BioLife Solutions Inc 2025年度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number 001-36362 BioLife Solutions, Inc. (Exact name of registrant as specified in its charter) 3303 Monte Villa Parkway, Suite 310, Bothell, Washington, 98021(Address of registrant’s principal executive offices, Zip Code) (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☑No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes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 SecuritiesExchange Act of 1934 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 such filing requirements for the past 90 days.Yes☑No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such said files).Yes☑No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Accelerated filerNon-accelerated filerSmaller reporting companyEmerging GrowthCompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared 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 theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo☑ As of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common equity (based on closingprice on June30, 2025 of $21.54 per share) held by non-affiliates was approximately $845 million. As of April21, 2026, 48.9 million shares of the registrant’s common stock were outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year endedDecember 31, 2025 (the “2025 Annual Report”), originally filed by BioLife Solutions, Inc. with the Securities and ExchangeCommission (the “SEC”) on February26, 2026. References throughout this Amendment No. 1 to “BioLife Solutions, Inc.”, “BioLife”,“we”, “us”, “our”, or the “Company” refer to BioLife Solutions, Inc. and its subsidiaries, taken as a whole, unless the contextotherwise indicates. We are filing this Amendment No. 1 pursuant to General Instruction G(3) of Form 10-K, as we do not intend to file a definitive proxystatement for our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) within 120 days of the end of our fiscal year endedDecember 31, 2025. Accordingly, this Amendment No. 1 is being filed solely to: •amendand restate Part III,Items 10(Directors,Executive Officers and Corporate Governance),11(ExecutiveCompensation), 12 (Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters), 13(Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees andServices) of our 2025 Annual Report, in their entirety as set forth herein; and•file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment No. 1under Item 15 of Part IV hereof pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as a