Repligen completes acquisition of BioLife Solutions

Repligen Corporation completed its acquisition of BioLife Solutions, Inc. on October 6, 2026, under a merger agreement dated July 21, 2026, according to an 8-K filed by BioLife. The deal was structured as two steps: a merger subsidiary first merged into BioLife, leaving BioLife as a wholly owned subsidiary of Repligen, and immediately after that BioLife merged into a second merger subsidiary, which survived as a direct, wholly owned subsidiary of Repligen.¹

Each outstanding share of BioLife common stock converted into the right to receive 0.1442 shares of Repligen common stock plus $11.25 in cash, without interest.¹ No fractional Repligen shares were issued; holders instead received cash in lieu of fractional shares.¹

The filing states that as a result of the mergers, a change in control of BioLife occurred, and BioLife became a wholly owned subsidiary of Repligen.¹

On delisting, BioLife said it notified Nasdaq on October 5, 2026 that it expected the mergers to close before trading opened on October 6, and asked Nasdaq to halt trading after the after-market session on October 5, suspend trading as of the close of business on October 6, and file a Form 25 to remove BioLife common stock from listing and deregister it under Section 12(b) of the Exchange Act.¹ As a result, BioLife common stock will not continue to be listed on Nasdaq, and BioLife notified Nasdaq on October 6, 2026 that the mergers had closed.¹ The filing does not state that the Form 25 had actually been filed as of the report date.

BioLife also said it intends to file a Form 15 to deregister its common stock and suspend its reporting obligations as promptly as practicable, since it no longer exists as a public company.¹

At a special meeting held October 5, 2026, BioLife stockholders adopted the merger agreement under which Repligen acquired BioLife.¹ Named executive officers Roderick de Greef, Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner resigned their positions with BioLife.¹