BioLife : Shareholder Director Nominations - Form 8-K

bioli20230519_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2023

BIOLIFE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36362		94-3076866
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3303 Monte Villa Parkway,

Bothell, WA98021

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: [phone]

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of exchange on which registered
BioLife Solutions, Inc. Common Stock	BLFS	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.08

Shareholder Director Nominations.

The Board of Directors of BioLife Solutions, Inc., a Delaware corporation, (the "Company") determined that the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting") will be held on July 21, 2023. It is expected that the Annual Meeting will be held virtually on the internet, but the time and location of the Annual Meeting will be as set forth in the Company's definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission ("SEC").

Because the date of the Annual Meeting represents a change of more than 30 days from the anniversary of the Company's 2022 annual meeting of stockholders held on June 9, 2022, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for inclusion in the Company's proxy statement for the Annual Meeting.

Pursuant to the Company's Amended and Restated Bylaws (the "Bylaws"), stockholders seeking to bring business before the Annual Meeting or to nominate candidates for election as directors at the Annual Meeting must deliver such proposals or nominations to the principal executive offices of the Company, at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021, Attention: Secretary, not later than June 6, 2023. Any stockholder proposal or director nomination must comply with the processes and procedures outlined in the Bylaws and must also comply with the requirements of Delaware law and the rules and regulations promulgated by the SEC, as applicable. A copy of the Company's Bylaws can be found on the Company's website at www.biolifesolutions.com.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BioLife Solutions, Inc.
Date: May 19, 2023	By:	/s/ Troy Wichterman
		Name: Troy Wichterman Title: Chief Financial Officer