BioLife Solutions Inc 2024年度报告

(Exact name of registrant as specified in its charter) (425)402-1400(Telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☑Noo Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yeso No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☑Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit suchsaid files).Yes☑Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Table ofContents Accelerated filero Non-accelerated filer o Smaller reporting company o Emerging Growth Company o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes oNo☑ As of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common equity (based on closing price on June28,2024 of $21.43 per share) held by non-affiliates was approximately $784million. As of February24, 2025,47.0million shares of the registrant’s common stock were outstanding. ITEM 1.BUSINESSITEM 1A.RISK FACTORSITEM 1B.UNRESOLVED STAFF COMMENTSITEM 1C.CYBERSECURITYITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGSITEM 4.MINE SAFETY DISCLOSURES PART II ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEITEM 11.EXECUTIVE COMPENSATIONITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERSITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES PART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULESITEM 16.FORM 10-K SUMMARYSIGNATURES References throughout this Form 10-K to“BioLife Solutions, Inc.”,“BioLife”,“we”,“us”,“our”, or the“Company”refer to BioLife Solutions, Inc. andits subsidiaries, taken as a whole, unless the context otherwise indicates. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Form 10-K” or “Annual Report”) contains forward-looking statements within the meaning of the safe harborprovisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). All statements in this Annual Report, other than statements of historical facts, including, without limitation, statements regarding ourstrategy, future operations, future operating expenses, future financial position, future revenue, projected costs, prospects, plans, intentions,expectations, goals and objectives may be forward‑looking statements. The forward-looking statements in this Annual Report do not constituteguarantees of future performance, and actual results could differ materially from those expressed or implied in any forward-looking statements.Forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “contemplate,” “estimate,” “project,” “forecast,”“would,” “may,” “should,” “will,” “could,” “can,” “potential,” “possible,” “proposed,” “plan,” “develop,” “opportunity,” “intend,” “initiative,”“target,” “maintain,” “continue,” “strive,” “progress,” “aim,” or similar expressions. The forward-looking statements in this Annual Report include, but are not limited to, statements about: •the development, production and commercialization of our products and our ability to maintain reliable, high-quality products;•our ability to compete effectively aga