blfs-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________________________________________

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

Commission File Number 001-36362

____________________________________________________

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________


Delaware			94-3076866
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

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 Section 12(b) of the Act:


Title of each class	Trading symbol	Name of exchange on which registered
Common stock, par value $0.001 per share	BLFS	The Nasdaq Stock Market, LLC

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 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 þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit said files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging Growth Company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

As of April 30, 2026, 48,857,415 shares of the registrant’s common stock were outstanding.

Table of Contents

BIOLIFE SOLUTIONS, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3

Item 1.	Unaudited Condensed Consolidated Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets as of March 3 1 , 202 6 and December 31, 202 5	4

	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 3 1 , 202 6 and 202 5	5

	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 3 1 , 202 6 and 202 5	6

	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 3 1 , 202 6 and 202 5	7

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 6 and 202 5	8

	Notes to Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35

Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION		36

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

	Signatures	38

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Balance Sheets


	March 31,		December 31,
(In thousands, except per share and share data)	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	22,822	$	33,038
Available-for-sale securities, current portion	58,174		55,889
Accounts receivable, trade, net of allowance for credit losses of $27 and $22 as of March 31, 2026 and December 31, 2025, respectively	13,057		7,953
Inventories	32,834		30,155
Prepaid expenses and other current assets	6,335		9,526
Total current assets	133,222		136,561

Property and equipment, net	14,504		14,713
Operating lease right-of-use assets, net	7,113		7,466
Other assets	3,049		3,050
Available-for-sale securities, long-term	30,499		31,250

Intangible assets, net	3,932		4,257
Goodwill	208,587		208,587
Total assets	$	400,906	$	405,884

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	3,750	$	1,486
Accrued expenses and other current liabilities	7,575		11,974
Sales taxes payable	2,113		2,279
Lease liabilities, operating, current portion	2,316		2,243
Debt, current portion	2,499		4,997
Total current liabilities	18,253		22,979

Lease liabilities, operating, long-term	10,042		10,657

Deferred tax liabilities	198		189
Other long-term liabilities	183		171
Total liabilities	28,676		33,996

Commitments and contingencies (Note 11)

Shareholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock, $0.001 par value; 150,000,000 shares authorized, 48,825,291 and 48,198,928 shares issued and outstanding, respectively, as of March 31, 2026 and December 31, 2025	49		48
Additional paid-in capital	710,811		711,404
Accumulated other comprehensive (loss) income, net of tax	(120)		132
Accumulated deficit	(338,510)		(339,696)
Total shareholders’ equity	372,230		371,888
Total liabilities and shareholders’ equity	$	400,906	$	405,884

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Operations


	Three Months Ended March 31,
(In thousands, except per share and share data)		2026		2025

Revenue		$	27,500	$	22,054
Cost of revenue		10,004		7,254
Gross profit		17,496		14,800
Operating expenses:
General and administrative		12,208		11,351
Sales and marketing		2,526		2,443
Research and development		2,650		1,439

Intangible asset amortization		85		66
Total operating expenses		17,469		15,299
Operating income (loss)		27		(499)

Other income:

Interest income, net		1,041		683
Other income		180		101
Total other income, net		1,221		784

Income before income tax expense		1,248		285
Income tax expense		62		14
Net income from continuing operations		1,186		271

Discontinued operations:
Loss from discontinued operations before income tax benefit		—		(719)
Income tax benefit		—		—
Loss from discontinued operations		—		(719)

Net income (loss)		$	1,186	$	(448)

Net income (loss) per share - Basic:
Continuing operations		$	0.02	$	0.01
Discontinued operations		$	—	$	(0.02)
Net income (loss) per share		$	0.02	$	(0.01)

Net income (loss) per share - Diluted:
Continuing operations		$	0.02	$	0.01
Discontinued operations		$	—	$	(0.01)
Net income per share		$	0.02	$	—

Weighted average shares used to compute income (loss) per share:
Basic		48,458,536		47,134,720
Diluted		49,248,075		48,367,556

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)


	Three Months Ended March 31,
(In thousands)		2026		2025

Net income (loss)		$	1,186	$	(448)

Other comprehensive (loss) income:

Unrealized (loss) gain on available-for-sale securities, net of tax		(252)		9
Comprehensive income (loss)		$	934	$	(439)

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Shareholders’ Equity


	Three Months Ended March 31, 2026
(In thousands, except share data)	Series A Preferred Stock Shares	Series A Preferred Stock Amount		Common Stock Shares	Common Stock Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders’ Equity
Balance, December 31, 2025	—	$	—	48,198,928	$	48	$	711,404	$	132	$	(339,696)	$	371,888
Stock-based compensation	—	—		—	—		4,806		—		—		4,806
Stock option exercises	—	—		100,000	—		189		—		—		189
Stock issued – on vested shares	—	—		798,460	1		—		—		—		1
Tax withholding on vesting of shares	—	—		(272,097)	—		(5,588)		—		—		(5,588)


Unrealized loss on available-for-sale securities	—	—		—	—		—		(252)		—		(252)
Net income	—	—		—	—		—		—		1,186		1,186
Balance, March 31, 2026	—	$	—	48,825,291	$	49	$	710,811	$	(120)	$	(338,510)	$	372,230


	Three Months Ended March 31, 2025
(In thousands, except share data)	Series A Preferred Stock Shares	Series A Preferred Stock Amount		Common Stock Shares	Common Stock Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Shareholders’ Equity
Balance, December 31, 2024	—	$	—	46,906,765	$	47	$	683,939	$	24	$	(335,101)	$	348,909
Stock-based compensation	—	—		—	—		4,153		—		—		4,153

Stock issued – on vested shares	—	—		641,666	1		—		—		—		1


Unrealized gain on available-for-sale securities	—	—		—	—		—		9		—		9
Net loss	—	—		—	—		—		—		(448)		(448)
Balance, March 31, 2025	—	$	—	47,548,431	$	48	$	688,092	$	33	$	(335,549)	$	352,624

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Table of Contents

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Table of Contents


	Three Months Ended March 31,
(In thousands)	2026		2025
Cash flows from operating activities
Net income (loss)	$	1,186	$	(448)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	374		682
Amortization of intangible assets	325		702

Stock-based compensation	4,806		4,153

SEC Form 10-Q filed by BioLife Solutions Inc.