Item 1.01 Entry into a Material Definitive Agreement.

On July 7, 2020, Biolife Solutions, Inc. ("we," "us," "our," or the "Company") closed its recently announced public offering (the "offering") of common stock for gross proceeds of approximately $86.3 million. The shares in the offering were offered and sold by the Company pursuant to a prospectus supplement dated as of July 2, 2020, which was filed with the Securities and Exchange Commission (the "SEC") on July 6, 2020, in connection with a takedown from the Company's effective shelf registration statement on Form S-3, which was filed with the SEC on September 24, 2019, and subsequently declared effective on October 4, 2019 (File Nos. 333-233912 and 333-239637) (the "Registration Statement").

The offering was conducted pursuant to an underwriting agreement (the "Agreement") between the Company, Cowen and Company, LLC, Oppenheimer & Co. Inc. and Stephens Inc., as representatives of the several underwriters named in Schedule A thereto (collectively, the "Underwriters"), that was entered into on July 2, 2020. We sold 5,951,250 shares of common stock in the offering, including 776,250 shares pursuant to the exercise by the Underwriters, in full, of the option to purchase additional shares granted to the Underwriters, at a purchase price of $14.50 per share. The material terms of the offering are described in the Registration Statement and the Prospectus Supplement. The Agreement contains customary representations, warranties and agreements of us and the Underwriters. We also agreed in the Agreement to indemnify the Underwriters against certain liabilities.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on form 8-K and is incorporated by reference herein.

The legal opinion and consent of Ellenoff Grossman & Schole LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits







(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No. Description



5.1           Opinion of Ellenoff Grossman & Schole LLP

10.1          Underwriting Agreement, dated July 2, 2020, between Biolife Solutions,
            Inc. and Cowen and Company, LLC, Oppenheimer & Co. Inc. and Stephens
            Inc.

23.1          Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)

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