Item 8.01 Other Events.
Reference is made to the current report on Form 8-K filed by BioLife Solutions,
Inc. (the "Company") on March 11, 2020 in which the Company furnished a press
release announcing the financial results and operational highlights for the
fourth quarter and full year ended December 31, 2019.
Notwithstanding that the audit of the Company's year-end numbers is
substantially complete and the Company's earnings were released March 11, 2020,
the Company has determined that it will delay its filing of its Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 (the "Annual Report") as a
result of the outbreak in the United States of the novel coronavirus, COVID-19
in order to complete its internal and external review of said Annual Report. In
accordance with the order (the "Order") promulgated by the Securities and
Exchange Commission on March 4, 2020 in Release No. 34-88318 relating to the
Securities Exchange Act of 1934, as amended, the Company will file its Annual
Report within 45 calendar days of the date of this current report, though the
Company expects to file its Annual Report much earlier, on or about March 31,
2020.
The Company is unable to file the Annual Report in a timely manner because the
Seattle area, including the location of the Company's corporate headquarters, as
well as the offices of the Company's independent auditor, is currently at one of
the epicenters of the coronavirus outbreak in the United States. The Company has
been following the recommendations of local health authorities to minimize
exposure risk for its team members for the past several weeks, including the
temporary closures of its offices and having team members work remotely, and, as
a result, the Annual Report will not be completed by the filing deadline, due to
insufficient time to facilitate the internal and external review process. Below
is a risk factor regarding the coronavirus that the Company's stockholders and
potential investors in the Company should consider with respect to the year
ended December 31, 2020.
The Company's financial condition and results of operations for the next fiscal
year 2020 may be adversely affected by the recent COVID-19 outbreak.
The Seattle area, including the location of the Company's corporate headquarters
and its media production facility and warehouse, is currently at an epicenter of
the coronavirus outbreak in the U.S. The Company is currently following the
recommendations of local health authorities to minimize exposure risk for its
team members and visitors. However, the scale and scope of this pandemic is
unknown and the duration of the business disruption and related financial impact
cannot be reasonably estimated at this time. While the Company is currently
implementing specific business continuity plans to reduce the potential impact
of COVID-19 and believe that it has sufficient inventory to meet previously
forecasted demand for the next six to nine months, there is no guarantee that
the Company's continuity plan, once in place, will be successful or that the
Company's inventory will meet forecasted demand.
The Company has already experienced certain disruptions to its business and
disruptions may occur for the Company's customers or suppliers that may
materially affect the Company's ability to obtain supplies or other components
for its products, produce its products or deliver inventory in a timely manner.
This would result in lost sales, additional costs, or penalties, or damage to
the Company's reputation. Similarly, COVID-19 could impact the Company's
customers and/or suppliers as a result of a health epidemic or other outbreak
occurring in other locations which could reduce their demand for Company
products or their ability to deliver needed supplies for the production of
Company products. The extent to which COVID-19 or any other health epidemic may
impact the Company's results will depend on future developments, which are
highly uncertain and cannot be predicted, including new information which may
emerge concerning the severity of COVID-19 and the actions to contain COVID-19
or treat its impact, among others. Accordingly, COVID-19 could have a material
adverse effect on the Company's business, results of operations, financial
condition and prospects.
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