BioLife : Unaudited Pro Forma Condensed Consolidated Financial Information Form 8 K

About this update from Biolife Solutions, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information Effective as of November 14, 2024, BioLife Solutions, Inc., a Delaware corporation (the "Company" or "BioLife"), entered into a Stock Purchase Agreement (the "Purchase Agreement"), by and among the Company, Standex International Corporation, a Delaware corporation ("Buyer"), and Arctic Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (doing business as Custom Biogenic Systems, or "CBS"), for the sale by the Company of all of the issued and outstanding shares of common stock (the "Shares") of CBS to Buyer for an aggregate purchase price of approximately $6.1 million (subject to adjustment as set forth in the Purchase Agreement) (the "Transaction"). Following the execution of the Purchase Agreement, the Transaction was consummated on November 14, 2024 (the "Closing Date"). The unaudited pro forma condensed consolidated financial information has been derived from the Company's historical consolidated financial statements and gives effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, reflects the Company's financial position as if the Transaction had occurred on such date. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024 and each of the years ended December 31, 2023, 2022, and 2021 reflect the Company's operating results as if the Transaction had occurred as of January 1, 2021. In addition, the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024, reflect certain adjustments described herein that are incremental to those related to the Transaction discussed above as if they had occurred on January 1, 2024. In our future public filings, beginning in the year ended December 31, 2024, the historical financial results of CBS will be reflected in the Company's consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles ("GAAP") for all periods. The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024, and the unaudited condensed consolidated financial statements and accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Company's Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 12, 2024, which include the re-casted consolidated financial statements due to a previous disposal transaction on April 17, 2024 that also qualified as a discontinued operation. The unaudited pro forma condensed consolidated financial information has been prepared based upon currently available information and management estimates and is subject to the assumptions and adjustments described below and in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma financial information is not intended to be a complete presentation of the Company's financial position or results of operations had the Transaction occurred as of and for the periods presented. In addition, the unaudited pro forma condensed consolidated financial information is provided for illustrative and informational purposes only and is not necessarily indicative of the Company's 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com future results of operations or financial condition. The Company's actual financial position and results of operations may materially differ from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The "Historical BioLife" column in the unaudited pro forma condensed consolidated financial information reflects our historical condensed consolidated financial statements for each of the periods presented and does not reflect any adjustments related to the Transaction or the transaction completed by the Company on November 12, 2024 for the divestiture of SciSafe, Inc. (the "SciSafe Divestiture"). The "CBS Transaction Adjustments" column in the unaudited pro forma condensed consolidated financial information gives effect to the Transaction and has been prepared consistent with the guidance for discontinued operations, ASC 205-20 Presentation of Financial Statements - Discontinued Operations ("ASC 205-20"), under GAAP. Therefore, the Company did not allocate any general corporate overhead expenses to the discontinued operations. As such, the unaudited pro forma condensed consolidated financial information does not reflect what our results of operations would have been on a stand-alone basis and is not necessarily indicative of future results of operations. In addition, our current estimates for discontinued operations are preliminary and actual results could differ from these estimates as the Company finalizes the discontinued operations accounting to be reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The "Pro Forma BioLife - CBS Transaction" column in the unaudited pro forma condensed consolidated financial information reflects our historical condensed consolidated financial statements for each of the periods presented after giving effect of the CBS Transaction Adjustments and related transactions. Therefore, this "Pro Forma BioLife - CBS Transaction" column presents the isolated impact of the Transaction on the reported financial statements as of September 30, 2024. This is not reflective of the SciSafe Divestiture. The "SciSafe Divestiture Adjustments" column represents our election to present unaudited pro forma condensed consolidated financial information in relation to both the Transaction and the SciSafe Divestiture for the nine months ended September 30, 2024 and each of the years ended December 31, 2023, 2022, and 2021. We elected to present this information to readers in order to give effect to our condensed consolidated financial statements for both transactions for the nine months ended September 30, 2024 and each of the years ended December 31, 2023, 2022, and 2021. To view the isolated impact of the SciSafe Divestiture, refer to our 8-K filed on November 12, 2024 containing our pro forma condensed consolidated financial statements and other transaction details. Page 2 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com BIOLIFE SOLUTIONS, INC. Pro Forma Consolidated Balance Sheet (Unaudited, amounts in thousands, except share and per share amounts) September 30, 2024 (In thousands, except per share and share data) Historical BioLife CBS Transaction Adjustments Note 2 Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Assets Current assets: Cash and cash equivalents $ 23,977 $ 4,522 (a) $ 28,499 $ 70,295 $ 98,794 Restricted cash 184 - 184 - 184 Available-for-sale securities, current portion 10,211 - 10,211 - 10,211 Accounts receivable, trade, net 17,918 (2,836) (b) 15,082 (6,405) 8,677 Inventories 32,179 (4,806) (b) 27,373 - 27,373 Prepaid expenses and other current assets 4,914 (682) (b) 4,232 (614) 3,618 Total current assets 89,383 (3,802) 85,581 63,276 148,857 Assets held for rent, net 10,822 - 10,822 (4,028) 6,794 Property and equipment, net 17,709 (305) (b) 17,404 (11,336) 6,068 Operating lease right-of-use assets, net 14,402 - 14,402 (3,852) 10,550 Financing lease right-of-use assets, net 30 - 30 (30) - Long-term deposits and other assets 271 - 271 (200) 71 Available-for-sale securities, long term 4,884 - 4,884 - 4,884 Equity Investments 995 - 995 - 995 Intangible assets, net 18,415 - 18,415 (8,473) 9,942 Goodwill 224,741 (1,065) (d) 223,676 (11,108) 212,568 Total assets $ 381,652 $ (5,172) $ 376,480 $ 24,249 $ 400,729 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 3,838 $ (1,097) (b) $ 2,741 $ (579) $ 2,162 Accrued expenses and other current liabilities 8,449 1,272 (b)(e) 9,721 2,847 12,568 Sales taxes payable 4,351 (336) (b) 4,015 (56) 3,959 Warranty liability 186 (133) (b) 53 - 53 Lease liabilities, operating, current portion 2,788 - 2,788 (1,362) 1,426 Lease liabilities, financing, current portion 323 (299) (b) 24 (24) - Debt, current portion 12,231 (94) (b) 12,137 (466) 11,671 Contingent consideration - - - 3,250 3,250 Total current liabilities 32,166 (687) 31,479 3,610 35,089 Lease liabilities, operating, long-term 15,189 - 15,189 (2,677) 12,512 Lease liabilities, financing, long-term 913 (904) (b) 9 (9) - Debt, long-term 7,823 (4) (b) 7,819 (327) 7,492 Deferred tax liabilities 100 (9) (b) 91 - 91 Total liabilities 56,191 (1,604) 54,587 597 55,184 Page 3 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com 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 September 30, 2024 and December 31, 2023 - - - - - Common stock, $0.001 par value; 150,000,000 shares authorized, 46,227,940 and 45,167,225 shares issued and outstanding, respectively, as of September 30, 2024 and December 31, 2023 46 - 46 - 46 Additional paid-in capital 673,183 - 673,183 - 673,183 Accumulated other comprehensive loss, net of taxes (208) - (208) 263 55 Accumulated deficit (347,560) (3,568) (c)(e)(f) (351,128) 23,389 (327,739) Total shareholders' equity 325,461 (3,568) 321,893 23,652 345,545 Total liabilities and shareholders' equity $ 381,652 $ (5,172) $ 376,480 $ 24,249 $ 400,729 See the accompanying notes to the unaudited pro forma condensed consolidated financial statements. Page 4 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com BIOLIFE SOLUTIONS, INC. Pro Forma Consolidated Statement of Operations (Unaudited, amounts in thousands, except share and per share amounts) Nine Months Ended September 30, 2024 (In thousands, except per share and share data) Historical BioLife CBS Transaction Adjustments Note 2 Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Product revenue $ 64,624 $ (9,841) (c) $ 54,783 $ - $ 54,783 Service revenue 14,173 (346) (c) 13,827 (13,708) 119 Rental revenue 6,881 - 6,881 (2,243) 4,638 Total product, service, and rental revenue 85,678 (10,187) 75,491 (15,951) 59,540 Costs and operating expenses: Cost of product, service, and rental revenue (exclusive of intangible assets amortization) 40,278 (7,960) (c) 32,318 (12,218) 20,100 General and administrative 33,953 (1,945) (c) 32,008 (2,802) 29,206 Sales and marketing 10,401 (644) (c) 9,757 (716) 9,041 Research and development 6,827 (830) (c) 5,997 - 5,997 Intangible asset amortization 2,734 - 2,734 (680) 2,054 Change in fair value of contingent consideration - - - 3,250 3,250 Employee stock based compensation expenses - 2,034 (e) 2,034 4,430 6,464 Loss (gain) on sale of subsidiary - 1,905 (d)(f) 1,905 (29,591) (27,686) Total operating expense 94,193 (7,440) 86,753 (38,327) 48,426 Operating (loss) income (8,515) (2,747) (11,262) 22,376 11,114 Other expense: Change in fair value of equity investments (4,074) - (4,074) - (4,074) Interest expense, net (796) 89 (c) (707) 13 (694) Other income 417 (3) (c) 414 82 496 Total other expense, net (4,453) 86 (4,367) 95 (4,272) (Loss) income before income tax expense (12,968) (2,661) (15,629) 22,471 6,842 Income tax expense (93) 9 (c) (84) 146 62 Net (loss) income from continuing operations $ (13,061) $ (2,652) $ (15,713) $ 22,617 $ 6,904 Discontinued operations: Loss from discontinued operations before income tax expense (19,572) - (19,572) - (19,572) Income tax expense (10) - (10) - (10) Loss from discontinued operations $ (19,582) $ - $ (19,582) $ - $ (19,582) Net loss $ (32,643) $ (2,652) $ (35,295) $ 22,617 $ (12,678) (Loss) income from continuing operations attributable to common shareholders: Basic and Diluted $ (13,061) $ (2,652) $ (15,713) $ 22,617 $ 6,904 Page 5 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Loss from discontinued operations attributable to common shareholders: Basic and Diluted $ (19,582) $ - $ (19,582) $ - $ (19,582) (Loss) income per share from continuing operations attributable to common shareholders: Basic and Diluted $ (0.28) $ (0.06) $ (0.34) $ 0.49 $ 0.15 Loss per share from discontinued operations attributable to common shareholders: Basic and Diluted $ (0.43) $ - $ (0.43) $ - $ (0.43) Net loss attributable to common shareholders: Basic and Diluted $ (32,643) $ (2,652) $ (35,295) $ 22,617 $ (12,678) Net loss per share attributable to common shareholders: Basic and Diluted $ (0.71) $ (0.06) $ (0.77) $ 0.49 $ (0.28) Weighted average common shares outstanding: Basic and Diluted 45,871,715 - 45,871,715 - 45,871,715 See the accompanying notes to the unaudited pro forma condensed consolidated financial statements. Page 6 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com BIOLIFE SOLUTIONS, INC. Pro Forma Consolidated Statement of Operations (Unaudited, amounts in thousands, except share and per share amounts) Year Ended December 31, 2023 (In thousands, except per share and share data) Historical BioLife CBS Transaction Adjustments Note 2 Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Product revenue $ 82,346 $ (13,379) (c) $ 68,967 $ - $ 68,967 Service revenue 17,074 (197) (c) 16,877 (16,528) 349 Rental revenue 8,025 - 8,025 (1,486) 6,539 Total product, service, and rental revenue 107,445 (13,576) 93,869 (18,014) 75,855 Costs and operating expenses: Cost of product, service, and rental revenue (exclusive of intangible assets amortization) 59,837 (12,632) (c) 47,205 (17,283) 29,922 General and administrative 50,464 (3,478) (c) 46,986 (3,487) 43,499 Sales and marketing 15,348 (997) (c) 14,351 (1,317) 13,034 Research and development 14,702 (2,629) (c) 12,073 - 12,073 Asset impairment charges 8,310 (8,310) (c) - - - Intangible asset amortization 5,050 (623) (c) 4,427 (907) 3,520 Change in fair value of contingent consideration (2,193) - (2,193) - (2,193) Loss (gain) on sale of subsidiary - 1,634 (d)(f) 1,634 (18,640) (17,006) Total operating expenses 151,518 (27,035) 124,483 (41,634) 82,849 Operating loss (44,073) 13,459 (30,614) 23,620 (6,994) Other income: Gain on settlement of Global Cooling escrow 5,115 - 5,115 - 5,115 Interest expense, net (1,681) 219 (c) (1,462) 13 (1,449) Other income 1,221 (5) (c) 1,216 87 1,303 Total other income, net 4,655 214 4,869 100 4,969 Loss before income tax (expense) benefit (39,418) 13,673 (25,745) 23,720 (2,025) Income tax (expense) benefit (156) 9 (c) (147) 172 25 Loss from continuing operations $ (39,574) $ 13,682 $ (25,892) $ 23,892 $ (2,000) Discontinued operations: Loss from discontinued operations before income tax expense (28,415) - (28,415) - (28,415) Income tax expense (13) - (13) - (13) Loss from discontinued operations $ (28,428) $ - $ (28,428) $ - $ (28,428) Net loss $ (68,002) $ 13,682 $ (54,320) $ 23,892 $ (30,428) Loss from continuing operations attributable to common shareholders: Basic and Diluted $ (39,574) $ 13,682 $ (25,892) $ 23,892 $ (2,000) Loss from discontinued operations attributable to common shareholders: Basic and Diluted $ (28,428) $ - $ (28,428) $ - $ (28,428) Page 7 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Loss per share from continuing operations attributable to common shareholders: Basic and Diluted $ (0.91) $ 0.31 $ (0.60) $ 0.55 $ (0.05) Loss per share from discontinued operations attributable to common shareholders: Basic and Diluted $ (0.65) $ - $ (0.65) $ - $ (0.65) Net loss attributable to common shareholders: Basic and Diluted $ (68,002) $ 13,682 $ (54,320) $ 23,892 $ (30,428) Net loss per share attributable to common shareholders: Basic and Diluted $ (1.56) $ 0.31 $ (1.25) $ 0.55 $ (0.70) Weighted average common shares outstanding: Basic and Diluted 43,719,185 - 43,719,185 - 43,719,185 See the accompanying notes to the unaudited pro forma condensed consolidated financial statements. Page 8 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com BIOLIFE SOLUTIONS, INC. Pro Forma Consolidated Statement of Operations (Unaudited, amounts in thousands, except share and per share amounts) Year Ended December 31, 2022 (In thousands, except per share and share data) Historical BioLife CBS Transaction Adjustments Note 2 Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Product revenue $ 88,085 $ (16,142) (c) $ 71,943 $ - $ 71,943 Service revenue 15,308 - 15,308 (15,234) 74 Rental revenue 10,451 - 10,451 (6,228) 4,223 Total product, service, and rental revenue 113,844 (16,142) 97,702 (21,462) 76,240 Costs and operating expenses: Cost of product, service, and rental revenue (exclusive of intangible assets amortization) 56,316 (11,928) (c) 44,388 (15,060) 29,328 General and administrative 41,012 (2,673) (c) 38,339 (4,895) 33,444 Sales and marketing 13,294 (906) (c) 12,388 (699) 11,689 Research and development 10,539 (1,856) (c) 8,683 (12) 8,671 Intangible asset amortization 5,726 (830) (c) 4,896 (907) 3,989 Change in fair value of contingent consideration (4,754) - (4,754) - (4,754) Loss (gain) on sale of subsidiary - 9,493 (d)(f) 9,493 (20,872) (11,379) Total operating expenses 122,133 (8,700) 113,433 (42,445) 70,988 Operating (loss) income (8,289) (7,442) (15,731) 20,983 5,252 Other income: Change in fair value of investments 697 - 697 - 697 Interest expense, net (430) 28 (c) (402) 118 (284) Other income 700 (3) (c) 697 (34) 663 Total other income, net 967 25 992 84 1,076 (Loss) income before income tax benefit (7,322) (7,417) (14,739) 21,067 6,328 Income tax benefit 5,033 9 (c) 5,042 194 5,236 (Loss) income from continuing operations $ (2,289) $ (7,408) $ (9,697) $ 21,261 $ 11,564 Discontinued operations: Loss from discontinued operations before income tax expense (137,506) - (137,506) - (137,506) Income tax expense (10) - (10) - (10) Loss from discontinued operations $ (137,516) $ - $ (137,516) $ - $ (137,516) Net loss $ (139,805) $ (7,408) $ (147,213) $ 21,261 $ (125,952) (Loss) income from continuing operations attributable to common shareholders: Basic and Diluted $ (2,289) $ (7,408) $ (9,697) $ 21,261 $ 11,564 Loss from discontinued operations attributable to common shareholders: Basic and Diluted $ (137,516) $ - $ (137,516) $ - $ (137,516) Page 9 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com (Loss) income per share from continuing operations attributable to common shareholders: Basic and Diluted $ (0.05) $ (0.17) $ (0.22) $ 0.50 $ 0.28 Loss per share from discontinued operations attributable to common shareholders: Basic and Diluted $ (3.24) $ - $ (3.24) $ - $ (3.24) Net loss attributable to common shareholders: Basic and Diluted $ (139,805) $ (7,408) $ (147,213) $ 21,261 $ (125,952) Net loss per share attributable to common shareholders: Basic and Diluted $ (3.29) $ (0.17) $ (3.46) $ 0.50 $ (2.96) Weighted average common shares outstanding: Basic and Diluted 42,481,027 - 42,481,027 - 42,481,027 See the accompanying notes to the unaudited pro forma condensed consolidated financial statements. Page 10 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com BIOLIFE SOLUTIONS, INC. Pro Forma Consolidated Statement of Operations (Unaudited, amounts in thousands, except share and per share amounts) Year Ended December 31, 2021 (In thousands, except per share and share data) Historical BioLife CBS Transaction Adjustments Note 2 Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Product revenue $ 62,729 $ (15,198) (c) $ 47,531 $ - $ 47,531 Service revenue 9,817 - 9,817 (9,817) - Rental revenue 7,426 - 7,426 (4,913) 2,513 Total product, service, and rental revenue 79,972 (15,198) 64,774 (14,730) 50,044 Costs and operating expenses: Cost of product, rental, and service revenue (exclusive of intangible assets amortization) 39,002 (9,821) (c) 29,181 (9,665) 19,516 General and administrative 30,283 (2,169) (c) 28,114 (4,822) 23,292 Sales and marketing 9,596 (778) (c) 8,818 (349) 8,469 Research and development 8,925 (1,791) (c) 7,134 - 7,134 Intangible asset amortization 4,406 (830) (c) 3,576 (907) 2,669 Change in fair value of contingent consideration 2,875 - 2,875 - 2,875 Loss (gain) on sale of subsidiary - 8,738 (d)(f) 8,738 (18,207) (9,469) Total operating expenses 95,087 (6,651) 88,436 (33,950) 54,486 Operating (loss) income (15,115) (8,547) (23,662) 19,220 (4,442) Other income: Change in fair value of warrant liability (121) - (121) - (121) Interest expense, net (187) 30 (c) (157) 117 (40) Other income (expense) 275 - 275 (284) (9) Gain on acquisition of Sexton Biotechnologies, Inc. 6,451 - 6,451 - 6,451 Total other income, net 6,418 30 6,448 (167) 6,281 (Loss) income before income tax benefit (8,697) (8,517) (17,214) 19,053 1,839 Income tax benefit 15,542 42 (c) 15,584 14 15,598 Income from continuing operations $ 6,845 $ (8,475) $ (1,630) $ 19,067 $ 17,437 Discontinued operations: Loss from discontinued operations before income tax benefit (20,329) - (20,329) - (20,329) Income tax benefit 4,576 - 4,576 - 4,576 Loss from discontinued operations $ (15,753) $ - $ (15,753) $ - $ (15,753) Net (loss) income $ (8,908) $ (8,475) $ (17,383) $ 19,067 $ 1,684 Income from continuing operations attributable to common shareholders: Page 11 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Basic and Diluted $ 6,845 $ (8,475) $ (1,630) $ 19,067 $ 17,437 Loss from discontinued operations attributable to common shareholders: Basic and Diluted $ (15,753) $ - $ (15,753) $ - $ (15,753) Income per share from continuing operations attributable to common shareholders: Basic and Diluted $ 0.18 $ (0.22) $ (0.04) $ 0.50 $ 0.46 Loss per share from discontinued operations attributable to common shareholders: Basic and Diluted $ (0.41) $ - $ (0.41) $ - $ (0.41) Net (loss) income attributable to common shareholders: Basic and Diluted $ (8,908) $ (8,475) $ (17,383) $ 19,067 $ 1,684 Net (loss) income per share attributable to common shareholders: Basic and Diluted $ (0.23) $ (0.22) $ (0.45) $ 0.50 $ 0.05 Weighted average common shares outstanding: Basic and Diluted 38,503,944 - 38,503,944 - 38,503,944 See the accompanying notes to the unaudited pro forma condensed consolidated financial statements. Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements Note 1. Basis of Presentation The unaudited pro forma condensed consolidated financial information has been prepared based on the Company's historical consolidated financial statements and in accordance with Article 11 of SEC Regulation S-X, Pro Forma Financial Information. CBS Discontinued Operations reflect associated assets, liabilities, and stockholders' equity and results of operations attributable to CBS that were included in the Company's historical consolidated financial statements in accordance with ASC 205-20. These amounts exclude general corporate overhead costs which were historically allocated to CBS that do not meet the requirements to be presented in discontinued operations. Note 2. Pro Forma Adjustments and Assumptions The unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations, respectively, present the pro forma adjustments to historical financial results directly attributable to the Transaction in accordance with ASC 205-20, as follows. (a) This adjustment represents the receipt of cash consideration less fees to be paid to the broker, attorneys, and other external parties in connection with the closing of the transaction. Page 12 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Closing Transaction Summary Amount Cash consideration received $ 6,100 Fees to be paid for legal and other transaction services (1,578) Net Closing Transaction Proceeds $ 4,522 (b) These adjustments represent the disposal of assets and liabilities attributable to CBS. (c) These adjustments represent the disposal of revenues and costs and operating expenses of CBS. (d) This adjustment reflects the Company's allocation of goodwill to CBS on a fair value basis. (e) This adjustment reflects the Company's compensation expenses associated with the acceleration of unvested shares for all former employees of the Company that remained with CBS upon the closing of the Transaction ($2.0M). (f) This adjustment reflects the calculated loss on the disposal of CBS. Loss on Sale of CBS as of September 30, 2024 Net closing transaction proceeds $ 4,522 Current assets 8,324 Long-term assets before allocation of goodwill 305 Total assets 8,629 Current liabilities (2,721) Long-term liabilities (908) Less: costs allocated to CBS as accrued expenses 362 Total liabilities (3,267) Net assets 5,362 Total loss on sale of CBS $ (840) Pro Forma Adjusted Gross Margin and Adjusted EBITDA Reconciliations In addition to net income (loss) determined in accordance with GAAP, we use the non-GAAP measures, "Adjusted Gross Margin", earnings before interest, taxes, depreciation and amortization (EBITDA), and "Adjusted EBITDA", in assessing our operating performance as we believe it serves as an appropriate measure in evaluating the performance of our business. We reference Adjusted Gross Margin, EBITDA, and Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical periods and external comparisons to competitors. In addition, incentive compensation is primarily based on Adjusted Gross Margin, EBITDA, and Adjusted EBITDA targets and we base certain of our forward-looking estimates on Adjusted Gross Margin, EBITDA, and Adjusted EBITDA to facilitate quantification of planned business activities and enhance subsequent follow-up with comparisons of actual to planned Adjusted Gross Margin, EBITDA and Adjusted EBITDA targets. Page 13 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com The following is a reconciliation of our pro forma revenue to our pro forma Adjusted Gross Margin and pro forma net income to our pro forma EBITDA and Adjusted EBITDA for the nine months ended September 30, 2024 and each of the years ended December 31, 2023, 2022, and 2021: Page 14 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com BIOLIFE SOLUTIONS, INC. RECONCILIATION OF PRO FORMA GROSS PROFIT TO PRO FORMA ADJUSTED GROSS PROFIT (Unaudited, amounts in thousands) Nine Months Ended September 30, 2024 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions GAAP total revenues $ 85,678 $ (10,187) $ 75,491 $ (15,951) $ 59,540 GAAP cost of revenues (40,278) 7,960 (32,318) 12,218 (20,100) COGS intangible asset amortization (1,736) - (1,736) - (1,736) GAAP GROSS PROFIT $ 43,664 $ (2,227) $ 41,437 $ (3,733) $ 37,704 GAAP GROSS MARGIN 51 % 63 % ADJUSTMENTS TO GROSS PROFIT: Inventory reserve costs 247 - 247 - 247 Loss on disposal of assets (44) - (44) 44 - Intangible asset amortization 1,736 - 1,736 - 1,736 ADJUSTED GROSS PROFIT $ 45,603 $ (2,227) $ 43,376 $ (3,689) $ 39,687 ADJUSTED GROSS MARGIN 53 % 57 % 67 % Year Ended December 31, 2023 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions GAAP total revenues $ 107,445 $ (13,576) $ 93,869 $ (18,014) $ 75,855 GAAP cost of revenues (59,837) 12,632 (47,205) 17,283 (29,922) COGS intangible asset amortization (2,781) (453) (3,234) - (3,234) GAAP GROSS PROFIT $ 44,827 $ (1,397) $ 43,430 $ (731) $ 42,699 GAAP GROSS MARGIN 42 % 56 % ADJUSTMENTS TO GROSS PROFIT: Inventory reserve costs 1,772 - 1,772 - 1,772 Loss on disposal of assets 286 - 286 (275) 11 Intangible asset amortization 2,781 453 3,234 - 3,234 ADJUSTED GROSS PROFIT $ 49,666 $ (944) $ 48,722 $ (1,006) $ 47,716 ADJUSTED GROSS MARGIN 46 % 52 % 63 % Page 15 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Year Ended December 31, 2022 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions GAAP total revenues $ 113,844 $ (16,142) $ 97,702 $ (21,462) $ 76,240 GAAP cost of revenues (56,316) 11,928 (44,388) 15,060 (29,328) COGS intangible asset amortization (5,007) 151 (4,856) 2,528 (2,328) GAAP GROSS PROFIT $ 52,521 $ (4,063) $ 48,458 $ (3,874) $ 44,584 GAAP GROSS MARGIN 46 % 58 % ADJUSTMENTS TO GROSS PROFIT: Inventory step up 251 - 251 - 251 Loss on disposal of assets 47 - 47 (47) - Intangible asset amortization 5,007 (151) 4,856 (2,528) 2,328 ADJUSTED GROSS PROFIT $ 57,826 $ (4,214) $ 53,612 $ (6,449) $ 47,163 ADJUSTED GROSS MARGIN 51 % 55 % 62 % Year Ended December 31, 2021 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions GAAP total revenues $ 79,972 $ (15,198) $ 64,774 $ (14,730) $ 50,044 GAAP cost of revenues (39,002) 9,821 (29,181) 9,665 (19,516) COGS intangible asset amortization (4,557) 603 (3,954) 2,016 (1,938) GAAP GROSS PROFIT $ 36,413 $ (4,774) $ 31,639 $ (3,049) $ 28,590 GAAP GROSS MARGIN 46 % 57 % ADJUSTMENTS TO GROSS PROFIT: Inventory step-up 1,130 - 1,130 - 1,130 Intangible asset amortization 4,557 (603) 3,954 (2,016) 1,938 ADJUSTED GROSS PROFIT $ 42,100 $ (5,377) $ 36,723 $ (5,065) $ 31,658 ADJUSTED GROSS MARGIN 53 % 57 % 63 % Page 16 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com BIOLIFE SOLUTIONS, INC. RECONCILIATION OF PRO FORMA NET LOSS TO PRO FORMA ADJUSTED EBITDA (Unaudited, amounts in thousands) Nine Months Ended September 30, 2024 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Net loss $ (32,643) $ (2,652) $ (35,295) $ 22,617 $ (12,678) Add: Discontinued operations 19,582 - 19,582 - 19,582 (Loss) income from continuing operations $ (13,061) $ (2,652) $ (15,713) $ 22,617 $ 6,904 ADJUSTMENTS: Interest expense 796 (89) 707 (13) 694 Accretion of available-for-sale investments (408) - (408) - (408) Income tax expense 93 (9) 84 (146) (62) Depreciation 4,305 (2) 4,303 (2,078) 2,225 Intangible asset amortization 2,734 - 2,734 (680) 2,054 EBITDA (5,541) (2,752) (8,293) 19,700 11,407 OTHER ADJUSTMENTS: Loss (gain) on sale of subsidiary - 1,905 1,905 (29,591) (27,686) Employee stock based compensation expenses - 2,034 2,034 4,015 6,049 Share-based compensation 16,022 (1,582) 14,440 (871) 13,569 Acquisition and divestiture costs 833 - 833 - 833 Severance costs - - - 415 415 Loss on disposal of assets (96) - (96) 95 (1) Change in fair value of contingent consideration - - - 3,250 3,250 Change in fair value of equity investments 4,074 - 4,074 - 4,074 Other income (979) - (979) - (979) Inventory reserve costs 247 - 247 - 247 ADJUSTED EBITDA $ 14,560 $ (395) $ 14,165 $ (2,987) $ 11,178 % of Revenue 17 % 19 % 19 % Page 17 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Year Ended December 31, 2023 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Net loss $ (68,002) $ 13,682 $ (54,320) $ 23,892 $ (30,428) Add: Discontinued operations 28,428 - 28,428 - 28,428 Loss from continuing operations $ (39,574) $ 13,682 $ (25,892) $ 23,892 $ (2,000) ADJUSTMENTS: Interest expense 1,681 (219) 1,462 (13) 1,449 Accretion of available-for-sale investments (1,263) - (1,263) - (1,263) Income tax expense (benefit) 156 (9) 147 (172) (25) Depreciation 6,729 (471) 6,258 (2,636) 3,622 Intangible asset amortization 5,050 (623) 4,427 (907) 3,520 EBITDA (27,221) 12,360 (14,861) 20,164 5,303 OTHER ADJUSTMENTS: Loss (gain) on sale of subsidiary - 1,634 1,634 (18,640) (17,006) Share-based compensation 28,511 (2,503) 26,008 (2,498) 23,510 Severance costs 1,591 (6) 1,585 - 1,585 Acquisition and divestiture costs 3,226 - 3,226 - 3,226 Loss on disposal of assets 477 477 (427) 50 Change in fair value of contingent consideration (2,193) - (2,193) - (2,193) Asset impairment charges 8,310 (8,310) - - - Gain on settlement of Global Cooling escrow (5,115) - (5,115) - (5,115) Inventory reserve costs 1,772 - 1,772 - 1,772 ADJUSTED EBITDA $ 9,358 $ 3,175 $ 12,533 $ (1,401) $ 11,132 % of Revenue 9 % 13 % 15 % Page 18 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Year Ended December 31, 2022 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Net loss $ (139,805) $ (7,408) $ (147,213) $ 21,261 $ (125,952) Add: Discontinued operations 137,516 - 137,516 - 137,516 (Loss) income from continuing operations $ (2,289) $ (7,408) $ (9,697) $ 21,261 $ 11,564 ADJUSTMENTS: Interest expense 430 (28) 402 (118) 284 Accretion of available-for-sale investments (459) - (459) - (459) Income tax benefit (5,033) (9) (5,042) (194) (5,236) Depreciation 6,218 (488) 5,730 (2,081) 3,649 Intangible asset amortization 5,726 (830) 4,896 (906) 3,990 EBITDA 4,593 (8,763) (4,170) 17,962 13,792 OTHER ADJUSTMENTS: Loss (gain) on sale of subsidiary - 9,493 9,493 (20,872) (11,379) Share-based compensation 22,030 (1,838) 20,192 (2,465) 17,727 Inventory step-up 251 - 251 - 251 Acquisition and divestiture costs 18 - 18 (10) 8 Loss on disposal of assets 524 (159) 365 112 477 Change in fair value of contingent consideration (4,754) - (4,754) - (4,754) Change in fair value of investments (697) - (697) - (697) ADJUSTED EBITDA $ 21,965 $ (1,267) $ 20,698 $ (5,273) $ 15,425 % of Revenue 19 % 21 % 20 % Page 19 3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com Year Ended December 31, 2021 (In thousands) Historical BioLife CBS Transaction Adjustments Pro Forma BioLife - CBS Transaction SciSafe Divestiture Adjustments Elected Pro Forma - CBS and SciSafe Transactions Net (loss) income $ (8,908) $ (8,475) $ (17,383) $ 19,067 $ 1,684 Add: Discontinued operations 15,753 - 15,753 - 15,753 Income from continuing operations $ 6,845 $ (8,475) $ (1,630) $ 19,067 $ 17,437 ADJUSTMENTS: Interest expense 187 (30) 157 (117) 40 Income tax benefit (15,542) (42) (15,584) (14) (15,598) Depreciation 4,308 (450) 3,858 (984) 2,874 Intangible asset amortization 4,406 (830) 3,576 (906) 2,670 EBITDA 204 (9,827) (9,623) 17,046 7,423 OTHER ADJUSTMENTS: Loss (gain) on sale of subsidiary - 8,738 8,738 (18,207) (9,469) Share-based compensation 12,942 (1,028) 11,914 (1,492) 10,422 Inventory step-up 1,130 - 1,130 - 1,130 Acquisition and divestiture costs 1,636 - 1,636 (32) 1,604 Loss on disposal of assets (145) - (145) - (145) Change in fair value of contingent consideration 2,875 - 2,875 - 2,875 Change in fair value of warrant liability 121 - 121 - 121 ADJUSTED EBITDA $ 18,763 $ (2,117) $ 16,646 $ (2,685) $ 13,961 % of Revenue 23 % 26 % 28 % Page 20

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