sub I will merge into BioLife, with BioLife surviving as a direct wholly owned subsidiary of Repligen. Immediately following that transaction, BioLife will merge into Bravo Merger Sub II, with Merger Sub II surviving as a direct wholly owned subsidiary of Repligen.

BioLife’s board unanimously recommended that stockholders vote in favor of the merger agreement, as well as the other two proposals on the agenda.

Following the closing of the polls at 9:06 a.m. Eastern Time, Wichterman reported that the merger agreement was approved by the affirmative vote of holders of a majority of the company’s outstanding shares entitled to vote at the meeting.

Executive Compensation and Adjournment Proposals Also Pass

Stockholders also approved, on an advisory and non-binding basis, compensation that may be paid or become payable to BioLife’s named executive officers based on or otherwise related to the merger agreement and the transactions contemplated by it.

That proposal was approved by a majority of the votes affirmatively cast at the meeting, Wichterman said.

A third proposal, which would have permitted the meeting to be adjourned to solicit additional proxies if necessary to secure approval of the merger agreement, also received approval from a majority of votes affirmatively cast.

However, de Greef said an adjournment for that purpose was unnecessary because stockholders had approved the merger agreement.

Final Results to Be Disclosed in SEC Filing

BioLife said the inspector of election would provide a written report containing the final vote count, which will be included in the meeting minutes. The company also said it will disclose final voting results in a Form 8-K filing with the U.S. Securities and Exchange Commission within four business days.

“Because the merger agreement has been approved, it is unnecessary to adjourn this meeting for the purpose of soliciting additional proxies,” de Greef said before concluding the meeting.

About BioLife Solutions (NASDAQ:BLFS)

BioLife Solutions, Inc is a life sciences technology company that develops and supplies products used to preserve, store, process and transport cells and tissues. Its solutions support the development and commercialization of cell and gene therapies, as well as other biological materials that require controlled temperature and handling conditions.

The company's product portfolio includes biopreservation media such as CryoStor and HypoThermosol, cryogenic storage bags and containers, controlled-rate freezing systems, automated thawing equipment and related laboratory tools.

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