Repligen Corporation

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On July 21, 2026, Repligen Corporation, a Delaware corporation (“Repligen”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Repligen, Bravo Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Repligen (“Merger Sub 1”), Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen (“Merger Sub 2”), and BioLife Solutions, Inc., a Delaware corporation (“BioLife”), pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of BioLife’s common stock, par value $0.001 per share (“BioLife Common Stock”), for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will be merged with and into BioLife (the “First Merger”), with BioLife surviving the First Merger as a direct, wholly owned subsidiary of Repligen (the “Surviving Company”), and immediately following the First Merger, the Surviving Company will be merged with and into Merger Sub 2 (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Repligen. The boards of directors of each of Repligen and BioLife have approved the Merger Agreement and the transactions contemplated thereby. Merger Consideration At the effective time of the First Merger (the “First Merger Effective Time”), each share of BioLife Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than the shares that are held by BioLife in treasury or owned by Repligen, Merger Sub 1 or Merger Sub 2 and shares with respect to which appraisal rights have been properly exercised and perfected, and have not been withdrawn, in accordance with Delaware law) shall be converted automatically into the right to receive (A) 0.1442 validly issued, fully paid and nonassessable shares of Repligen common stock (the “Exchange Ratio”) (such shares of Repligen common stock, the “Stock Consideration”) and (B) $11.25 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). No fractional shares of Repligen common stock will be issued in the Mergers, and stockholders of BioLife will receive cash in lieu of any fractional shares as part of the Merger Consideration, as specified in the Merger Agreement. Immediately prior to the First Merger Effective Time: options to acquire shares of BioLife Common Stock (“BioLife Options”) outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, shall become fully vested and be cancelled in exchange for a payment to the holder thereof in shares of BioLife Common Stock equal to (i) the number of shares of BioLife Common Stock subject to such BioLife Options minus (ii) a number of any shares of BioLife Common Stock equal in value to the aggregate exercise price thereof (... awards of restricted stock units of BioLife that are subject solely to time-based vesting (“BioLife RSUs”) outstanding immediately prior to the First Merger Effective Time shall accelerate vesting in full and be settled and paid to the holder thereof in shares of BioLife Common Stock (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof); awards of restricted stock units of BioLife that are subject to performance-based vesting (“BioLife PSUs”) outstanding immediately prior to the First Merger Effective Time shall accelerate vesting in full and be settled and paid to the holder thereof in shares of BioLife Common Stock (assuming the greater of target or actual (measured as of the latest practicable date prior to the First Merger Effective Time)) achievement of the applicable performance goals and net of any shares of BioLif... awards of outstanding unvested restricted stock (“BioLife RSAs”) shall accelerate vesting in full and be released to the holder thereof in shares of BioLife Common Stock (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof). All shares of BioLife Common Stock issuable pursuant to the BioLife Options, BioLife RSUs, BioLife PSUs and BioLife RSAs as provided above shall be converted automatically into the right to receive the Merger Consideration as of the First Merger Effective Time. Conditions to the Mergers The consummation of the Mergers is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of BioLife Common Stock entitled to vote thereon (the “BioLife Stockholder Approval”) at a duly held meeting of the stockholders of BioLife (the “BioLife Stockholders’ Meeting”); (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Mergers (the “Restraint Condition”); (iii) the shares of Repligen common stock to be issued in the First Merger being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of consents required under antitrust laws of specified jurisdictions (the “Antitrust Condition”); (v) the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 to be filed by Repligen, which will contain the proxy statement/prospectus of the parties in connection with the Mergers; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Repligen and BioLife contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of Repligen and BioLife. The parties expect that the Mergers will be completed in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, including those described above. Certain Other Terms of the Merger Agreement Repligen, BioLife, Merger Sub 1 and Merger Sub 2 each made certain customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants by (i) BioLife to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by Repligen in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, and (ii) Repligen to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by BioLife in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, in each case, during the period between the execution of the Merger Agreement and consummation of the Mergers, subject to earlier termination of the Merger Agreement. The parties to the Merger Agreement also agreed to use reasonable best efforts to cause the conditions of the Mergers to be satisfied and to consummate the Mergers. The Merger Agreement also provides that BioLife is prohibited from initiating, soliciting, proposing, knowingly encouraging, or knowingly facilitating any competing transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing transaction proposals, subject to certain exceptions; however, BioLife’s board of directors may change its recommendation of the Merger Agreement to its stockholders for adoption and approval in response to an unsolicited superior proposal or an intervening event if the BioLife board of directors determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (a “Board Recommendation Change”). The Merger Agreement also provides for certain termination rights for both Repligen and BioLife, including, among others, (i) the right of either party to terminate the Merger Agreement if the Mergers have not been consummated prior to 5:00 p.m. New York time on January 31, 2027 (the “Outside Date”) (which date is subject to automatically extend by 180 days if the Antitrust Condition or the Restraint Condition (solely with respect to the HSR Act or other antitrust laws) is the only condition outstanding, or by 90 days if the SEC has not declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement on or before November 30, 2026), (ii) the right for Repligen to terminate if, prior to receipt of the BioLife Stockholder Approval, BioLife’s board of directors makes a Board Recommendation Change, (iii) by either party in the event that the BioLife Stockholder Approval is not obtained at the BioLife Stockholders’ Meeting, and (iv) by BioLife if, prior to receipt of the BioLife Stockholder Approval, BioLife’s board of directors approves entry into a definitive agreement for an unsolicited superior proposal. Upon termination of the Merger Agreement under certain specified circumstances, including the termination of the Merger Agreement by (x) Repligen if BioLife’s board of directors makes a Board Recommendation Change, (y) BioLife in order for BioLife to enter into definitive agreement for an unsolicited superior proposal or (z) (I) either party for failure to obtain the BioLife Stockholder Approval and a competing transaction proposal was publicly announced and not withdrawn five business days prior to the BioLife Stockholders’ Meeting, or (II) BioLife terminates on account of the Outside Date if Repligen would have been permitted to terminate for BioLife’s breach or Repligen terminates due to a breach by BioLife and, prior to either termination set forth in this clause (II), a competing transaction proposal has been communicated to BioLife’s board of directors and not withdrawn five business days prior to such termination and, following a termination set forth in clause (I) or (II), within 12 months of the termination date, BioLife enters into a definitive agreement for, or consummates, a competing transaction proposal, BioLife may be required to pay Repligen a termination fee of $59,000,000. The foregoing description of the material terms of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Repligen or BioLife or to modify or supplement any factual disclosures about Repligen or BioLife in their respective SEC filings. The Merger Agreement includes representations, warranties and covenants of Repligen and BioLife made solely for the purposes of the Merger Agreement and which may be subject to important qualifications and limitations agreed to by Repligen and BioLife in connection with the negotiated terms of the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to certain disclosures between the parties and a contractual standard of materiality different from those generally applicable to Repligen or BioLife’s SEC filings. In addition, the representations and warranties were made for purposes of allocating risk among the parties to the Merger Agreement and should not be relied upon as establishing factual matters.

Item 2.02 Results of Operations and Financial Condition. On July 22, 2026, Repligen announced certain preliminary financial results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and the presentation accompanying such release and the conference call and webcast described below is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02 of this Form 8-K and the Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure. On July 22, 2026, BioLife and Repligen issued a joint press release announcing (a) their entry into the Merger Agreement described in Item 1.01 of this Current Report on Form 8-K, (b) details for Repligen’s conference call and webcast and (c) certain financial updates as noted in Item 2.02 of this Current Report on Form 8-K. Also as noted above, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and the presentation accompanying such release and the conference call and webcast is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01 Other Events Repligen’s management also delivered an Employee Frequently Asked Questions memorandum on July 22, 2026. A copy of Repligen’s Employee Frequently Asked Questions memorandum is attached hereto as Exhibit 99.3 and is incorporated herein by reference. In addition, the Chief Executive Officer of Repligen, Olivier Loeillot, sent an email to the Company’s employees to notify them of the execution of the Merger Agreement. A copy of Mr. Loellot’s email is attached hereto as Exhibit 99.4 and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such a filing.