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
May
1, 2006
Date
of
report (Date of earliest event reported)
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BIOLIFE
SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-18710
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94-3076866
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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171
Front Street, Owego, NY 13827
(Address
of principal executive offices, including zip code)
(607)
687-4487
(Registrant’s
telephone number, including area code)
____________________________________
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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
3.02. UNREGISTERED
SALES OF EQUITY SECURITIES
In
March
2006, the Board of Directors approved a plan to raise additional capital from
the holders of its outstanding warrants and stock options in order to a) prevent
further dilution by the issuance of additional securities to outsiders, and
(b)
to restructure the capitalization of the Company. Under the terms of the plan,
the Company offered to:
1.
the
holders of the Company's (a) 12,000 shares of Series F Preferred Stock,
convertible into 4,800,000 shares of the Company's Common Stock, and (b) the
6,000 Series F Warrants to purchase 2,400,000 shares of the Company's Common
Stock at $.375 per share purchased in conjunction with the Series F Preferred
Stock, the right to exercise the Series F Warrants and purchase the shares
of
Common Stock issuable upon exercise thereof at $.04 per share (same number
of
shares at a lower price), provided that (a) simultaneously with the exercise
of
such right, the holder converts his shares of Series F Preferred Stock into
shares of the Company's Common Stock, and (b) the conversion of the Series
F
Preferred Stock and exercise of the Series F Warrants take place on or before
April 30, 2006;
2.
the
holders of the Company's 55.125 shares of Series G Preferred Stock, which Series
G Preferred Stock is convertible into 17,226,563 shares of the Company's Common
Stock, and (b) the 55.125 Series G Warrants to purchase 17,226,563 of the
Company's Common Stock at $.08 per share purchased in conjunction with the
Series G. Preferred Stock, the right to exercise the Series G Warrants and
purchase the shares of Common Stock issuable upon exercise thereof at $.04
per
share (same number of shares at a lower price), provided that (a) simultaneously
with the exercise of such right, they convert their shares of Series G Preferred
Stock into shares of the Company's Common Stock, and (b) the conversion of
the
Series G Preferred Stock and exercise of the Series G Warrants take place on
or
before April 30, 2006;
3.
the
holders of all exercisable Stock Options to purchase shares of the Company's
Common Stock (an aggregate of 3,511,000 shares of the Company's Common Stock)
at
prices ranging from $.08-$2.50 per share, the right to exercise such Stock
Options and purchase the shares of Common Stock issuable upon exercise thereof
at $.04 per share (the same number of shares at a lower exercise price),
provided that the exercise of such stock options takes place on or before April
30, 2006; and
4.
the
holders of all Warrants to purchase shares of the Company's Common Stock (an
aggregate of 7,640,295 shares of the Company's Common Stock) at prices ranging
from $.08-$41.25 per share, the right to exercise such warrants and purchase
the
shares of Common Stock issuable upon exercise thereof at $.04 per share (the
same number of shares at a lower price), provided the exercise of the warrants
takes place on or before April 30, 2006.
The
offering was further conditioned upon all shares of the Company's Series F
Preferred Stock and Series G Preferred Stock being converted into Common Stock
of the Company.
The
offering was completed on May 1, 2006 for an aggregate amount of $1,022,791.
All
proceeds were paid in cash, except that three employees were allowed to utilize
accrued salary and vacation pay in an aggregate amount of $113,187 of an
aggregate exercise price of $158,452, toward the exercise of options/warrants.
The balance of $45,265 is being paid in cash in an aggregate amount of $15,000
and the balance through monthly payroll deductions. As a result of the offering,
12,000 shares of the Company's Series F Preferred Stock were converted to
4,800,000 shares of Common Stock and 55.125 shares of the Company's Series
G
Preferred Shares were converted to 17,226,563 shares of Common Stock.
Signatures:
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BIOLIFE
SOLUTIONS,
INC. |
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| Date:
May 1, 2006 |
By: |
/s/ John
G.
Baust |
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John
G. Baust
President
and Chief Executive Officer
(Principal
Executive Officer)
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