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What changed in BIOLIFE SOLUTIONS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BIOLIFE SOLUTIONS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+271 added−238 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-03)

Top changes in BIOLIFE SOLUTIONS INC's 2025 10-K

271 paragraphs added · 238 removed · 194 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

36 edited+7 added−9 removed44 unchanged
Biggest changeOur products Our bioproduction products and services are comprised of two revenue lines that contain four main offerings: • Cell processing ◦ Biopreservation media ◦ Human platelet lysate media (“hPL”), cryogenic vials, and automated cell-processing fill machines • Evo and ThawSTAR devices ◦ Cloud-connected “smart” shipping containers ◦ Automated thawing devices On April 17, 2024, the Company sold all of the issued and outstanding shares of common stock of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”), to GCI Holdings Company, LLC, an Ohio limited liability company (“GCI Holdings”) pursuant to a Stock Purchase Agreement, dated April 17, 2024 (the “Global Cooling Purchase Agreement”), by and between the Company and GCI Holdings (the “Global Cooling Divestiture”).
Biggest changeOn April 17, 2024, the Company sold all of the issued and outstanding shares of common stock of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”), to GCI Holdings Company, LLC, an Ohio limited liability company (“GCI Holdings”) pursuant to a Stock Purchase Agreement, dated April 17, 2024 (the “Global Cooling Purchase Agreement”), by and between the Company and GCI Holdings (the “Global Cooling Divestiture”).
Human platelet lysate media, cryogenic vials and automated cell-processing fill machines Our bioproduction products portfolio includes human platelet lysates for cell expansion, which reduces risk and improves downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal ® closed system vials that are purpose-built rigid containers used in CGT that can be filled manually or with high throughput systems, CryoCase™ cryo-compatible transparent rigid containers designed for closed-system fill and retrieval, and automated cell processing machines that bring multiple processes traditionally performed by manual techniques under a higher level of control to protect therapies from loss or contamination.
Human platelet lysate media, cryogenic vials and automated cell-processing fill machines Our bioproduction products portfolio includes human platelet lysates for cell expansion, which reduces risk and improves downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal ® closed systems that are purpose-built rigid containers used in CGT that can be filled manually or with high throughput systems, CryoCase™ cryo-compatible transparent rigid containers designed for closed-system fill and retrieval, and automated cell processing machines that bring multiple processes traditionally performed by manual techniques under a higher level of control to protect therapies from loss or contamination.
On November 12, 2024, the Company entered into a Stock Purchase Agreement (the “SciSafe Purchase Agreement”), by and among the Company, Subzero Purchaser Corp., a Delaware corporation (“SciSafe Buyer”), SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company (“Seller”), and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company (“SciSafe”), for the sale by Seller of all of the issued and outstanding shares of common stock (the “SciSafe Shares”) of SciSafe to SciSafe Buyer.
On November 12, 2024, the Company entered into a Stock Purchase Agreement (the “SciSafe Purchase Agreement”), by and among the Company, Subzero Purchaser Corp., a Delaware corporation (“SciSafe Buyer”), SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company (“Seller”), and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company (“SciSafe”), for the sale by Seller of all of the issued and outstanding shares of common stock (the “SciSafe Shares”) of SciSafe to SciSafe Buyer (the “SciSafe Divestiture”).
On November 14, 2024, the Company entered into a Stock Purchase Agreement (the “CBS Purchase Agreement”), by and among the Company, Standex International Corporation, a Delaware corporation (“CBS 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 “CBS Shares”) of CBS to CBS Buyer (the “CBS Transaction”).
On November 14, 2024, the Company entered into a Stock Purchase Agreement (the “CBS Purchase Agreement”), by and among the Company, Standex International Corporation, a Delaware corporation (“CBS 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 “CBS Shares”) of CBS to CBS Buyer (the “CBS Divestiture”).
In addition, we maintain a business continuity management system that focuses on key areas such as contingency planning, safety stocks and off-site storage of raw materials and finished goods to ensure continuous supply of our products. Thaw systems – Our ThawSTAR automated, water-free thawing products are produced by a CMO based in the United States.
In addition, we maintain a business continuity management system that focuses on key areas such as contingency planning, safety stocks and off-site storage of raw materials and finished goods to ensure continuous supply of our products. Thaw systems – Our ThawSTAR automated, water-free thawing products are produced by a contract manufacturing organization ("CMO") based in the United States.
Over the last several years, we have built a strong reputation as a trusted supplier of critical tools used in cell and gene therapy and biopharma manufacturing. We believe that our relationships and reputation could enable us to drive further incremental revenue growth through the sale of additional products and services to a captive customer base.
Over the last several years, we have built a 11 Table of Contents strong reputation as a trusted supplier of critical tools used in cell and gene therapy and biopharma manufacturing. We believe that our relationships and reputation could enable us to drive further incremental revenue growth through the sale of additional products and services to a captive customer base.
Traditional biopreservation media range from simple “balanced salt” (electrolyte) formulations to complex mixtures of electrolytes, energy substrates such as sugars, osmotic buffering agents, and antibiotics. The resulting limited stability from the use of these traditional biopreservation media formulations is a significant shortcoming that our optimized proprietary products address with great success.
Traditional biopreservation media range from simple “balanced salt” (electrolyte) formulations to complex mixtures of electrolytes, energy substrates such as sugars, osmotic buffering agents, and antibiotics. The resulting limited stability from 9 Table of Contents the use of these traditional biopreservation media formulations is a significant shortcoming that our optimized proprietary products address with great success.
Despite these precautions, it may be possible for unauthorized third parties to copy certain aspects of our products and/or to obtain and use information that we regard as proprietary (see “Item 1A. Risk Factors” of this Annual Report for additional details).
Despite these precautions, it may be possible for unauthorized third parties to copy certain aspects of our products and/or to obtain and use information that we regard as proprietary (see Part I, “Item 1A. Risk Factors” in this Annual Report for additional details).
The Consolidated 8 Table of Contents Statements Of Comprehensive Loss, Consolidated Statements of Shareholders' Equity, and Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages, and disclosures for all periods presented in this Annual Report reflect only the continuing operations of the Company unless otherwise noted.
The Consolidated Statements Of Comprehensive Loss, Consolidated Statements of Shareholders' Equity, and Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages, and disclosures for all periods presented in this Annual Report reflect only the continuing operations of the Company unless otherwise noted.
While competing cryopreservation freeze media is often comprised of a single permeating 9 Table of Contents cryoprotectant such as dimethyl sulfoxide (“DMSO”), our CryoStor formulations incorporate multiple permeating and non-permeating cryoprotectant agents, which allows for multiple mechanisms of protection and reduces the dependence on a single cryoprotectant.
While competing cryopreservation freeze media is often comprised of a single permeating cryoprotectant such as dimethyl sulfoxide (“DMSO”), our CryoStor formulations incorporate multiple permeating and non-permeating cryoprotectant agents, which allows for multiple mechanisms of protection and reduces the dependence on a single cryoprotectant.
Our products are designed to increase our customers’ product 11 Table of Contents yield and functionality while reducing their risk, and we are committed to supporting our customers with strong service in addition to scientific and technical expertise in the applications of our products.
Our products are designed to increase our customers’ product yield and functionality while reducing their risk, and we are committed to supporting our customers with strong service in addition to scientific and technical expertise in the applications of our products.
We seek to manage single-source supplier risk by regularly assessing the quality and capacity of our suppliers, implementing supply and quality agreements where appropriate, and actively managing lead times and inventory levels of 12 Table of Contents sourced components. Pursuant to our supply agreements, we are required to notify customers of any changes to our raw materials.
We seek to manage single-source supplier risk by regularly assessing the quality and capacity of our suppliers, implementing supply and quality agreements where appropriate, and actively managing lead times and inventory levels of sourced components. Pursuant to our customer and quality agreements, we are required to notify customers of any changes to our raw materials.
For certain components without a secondary supplier, we estimate that it would take up to six months to find and qualify a second source. Order quantities and lead times for externally sourced components are based on our forecasts, which are derived from historical demand and anticipated future demand.
For certain components without a secondary supplier, we estimate that it would take up to six months to find and qualify a second source. Order quantities and lead times for externally sourced components are based on our 12 Table of Contents forecasts, which are derived from historical demand and anticipated future demand.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), are available free of charge on our website as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the Securities and Exchange Commission (the “SEC”).
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available free of charge on our website as soon as reasonably practicable after we electronically file such reports with, or furnish 14 Table of Contents those reports to, the Securities and Exchange Commission (the “SEC”).
To assist customers with their regulatory applications, we maintain Type II Master Files at the FDA for CryoStor, HypoThermosol FRS, BloodStor 27, Stemulate, nLiven PR, T-Liven PR, CellSeal Closed System Cryogenic Vials, CryoCase cryo-compatible transparent rigid containers, and our Cell Thawing Media products, which provide the FDA with information regarding our manufacturing facility and process, our quality system, stability and safety, and any additional testing that has been performed.
To assist customers with their regulatory applications, we maintain Type II Master Files at the FDA for CryoStor, HypoThermosol FRS, BloodStor 27, Stemulate, nLiven PR, T-Liven PR, CellSeal Closed System containers, and our Cell Thawing Media products, which provide the FDA with information regarding our manufacturing facility and process, our quality system, stability and safety, and any additional testing that has been performed.
We are committed to supporting our customers with strong customer service and applications expertise. We leverage our numerous relationships with leading cell and gene therapy companies that use our offering of bioproduction products and services to cross-sell other parts of the portfolio.
Our products are designed to increase our customers’ product yield and efficacy. We are committed to supporting our customers with strong customer service and applications expertise. We leverage our numerous relationships with leading cell and gene therapy companies that use our offering of bioproduction products and services to cross-sell other parts of the portfolio.
We cannot be certain that the research, development, and commercialization efforts of our competitors will not render any of our existing or potential products obsolete. Human capital We view our team members as the key to our success. As of December 31, 2024, we had 159 full-time team members and no part-time team members.
We cannot be certain that the research, development, and commercialization efforts of our competitors will not render any of our existing or potential products obsolete. 13 Table of Contents Human capital We view our team members as the key to our success. As of December 31, 2025, we had 155 full-time team members and no part-time team members.
We also maintain and operate one cGMP clean room production suite for manufacturing hPL media in Indianapolis, Indiana. Our quality management system (“QMS”) in Indianapolis is certified to the ISO 9001:2015 standard.
We also maintain and operate one cGMP clean room production suite for manufacturing hPL media in Indianapolis, Indiana. Our QMS in Indianapolis is certified to the ISO 9001:2015 standard.
Product regulatory status Our products are not subject to any specific United States Food and Drug Administration (“FDA”) or other international marketing regulations for drugs, devices, or biologics. We are not required to sponsor formal prospective, controlled clinical trials in order to establish safety and efficacy.
Product regulatory status Our products are not subject to any specific FDA or other international marketing regulations for drugs, devices, or biologics. We are not required to sponsor formal prospective, controlled clinical trials in order to establish safety and efficacy.
The entity was merged with our wholly owned subsidiary, BioLife Solutions, Inc., which was engaged as a developer and marketer of biopreservation media products for cells and tissues.
The entity was merged with our wholly owned subsidiary, BioLife Solutions, Inc., which was engaged as a developer and marketer of biopreservation media products for cells and tissues. Following the merger, we changed our name to BioLife Solutions, Inc.
Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, and distribution. We currently operate as one bioproduction products and services business which supports several steps in the biologic material manufacturing and delivery process.
Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, and distribution. We currently operate as one bioproduction products and services business which supports several steps in the biologic material manufacturing and delivery process. Our portfolio of tools and services focuses on biopreservation media and cell processing products.
Upon the execution of the Global Cooling Purchase Agreement, the Global Cooling business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented.
Global Cooling contained our portfolio of ultra-low temperature freezers. Upon the execution of the Global Cooling Purchase Agreement, the Global Cooling business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented.
Following the merger, we changed our name to BioLife Solutions, Inc. 14 Table of Contents Principal offices; available information Our principal executive offices are located at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021 and the telephone number is (425) 402-1400. We maintain a website at www.biolifesolutions.com .
Principal offices; available information Our principal executive offices are located at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021 and the telephone number is (425) 402-1400. We maintain a website at www.biolifesolutions.com .
Upon the execution of the CBS Purchase Agreement, the CBS business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented. The Company is presenting Global Cooling, SciSafe, and CBS within this Annual Report as discontinued operations for all periods presented within the Consolidated Balance Sheets and Consolidated Statements of Operations.
The Company is presenting SAVSU, CBS, SciSafe, and Global Cooling within this Annual Report as discontinued operations for all periods presented within the Consolidated Balance Sheets and Consolidated Statements of Operations.
Complementary products portfolio Expanding Participation in Customers ’ Workflow Our strategy We are focused on the development, production, and commercialization of differentiated, best-in-class products and services that facilitate the manufacturing and delivery of cell and gene therapies and biologic materials. Our products are designed to increase our customers’ product yield and efficacy.
We offer products that integrate into the critical steps of preservation and thawing under controlled conditions. Complementary products portfolio Expanding Participation in Customers ’ Workflow Our strategy We are focused on the development, production, and commercialization of differentiated, best-in-class products and services that facilitate the manufacturing and delivery of cell and gene therapies and biologic materials.
We have a diversified portfolio of tools and services that focuses on biopreservation, cell processing, cold chain management tools, and thawing of biologic materials. We have in-house expertise in cryobiology and the broader CGT workflow, and continue to evaluate opportunities to maximize the value of our product platforms for our extensive customer base through organic growth innovations, partnerships, and acquisitions.
We have in-house expertise in cryobiology and the broader CGT workflow, and continue to evaluate opportunities to maximize the value of our product platforms for our extensive customer base through organic growth innovations, partnerships, and acquisitions.
Upon the execution of the SciSafe Purchase Agreement, the SciSafe business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented.
SciSafe contained our biological and pharmaceutical storage and cold chain logistics services. Upon the execution of the 8 Table of Contents SciSafe Purchase Agreement, the SciSafe business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented.
Additional products using new 13 Table of Contents technologies that may be competitive with our products may also be introduced. Many of the companies selling or developing competitive products have greater financial and human resources, R&D, manufacturing, and marketing experience than we do.
Many of the companies selling or developing competitive products have greater financial and human resources, R&D, manufacturing, and marketing experience than we do.
The bioproduction process Our various products and services currently integrate into several steps in our customers’ bioproduction workflow process for cell and gene therapies. See the diagram below for an illustration of this process and our product roles. We offer products that integrate into the critical steps of preservation, thawing, and transportable storage under controlled conditions.
We believe we are well positioned to address many of the unique manufacturing challenges in the process of delivering CGTs. The bioproduction process Our various products and services currently integrate into several steps in our customers’ bioproduction workflow process for cell and gene therapies. See the diagram below for an illustration of this process and our product roles.
ARM also reported there was approximately $15.2 billion invested in the regenerative medicine market in 2024, with an expectation of continued regulatory approvals for cell and gene therapies during 2025. 10 Table of Contents The technologies developed within the CGT market change the ways physicians treat patients.
ARM also reported there was approximately $11.1 billion invested in the regenerative medicine market in 2025, with an expectation of continued regulatory approvals for CGTs during 2026. The technologies developed within the CGT market change the ways physicians treat patients. The manufacturing, distribution and the delivery process of these therapies is significantly different from many other types of treatments.
We strive to continue to anticipate customer needs in providing enabling technologies in the CGT space. Sales and marketing We market and sell our products through direct sales and third-party distribution. We have expanded our global commercial organization over time to continue building relationships within the broader CGT market.
We strive to continue to anticipate customer needs in providing enabling technologies in the CGT space. Sales and marketing We market and sell our products through direct sales and third-party distribution. We have experienced field-based sales employees who market our growing product portfolio on a direct basis.
Issued Patents Patents Applied For Registered Trademarks Cell processing 57 32 41 Evo and thaw 40 79 11 Total 97 111 52 Competition Our bioproduction products and services compete on the basis of value proposition, performance, quality, cost effectiveness, and application suitability with numerous established technologies.
Issued Patents Patents Applied For Registered Trademarks Cell processing and other products 87 83 45 Competition Our bioproduction products and services compete on the basis of value proposition, performance, quality, cost effectiveness, and application suitability with numerous established technologies. Additional products using new technologies that may be competitive with our products may also be introduced.
Cell processing Biopreservation media Our proprietary biopreservation media products, HypoThermosol ® FRS and CryoStor ® Freeze Media, are formulated to mitigate preservation-induced, delayed-onset cell damage and death which result when cells and tissues are subjected to reduced temperatures.
Our products Our bioproduction products and services are comprised of one revenue line that contains three main offerings: • Cell processing and other products ◦ Biopreservation media ◦ Human platelet lysate media (“hPL”), cryogenic and ultralow temperature containers, and automated cell-processing fill machines ◦ Automated thawing devices Cell processing Biopreservation media Our proprietary biopreservation media products, HypoThermosol ® FRS and CryoStor ® Freeze Media, are formulated to mitigate preservation-induced, delayed-onset cell damage and death which result when cells and tissues are subjected to reduced temperatures.
According to the Alliance for Regenerative Medicine (“ARM”), “2025 State of the Industry Briefing” there were over 1,900 ongoing clinical trials utilizing regenerative medicine at year-end 2024 in addition to nine FDA approved CGT therapies, with continued growth in CGT development companies throughout 2024.
According to the Alliance for Regenerative Medicine (“ARM”), “2026 State of the Industry Briefing” there were over 1,900 ongoing clinical trials 10 Table of Contents globally utilizing regenerative medicine at year-end 2025.
We have experienced field-based sales employees who market our growing product portfolio on a direct basis. Our technical applications engineers and customer care support teams have extensive experience providing support both prior and subsequent to the sale of products. Our products are also marketed and distributed by STEMCELL Technologies, VWR, and other regional distributors under non-exclusive agreements.
Our technical applications engineers and customer care support teams have extensive experience providing support both prior and subsequent to the sale of products. Our products are also marketed and distributed by regional distributors under non-exclusive agreements. In 2025, 2024, and 2023, sales to third-party distributors accounted for 34%, 34%, and 38% of our revenue, respectively.
The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Years Ended December 31, Revenue by customers’ geographic locations (1) 2024 2023 2022 United States 75 % 82 % 82 % Europe, Middle East, Africa (EMEA) 19 % 12 % 12 % Other 6 % 6 % 6 % Total revenue 100 % 100 % 100 % (1) As of the year ended December 31, 2023, the Company updated its methodology for determining the country of origin for its sales.
The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Years Ended December 31, Revenue by customers’ geographic locations 2025 2024 2023 United States 80 % 75 % 81 % Europe, Middle East, Africa (EMEA) 14 % 19 % 12 % Other 6 % 6 % 7 % Total revenue 100 % 100 % 100 % Manufacturing Cell processing – We maintain and operate two independent cGMP clean room production suites for manufacturing sterile biopreservation media products in Bothell, Washington.
Removed
Evo and Thaw devices Cloud connected “ smart ” shipping containers We are a leading developer and supplier of next generation cold chain management tools for cell and gene therapies. Our cloud-connected shipping containers and evo.is cloud app allows biologic products to be traced and tracked in real time.
Added
Recent divestitures and acquisitions On October 6, 2025, the Company entered into a Limited Liability Company Membership Interest Purchase Agreement (the “SAVSU Purchase Agreement”), by and between the Company and Peli BioThermal LLC, a Delaware limited liability company (“SAVSU Buyer”), for the sale by the Company of all of the issued and outstanding limited liability company membership interests (the “SAVSU Interests”) of SAVSU Cleo Technologies, LLC, a Delaware limited liability company ("SAVSU"), to SAVSU Buyer (the “SAVSU Divestiture”).
Removed
Our evo platform consists of rentable cloud-connected shippers that include technologies enabling tracking software to provide customizable, real-time information on geolocation, payload temperature, ambient temperature, tilt of shipper, humidity, altitude, and alerts when a shipper has been opened. The evo Dry Vapor Shipper (“DVS”) is specifically marketed for use with cell and gene therapies.
Added
SAVSU contained our evo cloud connected “smart” shipping container products that provided passive storage and transport for temperature-sensitive biologics and pharmaceuticals. Upon the execution of the SAVSU Purchase Agreement, the SAVSU business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented.
Removed
The evo DVS has several design improvements over traditional competing shipping containers, providing benefits such as extended thermal performance, reduced liquid nitrogen recharge time, improved payload extractors, and the ability to maintain temperature for longer periods if the shipper is tilted on its side. We partner with couriers with established logistic channels and distribution centers.
Added
On April 4, 2025, pursuant to a Stock Purchase Agreement (the “PanTHERA Purchase Agreement”), by and among the Company, Casdin Partners Master Fund L.P. and each other person listed on Schedule A thereto (the “PanTHERA Sellers”), 2699979 Alberta LTD., an Alberta corporation and a wholly owned subsidiary of the Company (“PanTHERA Buyer Sub”), PanTHERA CryoSolutions Inc., an Alberta corporation (“PanTHERA”) and Dr.
Removed
This strategy greatly reduces the time and resource requirements associated with establishing our own logistics services, such as acquiring and maintaining fleets of delivery vehicles and building specialized facilities around the world.
Added
Jason Acker, solely in his capacity as Sellers’ Representative, the Company acquired the remaining 90% of the issued and outstanding shares of common stock of PanTHERA not owned by the Company from the PanTHERA Sellers (the “PanTHERA Transaction”).
Removed
Partnerships with multiple white glove couriers allow us to scale our sales and marketing efforts by leveraging couriers' existing channel relationships, as well as the ongoing efforts of their sales and service teams. Courier partners provide promotional efforts by marketing our evo platform to their existing cell and gene therapy customers as a cost-effective and innovative solution.
Added
PanTHERA contains a patented Ice Recrystallization Inhibitor (“IRI”) GEN 2 cryopreservation technology that we expect to ultimately enhance the Company’s core capabilities in biopreservation and within the CGT market upon achievement of commercial viability.
Removed
The manufacturing, distribution and the delivery process of these therapies is significantly different from many other types of treatments. We believe we are well positioned to address many of the unique manufacturing challenges in the process of delivering cell and gene therapies.
Added
CBS contained our LN2 cryogenic freezers and other accessory products utilizing a dry storage method. Upon the execution of the CBS Purchase Agreement, the CBS business is presented in the accompanying Consolidated Financial Statements as a discontinued operation for all periods presented.
Removed
In 2024, 2023, and 2022, sales to third-party distributors accounted for 35%, 44%, and 42% of our revenue, respectively.
Added
Additionally, ARM reported an expected $2.0 billion in revenues over the next five years from recently developed and FDA approved CGT therapies, with continued investment in CGT development from the world's largest biopharma companies throughout 2025.
Removed
Sales are now recorded by shipping country rather than billing country. The Company updated the methodology retrospectively, adjusting the prior year presentation for all regions presented. Manufacturing Cell processing – We maintain and operate two independent cGMP clean room production suites for manufacturing sterile biopreservation media products in Bothell, Washington.
Removed
Monitored shipping – Production of our evo cold chain management hardware products is performed by external CMOs and by personnel in our Bruce Township, Michigan facility. Our QMS in Bruce Township is certified to the ISO 9001:2015 standard.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

74 edited+38 added−10 removed150 unchanged
Biggest changeWe can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements of our financial statements will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or disclosure controls and procedures. 28 Table of Contents Further, in the future, if we cannot conclude that we have effective internal control over financial reporting or disclosure controls and procedures, or if our independent registered public accounting firm is unable to provide an unqualified opinion regarding the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could lead to a decline in our stock price.
Biggest changeFurther, in the future, if we cannot conclude that we have effective internal control over financial reporting or disclosure controls and procedures, or if our independent registered public accounting firm is unable to provide an unqualified opinion regarding the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could lead to a decline in our stock price.
Even if we are granted a patent, in certain circumstances we may be unable protect our rights to, or use of, our technology. The biotechnology industry has produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use.
Even if we are granted a patent, in certain circumstances we may be unable to protect our rights to, or use of, our technology. The biotechnology industry has produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use.
As a part of our growth strategy, we have made, and may continue to make, selected acquisitions of other companies and technologies and continue to evaluate expansion through acquisitions of other companies or technologies, which may carry numerous risks and operational, financial, and managerial challenges, including, but not limited to, the following, any of which could adversely affect our business, financial condition, or results of operations: • difficulties in integrating new operations, technologies, products, and personnel; • problems maintaining uniform procedures, controls, and policies with respect to our financial accounting systems; • lack of synergies or the inability to realize expected synergies and cost-savings; • difficulties in managing geographically dispersed operations, including risks associated with entering foreign markets in which we have no or limited prior experience; • underperformance of any acquired technology, product, or business relative to our expectations and the price we paid; • negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges; • the potential loss of key strategic partners of acquired companies; • claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction; • the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash; • diversion of management’s attention and company resources from existing operations of the business; • inconsistencies in standards, controls, procedures, and policies; • cash expenses and non-cash accounting charges incurred in connection with acquisitions, including unanticipated costs associated with the amortization of intangible assets; • the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies; • assumption of, or exposure to, historical liabilities of the acquired business, including unknown contingent or similar liabilities, including product liability, that are difficult to identify or accurately quantify; and • risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property.
As a part of our growth strategy, we have made, and may continue to make, selected acquisitions of other companies and technologies and continue to evaluate expansion through acquisitions of other companies or technologies, which may carry numerous risks and operational, financial, and managerial challenges, including, but not limited to, the following, any of which could adversely affect our business, financial condition, or results of operations: • difficulties in integrating new operations, technologies, products, and personnel; • problems maintaining uniform procedures, controls, and policies with respect to our financial accounting systems; • lack of synergies or the inability to realize expected synergies and cost-savings; • difficulties in managing geographically dispersed operations, including risks associated with entering foreign markets in which we have no or limited prior experience; • underperformance of any acquired technology, product, or business relative to our expectations and the price we paid; • negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges; • the potential loss of key strategic partners of acquired companies; • claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction; • the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash; • diversion of management’s attention and company resources from existing operations of the business; • inconsistencies in standards, controls, procedures, and policies; • cash expenses and non-cash accounting charges incurred in connection with acquisitions, including unanticipated costs associated with the amortization of intangible assets; • the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies; 21 Table of Contents • assumption of, or exposure to, historical liabilities of the acquired business, including unknown contingent or similar liabilities, including product liability, that are difficult to identify or accurately quantify; and • risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property.
Any of these catastrophic events, whether in the United States or abroad, may have a strong negative impact on the global economy, our employees, facilities, partners, suppliers, distributors or customers, and could decrease demand for our products, create delays and inefficiencies in our supply chain and make it difficult or impossible for us to deliver products to our customers.
Any of these events, whether in the United States or abroad, may have a strong negative impact on the global economy, our employees, facilities, partners, suppliers, distributors or customers, and could decrease demand for our products, create delays and inefficiencies in our supply chain and make it difficult or impossible for us to deliver products to our customers.
The EU’s General Data Protection Regulation, or GDPR, which became effective in May 2018, applies to our activities related to products and services that we offer to EU customers and workers. The GDPR established new requirements regarding the handling of personal data and includes significant penalties for non-compliance.
The EU’s General Data Protection Regulation ("GDPR"), which became effective in May 2018, applies to our activities related to products and services that we offer to EU customers and workers. The GDPR established new requirements regarding the handling of personal data and includes significant penalties for non-compliance.
The trading price and volume of our common stock, traded on the NASDAQ Capital Market, or NASDAQ, has been highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.
The trading price and volume of our common stock, traded on the Nasdaq Capital Market ("Nasdaq") has been highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.
The future market price and trading volume of our common stock could be significantly impacted by numerous factors, including, but not limited to: • Future sales of our common stock or other capital raising events by us; • Sales of our common stock by existing shareholders; • Changes in our capital structure, including stock splits or reverse stock splits; • Changes in our product offerings and business structure through acquisitions or divestitures, and public perception of our announced acquisitions and divestitures; • Announcements of technological innovations for new commercial products by our present or potential competitors; • Developments concerning proprietary rights; • Adverse results in our field or with clinical tests of our products in customer applications; • Adverse litigation; • Unfavorable legislation or regulatory decisions; • Public concerns regarding our products; • Variations in quarterly operating results; • General trends in the health care and biotechnology industries; • Global viruses, epidemics, and pandemics; and • Other factors outside of our control, including significant market fluctuations.
The future market price and trading volume of our common stock could be significantly impacted by numerous factors, including, but not limited to: • Future sales of our common stock or other capital raising events by us; • Sales of our common stock by existing shareholders; • Changes in our capital structure, including stock splits or reverse stock splits; • Changes in our product offerings and business structure through acquisitions or divestitures, and public perception of our announced acquisitions and divestitures; • Announcements of technological innovations for new commercial products by our present or potential competitors; • Developments concerning proprietary rights; • Adverse results in our field or with clinical tests of our products in customer applications; • Adverse litigation; • Unfavorable legislation or regulatory decisions; 27 Table of Contents • Public concerns regarding our products; • Variations in quarterly operating results; • General trends in the health care and biotechnology industries; • Global viruses, epidemics, and pandemics; and • Other factors outside of our control, including significant market fluctuations.
If a third party asserts that we infringed its patents or other proprietary rights, we could face a number of risks that could seriously harm our results of operations, financial condition and competitive position, including: • patent infringement and other intellectual property claims, which would be costly and time consuming to defend, whether or not the claims have merit, and which could delay a product and divert management’s attention from our business; • substantial damages for past infringement, which we may have to pay if a court determines that our product or technologies infringe a competitor’s patent or other proprietary rights; • a court prohibiting us from selling or licensing our technologies unless the third party licenses its patents or other proprietary rights to us on commercially reasonable terms, which it is not required to do; and • if a license is available from a third party, we may have to pay substantial royalties or lump-sum payments or grant cross licenses to our patents or other proprietary rights to obtain that license.
If a third party asserts that we infringed its patents or other proprietary rights, we could face a number of risks that could seriously harm our results of operations, financial condition and competitive position, including: • patent infringement and other intellectual property claims, which would be costly and time consuming to defend, whether or not the claims have merit, and which could delay a product and divert management’s attention from our business; • substantial damages for past infringement, which we may have to pay if a court determines that our product or technologies infringe a competitor’s patent or other proprietary rights; 24 Table of Contents • a court prohibiting us from selling or licensing our technologies unless the third party licenses its patents or other proprietary rights to us on commercially reasonable terms, which it is not required to do; and • if a license is available from a third party, we may have to pay substantial royalties or lump-sum payments or grant cross licenses to our patents or other proprietary rights to obtain that license.
Manufacturing our products may be impacted by: • availability or contamination of raw materials and components used in the manufacturing process, particularly those for which we have no other source or supplier; • the ongoing capacity of our facilities and those of our outside manufacturers; • our and our outside manufacturers’ ability to comply with existing and new regulatory requirements, including cGMP; • inclement weather and natural disasters; • changes in forecasts of future demand for product components; 18 Table of Contents • potential facility contamination by microorganisms or viruses; • updating of manufacturing specifications; • product quality success rates and yields; • labor strikes; and • global viruses, pandemics and epidemics.
Manufacturing our products may be impacted by: • availability or contamination of raw materials and components used in the manufacturing process, particularly those for which we have no other source or supplier; • the ongoing capacity of our facilities and those of our outside manufacturers; • our and our outside manufacturers’ ability to comply with existing and new regulatory requirements, including cGMP; • inclement weather and natural disasters; • changes in forecasts of future demand for product components; • potential facility contamination by microorganisms or viruses; • updating of manufacturing specifications; • product quality success rates and yields; • labor strikes; and • global viruses, pandemics and epidemics.
Any failure of us or our associated third parties to maintain the security of our network systems and the proprietary, confidential, and personal data in our possession, including via the penetration of our network security and the misappropriation of proprietary, confidential and personal information, could result in costly investigations and remediation, business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also result in deterioration in our employees’, customers’, suppliers’ and business partners’ confidence in us and other competitive disadvantages, and thus could have a material adverse effect on our business, financial condition and results of operations.
Any failure of us or our associated third parties to maintain the security of our network systems and the proprietary, confidential, and personal data in our possession, including via the penetration of our network security and the misappropriation of proprietary, confidential and personal information, could result in costly investigations and remediation, business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also result in deterioration in our employees’, customers’, suppliers’ and business partners’ confidence in us and 26 Table of Contents other competitive disadvantages, and thus could have a material adverse effect on our business, financial condition and results of operations.
Our ability to negotiate favorable terms with those suppliers may be limited, and if those suppliers experience operational, financial, quality, or regulatory difficulties, or if those suppliers and/or their facilities refuse to supply us or cease operations temporarily or permanently, or if those suppliers take unreasonable business positions, we could be forced to cease product manufacturing until the suppliers resume operations, until alternative suppliers could be identified and qualified, or permanently if the suppliers do not resume operations and no alternative suppliers could be identified and qualified.
As a result, our ability to negotiate favorable terms with those suppliers may be limited, and if those suppliers experience operational, financial, quality, or regulatory difficulties, or if those suppliers and/or their facilities refuse to supply us or cease operations temporarily or permanently, or if those suppliers take unreasonable business positions, we could be forced to cease product manufacturing until the suppliers resume operations, until alternative suppliers could be identified and qualified, or permanently if the suppliers do not resume operations and no alternative suppliers could be identified and qualified.
The extent to which public health crises, including health pandemics and epidemics and other outbreaks, impact our business operations, financial performance and results of operations remains uncertain and will depend on many factors outside our control, including the timing, extent, trajectory and duration of the public health crisis, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, and the imposition of 29 Table of Contents protective public safety measures.
The extent to which public health crises, including health pandemics and epidemics and other outbreaks, impact our business operations, financial performance and results of operations remains uncertain and will depend on many factors outside our control, including the timing, extent, trajectory and duration of the public health crisis, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, and the imposition of protective public safety measures.
We expect our operating results to fluctuate significantly from period to period. Our revenue, operating margins and other operating results have varied significantly in the past and may continue to fluctuate from period to period in the future due to a variety of factors, many of which are beyond our control.
Our revenue, operating margins and other operating results have varied significantly in the past and may continue to fluctuate from period to period in the future due to a variety of factors, many of which are beyond our control.
Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, and distribution of cells and tissues, and component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks with respect to these or other products we manufacture or sell could result in an unsafe condition or injury.
Customers use our products to maintain the health and 17 Table of Contents function of biologic material during sourcing, manufacturing, storage, and distribution of cells and tissues, and component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks with respect to these or other products we manufacture or sell could result in an unsafe condition or injury.
Specifically, in both the United States and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our products profitably, including by limiting the prices we are able to charge for our products, the amounts of reimbursement available for our products or the acceptance and availability of our products.
Specifically, in both the United States and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our products profitably, including by limiting the prices we are able to charge for our products or the acceptance and availability of our products.
We are unable to guarantee the success of any acquisitions that we complete and such acquisitions may not be, or remain, 21 Table of Contents profitable. Our failure to successfully address the foregoing integration risks may prevent us from achieving the anticipated benefits from any acquisition in a reasonable time frame, or at all.
We are unable to guarantee the success of any acquisitions that we complete and such acquisitions may not be, or remain, profitable. Our failure to successfully address the foregoing integration risks may prevent us from achieving the anticipated benefits from any acquisition in a reasonable time frame, or at all.
The patents for our products have varying expiration dates and, when these patents expire, we may be subject to increased competition and we may not be able to recover our development costs. In some of the larger economic territories, such as 22 Table of Contents the United States and Europe, patent term extension/restoration may be available.
The patents for our products have varying expiration dates and, when these patents expire, we may be subject to increased competition and we may not be able to recover our development costs. In some of the larger economic territories, such as the United States and Europe, patent term extension/restoration may be available.
There is substantial competition to 17 Table of Contents attract such key management personnel and the loss of one or more of these individuals could have a material adverse effect on our business and operating results. In addition, a critical factor to our business is our ability to attract and retain essential engineering, scientific, sales and management personnel.
There is substantial competition to attract such key management personnel and the loss of one or more of these individuals could have a material adverse effect on our business and operating results. In addition, a critical factor to our business is our ability to attract and retain essential engineering, scientific, sales and management personnel.
This exclusive forum provision may limit the ability of a stockholder to commence litigation in a forum that the stockholder prefers, or may require a stockholder to incur additional costs in order to commence litigation in Delaware or 27 Table of Contents U.S. federal district court, each of which may discourage such lawsuits against us or our directors or officers.
This exclusive forum provision may limit the ability of a stockholder to commence litigation in a forum that the stockholder prefers, or may require a stockholder to incur additional costs in order to commence litigation in Delaware or U.S. federal district court, each of which may discourage such lawsuits against us or our directors or officers.
If our competitors independently develop equivalent knowledge, methods, and know-how, we would not be able to assert our trade secrets against them and our business could be harmed. Expiration of our patents may subject us to increased competition and reduce our opportunity to generate product revenue.
If our competitors independently develop equivalent knowledge, methods, and know-how, we would not be able to assert our trade secrets against them and our business could be harmed. 23 Table of Contents Expiration of our patents may subject us to increased competition and reduce our opportunity to generate product revenue.
Each of these privacy, security and data protection laws and regulations could impose significant limitations and increase our cost of providing our products and services where we process end user personal data and could harm our results of operations and expose us to significant fines, penalties and other damages.
Each of these privacy, security and data 19 Table of Contents protection laws and regulations could impose significant limitations and increase our cost of providing our products and services where we process end user personal data and could harm our results of operations and expose us to significant fines, penalties, and other damages.
As a result, we proactively employ multiple methods at different layers of our systems to defend our systems against intrusion and attack and to protect the data we collect.
As a result of such breaches, we proactively employ multiple methods at different layers of our systems to defend our systems against intrusion and attack and to protect the data we collect.
We cannot predict the extent to which we might be required to seek licenses or alter our products or services so that they no longer infringe the rights of others. We also cannot guarantee that licenses will be available or the terms of any licenses we 23 Table of Contents may be required to obtain will be reasonable.
We cannot predict the extent to which we might be required to seek licenses or alter our products or services so that they no longer infringe the rights of others. We also cannot guarantee that licenses will be available or the terms of any licenses we may be required to obtain will be reasonable.
Accordingly, a material weakness increases the risk that the financial information we report contains material errors. In the course of making our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, we identified one material weakness.
Accordingly, a material weakness increases the risk that the financial information we report contains material errors. 29 Table of Contents In the course of making our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, we identified one material weakness.
To support our current and prospective clinical customers, we and our outsources manufacturers comply with, and intend to continue to comply with, cGMP in the manufacture of our products.
To support our current and prospective clinical customers, we and our outsource manufacturers comply with, and intend to continue to comply with, cGMP in the manufacture of our products.
Any future determination to pay dividends will be at the discretion of our board of directors (the "Board"), subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend on our results 26 Table of Contents of operations, financial condition, capital requirements, contractual arrangements and other factors that our Board deems relevant.
Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend on our results of operations, financial condition, capital requirements, contractual arrangements and other factors that our Board deems relevant.
Our ability to use net operating loss and tax credit carryforwards and certain built-in losses to reduce future tax payments is limited by provisions of the Internal Revenue Code, and it is possible that certain transactions or a combination of certain transactions may result in material additional limitations on our ability to use our net operating loss and tax credit carryforwards.
Our ability to use NOL and tax credit carryforwards and certain built-in losses to reduce future tax payments is limited by provisions of the Internal Revenue Code, and it is possible that certain transactions or a combination of certain transactions may result in material additional limitations on our ability to use our NOL and tax credit carryforwards.
Generally, if an ownership change occurs, the yearly taxable income limitation on the use of net operating loss and tax credit carryforwards and certain built-in losses is equal to the product of the applicable long-term, tax-exempt rate and the value of our stock immediately before the ownership change.
Generally, if an ownership change occurs, the yearly taxable income limitation on the use of NOL and tax credit carryforwards and certain built-in losses is equal to the product of the applicable long-term, tax-exempt rate and the value of our stock immediately before the ownership change.
If our quarterly operating results fail to meet expectations of investors or research analysts, the price of our common stock may decline. If intangible assets and goodwill become impaired, we may have to take significant charges against earnings. As of December 31, 2024 the net carrying value of our goodwill and other intangible assets totaled $221.9 million.
If our quarterly operating results fail to meet expectations of investors or research analysts, the price of our common stock may decline. If intangible assets and goodwill become impaired, we may have to take significant charges against earnings. As of December 31, 2025 the net carrying value of our goodwill and other intangible assets totaled $212.8 million.
Section 382 and 383 of the Internal Revenue Code of 1986, as amended, contain rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock over a three-year period, to utilize its net operating loss and tax credit carryforwards and certain built-in losses recognized in years after the ownership change.
Section 382 and 383 of the Internal Revenue Code contain rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock over a three-year period, to utilize its NOL and tax credit carryforwards and certain built-in losses recognized in years after the ownership change.
If we lose any of these large customers or if there are disruptions in the sales of these products, our net product revenue and operating results could decline significantly. During the years ended December 31, 2024, 2023, and 2022, we derived approximately 28%, 25%, and 32% of our revenue from two customers, respectively.
If we lose any of these large customers or if there are disruptions in the sales of these products, our net product revenue and operating results could decline significantly. During the years ended December 31, 2025, 2024, and 2023, we derived approximately 29%, 32%, and 29% of our revenue from three customers, respectively.
There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty regarding future incentives for energy-efficiency and costs of compliance, which may impact the demand for our products and services, our costs associated with providing our products and services, and our results of operations and financial condition.
There continues to be a lack of consistent climate legislation among local, state, federal and international governmental authorities, which creates economic and regulatory uncertainty regarding future incentives for energy-efficiency and costs of compliance, which may impact the demand for our products and services, our costs associated with providing our products and services, and our results of operations and financial condition.
We may not be successful in defending these claims, and even if we are successful, litigation could result in substantial cost and be a distraction to our management and other employees.
We may not be successful in 25 Table of Contents defending these claims, and even if we are successful, litigation could result in substantial costs and be a distraction to our management and other employees.
These measures have been breached in the past, and we cannot be certain that they will be successful and sufficient to counter current and emerging technology threats that are designed to breach our systems in order to gain access to confidential information.
However, we cannot be certain that these measures will be successful and sufficient to counter current and emerging technology threats that are designed to breach our systems in order to gain access to confidential information.
In the years ended December 31, 2024, 2023, and 2022, we derived approximately 73%, 73%, and 77% of our revenue from CryoStor products, respectively. Our principal customers may vary from period to period and such customers may not continue to purchase products from us at current levels or at all.
In the years ended December 31, 2025, 2024, and 2023, we derived approximately 82%, 80%, and 82% of our revenue from CryoStor products, respectively. Our principal customers may 16 Table of Contents vary from period to period and such customers may not continue to purchase products from us at current levels or at all.
Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our board of director’s attention and resources from our business.
Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert the attention of our management and our board of directors (our “Board”) and resources from our business.
Further, the inability of some of our customers to consummate anticipated purchases of our products due to changes in end- 16 Table of Contents user demand, and other unpredictable factors that may affect customer ordering patterns could lead to significant reductions in net product revenue which could harm our business.
Further, the inability of some of our customers to consummate anticipated purchases of our products due to changes in end-user demand, and other unpredictable factors that may affect customer ordering patterns could lead to significant reductions in net product revenue which could harm our business. We expect our operating results to fluctuate significantly from period to period.
Our success will depend on our ability to attract and retain key personnel. Our success in implementing our business strategy depends largely on the skills, experience and performance of key members of our executive management team and others in key management positions.
Our success in implementing our business strategy depends largely on the skills, experience and performance of key members of our executive management team and others in key management positions.
Any inability to provide reliable financial reports or prevent fraud could harm our business. We regularly review and update our system of internal control over financial reporting, disclosure controls and procedures, and corporate governance policies. In addition, we are required under the Sarbanes-Oxley Act of 2002 to report annually on our internal control over financial reporting.
We regularly review and update our system of internal control over financial reporting, disclosure controls and procedures, and corporate governance policies. In addition, we are required under the Sarbanes-Oxley Act of 2002 to report annually on our internal control over financial reporting.
We cannot assure you that, in the future, our current or alternative sources for manufacturing supplies will be able to meet all our demands on a timely basis.
We cannot assure you that, in the future, our current or alternative sources for materials, supplies, and services used in our product manufacturing, as well as some of our products, will be able to meet all our demands on a timely basis.
As of December 31, 2024, based on our review of public filings and our records, one of our existing stockholders, Casdin Capital, LLC owned 8,707,165 shares of our common stock, representing 18.6% of the issued and outstanding shares of common stock.
As of December 31, 2025, based on our review of public filings and our records, one of our existing stockholders, Casdin Capital, LLC owned 5,957,165 shares of our common stock, representing 12.4% of the issued and outstanding shares of common stock.
The material weakness identified was in relation to not maintaining effective internal controls to verify that key inputs for our stock-based awards were entered correctly into the equity system early in 2024, which was attributable to an outdated internal policy with unclear guidance regarding appropriate inputs.
The material weakness identified was in relation to not maintaining effective internal controls to verify that key inputs for our stock-based awards were entered correctly into the equity system early in 2024, which was attributable to an outdated internal policy with unclear guidance regarding appropriate inputs The aforementioned material weaknesses did not result in any identified material misstatements to our financial statements, and there were only immaterial changes to previously released financial results.
A loss of key personnel or their work product could diminish or prevent our ability to commercialize our products, which could have an adverse effect on our business, results of operations and financial condition. 24 Table of Contents Our inability to protect our information systems and networks and the proprietary and confidential information in our possession from continually evolving cybersecurity risks or other technological risks, including as a result of breaches of our associated third parties' information technology systems, could materially adversely impact our business, financial condition and results of operations, in addition to our reputation and relationships with our employees, customers, suppliers and business partners.
Our inability to protect our information systems and networks and the proprietary and confidential information in our possession from continually evolving cybersecurity risks or other technological risks, including as a result of breaches of our associated third parties' information technology systems, could materially adversely impact our business, financial condition and results of operations, in addition to our reputation and relationships with our employees, customers, suppliers and business partners.
Our Amended and Restated Bylaws designate the Court of Chancery of the State of Delaware and U.S. federal district courts as the exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which limits our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or other employees.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management. 28 Table of Contents Our Amended and Restated Bylaws designate the Court of Chancery of the State of Delaware and U.S. federal district courts as the exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which limits our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or other employees.
Any reduction or impairment of value of intangible assets and goodwill will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods. We depend on outside suppliers for all our manufacturing supplies, parts and components.
Any reduction or impairment of value of intangible assets and goodwill will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods. Our success will depend on our ability to attract and retain key personnel.
For example, in the year ended December 31, 2024, the highest intra-day sale price of our common stock on NASDAQ was $28.88 per share and the lowest intra-day sale price of our common stock on NASDAQ was $14.50 per share. Our highest trading day volume was 1,692,900 shares traded and the lowest trading day volume was 106,600 shares traded.
For example, in the year ended December 31, 2025, the highest intra-day sale price of our common stock on Nasdaq was $29.62 per share and the lowest intra-day sale price of our common stock on Nasdaq was $19.10 per share. Our highest trading day volume was 1,625,800 shares traded and the lowest trading day volume was 105,900 shares traded.
While we are not currently subject to FDA or other regulatory approvals, if our products become subject to regulatory requirements, the manufacture and sale of our products may be delayed or prevented, or we may become subject to increased expenses.
Risks relating to the lingering effects of global supply chain disruptions may even continue after current conflicts have subsided. While we are not currently subject to FDA or other regulatory approvals, if our products become subject to regulatory requirements, the manufacture and sale of our products may be delayed or prevented, or we may become subject to increased expenses.
A catastrophic event that results in the destruction or disruption of our data centers or our critical business or information technology systems would severely affect our ability to conduct normal business operations and, as a result, our operating results would be adversely affected.
If any of these events result in the destruction or disruption of our data centers or our critical business or information technology systems it could severely affect our ability to conduct normal business operations and, as a result, our operating results would be adversely affected. Tariffs and other trade policies could have a substantial impact on our business.
Unavailability of necessary components could require us to re-engineer our products to accommodate available substitutions, which could increase costs to us and/or have a material adverse effect on manufacturing schedules, products performance and market acceptance. We might not be able to find a sufficient alternative supplier in a reasonable amount of time, or on commercially reasonable terms, if at all.
Unavailability of necessary components could require us to re-engineer our products to accommodate available substitutions, which could increase costs to us and/or have a material adverse effect on our manufacturing schedules, products’ performance and market acceptance.
In addition, if we are unable to procure a component from one of our outside manufacturers, we may be required to enter into arrangements with one or more alternative manufacturing companies, which may cause delays in producing components or result in significant increase in expenses.
In addition, if we are unable to procure a component from one of our outside manufacturers, we may be required to enter into arrangements with one or more alternative manufacturing companies, which may cause delays in producing components or result in significant increase in expenses. 18 Table of Contents We are dependent on our suppliers and third-party manufacturers, including single-source and sole-source suppliers, and disruptions in our supply chain could adversely affect our ability to manufacture and deliver products.
Our business and operations could be negatively affected by securities litigation or stockholder activism, which could impact the trading price and volatility of our common stock and may constrain capital deployment opportunities and adversely impact our ability to expand our business.
Any judgments or settlements in any pending litigation or future claims, litigation or investigation could have a material adverse effect on our business, financial condition, or results of operations or the price of our common stock. 20 Table of Contents Our business and operations could be negatively affected by securities litigation or stockholder activism, which could impact the trading price and volatility of our common stock and may constrain capital deployment opportunities and adversely impact our ability to expand our business.
Additionally, such securities litigation 20 Table of Contents and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel.
Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.
In addition, stockholder activism may constrain our capital deployment opportunities and may limit the types of investments that are available to us. Risks related to our acquisition strategy Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies.
Risks related to our acquisition and divestiture activities Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies.
As described in Item 9A — Controls and Procedures and elsewhere in this Form 10-K, Management identified material weaknesses in our internal control over financial reporting for the fiscal years ended December 31, 2024 and 2023. Effective internal control over financial reporting is necessary to provide reliable financial reports and to assist in the effective prevention of fraud.
As described in Item 9A — Controls and Procedures and elsewhere in this Form 10-K, Management concluded our disclosure controls and procedures were effective as of December 31, 2025. However, Management identified a material weakness in our internal control over financial reporting for the fiscal year ended December 31, 2024.
We may be required to incur significant expenses to comply with these regulations or to remedy any violations of these regulations. 19 Table of Contents Any failure by us to comply with applicable government regulations could also result in the cessation of our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability to carry on or expand our operations.
Any failure by us to comply with applicable government regulations could also result in the cessation of our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability to carry on or expand our operations. Healthcare reform measures could adversely affect our business and financial results.
Future regulations or voluntary actions on our part in response to climate change could result in costly changes to our facilities to reduce carbon emissions and could increase energy costs as a result of switching to less carbon-intensive, but more expensive, sources of energy to operate our facilities and to transport and ship products and samples.
They could also increase energy costs as a result of switching to less carbon-intensive, but more expensive, sources of energy to operate our facilities and to transport and ship products and samples.
Our products and services are subject to and affected by environmental regulation by federal, state, and local authorities in the United States and regulatory authorities with jurisdiction over our international operations.
Our products and services are subject to and affected by environmental regulation by federal, state, and local authorities in the United States and regulatory authorities with jurisdiction over our international operations. Future regulations or voluntary actions on our part in response to climate change could result in costly changes to our facilities to reduce carbon emissions.
ITEM 1A. RISK FACTORS Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, before deciding to invest in our common stock.
You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, including our financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our common stock.
Failure to comply with reporting requirements could also subject us to sanctions and/or investigations by the SEC, The NASDAQ Stock Market LLC or other regulatory authorities.
Failure to comply with reporting requirements could also subject us to sanctions and/or investigations by the SEC, The Nasdaq Stock Market LLC or other regulatory authorities. Changes in tax laws and regulations could adversely affect our financial condition and results of operations. We are subject to regular examination by the U.S.
Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, the price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.
Further, the price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism. In addition, stockholder activism may constrain our capital deployment opportunities and may limit the types of investments that are available to us.
We may be unable to offset our taxable income with losses, or our tax liability with credits, before such losses and credits expire and therefore would incur larger federal income tax liability. Risks related to disruptive events Public health crises have adversely affected, and could in the future adversely affect, our business, financial condition. results of operations and cash flows.
We may be unable to offset our taxable income with losses, or our tax liability with credits, before such losses and credits expire and therefore would incur larger federal income tax liability. 30 Table of Contents Risks related to disruptive events Natural disasters, geopolitical unrest, war, terrorism, public health issues or other catastrophic events could disrupt the supply, delivery or demand of products, which could negatively affect our operations and performance.
There have been significant tariffs imposed on imported goods within the U.S. and there are currently indications that future tariffs are likely to be imposed. The imposition of such tariffs may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States.
Throughout 2025 and during the first quarter of 2026, there have been significant tariffs imposed on imported goods within the United States and there are currently indications that future tariffs are likely to be imposed.
U.S. relations with the rest of the world remains uncertain with respect to taxes, trade policies and tariffs, especially under an increasingly volatile political landscape within the U.S. and abroad. Changes in U.S. administrative policy may lead to significant increases in tariffs for imported goods among other possible changes.
Our business is dependent upon the availability of supplies for our products. U.S. relations with the rest of the world remain uncertain with respect to taxes, trade policies, and tariffs, especially under an increasingly volatile political landscape within the United States and abroad.
Such access has led and could lead in the future to the compromise of sensitive, business, personal or confidential information or instructions to transfer funds by us or customers to unauthorized recipients. In the third quarter during the year ended December 31, 2022, we experienced an immaterial security breach that successfully redirected payments from our customers to unauthorized bank accounts.
Such access has led and could lead in the future to the compromise of sensitive, business, personal or confidential information or instructions to transfer funds by us or customers to unauthorized recipients. Although we have experienced security breaches in the past, none of these breaches have resulted in a material liability or loss to us.
However, elements of our remediation plans can only be accomplished over time and we can offer no assurance that these initiatives will ultimately have the intended effects. Any failure to establish and maintain effective internal control over financial reporting and disclosure controls and procedures could adversely impact our ability to report our financial results on a timely and accurate basis.
To address our material weaknesses, we had implemented the remediation plans described in Item 9A — Controls and Procedures in this Form 10-K. Any failure to establish and maintain effective internal control over financial reporting and disclosure controls and procedures could adversely impact our ability to report our financial results on a timely and accurate basis.
Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Any judgments or settlements in any pending litigation or future claims, litigation or investigation could have a material adverse effect on our business, financial condition, or results of operations or the price of our common stock.
Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws.
We are subject to the risk of disruption by earthquakes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war, terrorist attacks and other hostile acts and other events beyond our control and the control of the third parties on which we depend.
Earthquakes, floods and other natural disasters, fire, power shortages, geopolitical unrest or other political conditions (including government shutdowns), wars and other military conflicts (such as the ongoing war in Ukraine, conflict in the Middle East and recent U.S. involvement in Venezuela), terrorist attacks and other hostile acts and other events beyond our control and the control of the third parties on which we depend could negatively affect our operations and performance.
In addition, the potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperature averages or extremes.
These impacts may include changes in global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperature averages or extremes. These impacts may also adversely affect our properties, our business, financial condition and results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Risks related to our common stock 25 Table of Contents Our stock price and volume may be volatile, and purchasers of our securities could incur substantial losses.
Compliance with new or changing laws, regulations, or industry standards relating to AI may impose significant operational and financial burdens and may limit our ability to develop, deploy, or use AI technologies in our business. Risks related to our common stock Our stock price and volume may be volatile, and purchasers of our securities could incur substantial losses.
If we fail to obtain an alternative supplier for the components of our products, our operations could be disrupted. In addition, an uncorrected defect or supplier’s variation in a component or raw material, either unknown to us or incompatible with our manufacturing process, could harm our ability to manufacture products.
We might not be able to find a sufficient alternative supplier in a reasonable amount of time, or on commercially reasonable terms, if at all. If we fail to obtain an alternative supplier for the components of our products, our operations could be disrupted.
Our Board could rely on Delaware law to prevent or delay an acquisition of us. These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management.
Our Board could rely on Delaware law to prevent or delay an acquisition of us.
As a result, the acquisition and integration of acquired businesses may not contribute to our earnings as expected and we may not achieve the other anticipated strategic and financial benefits of such transactions. Risks related to our intellectual property and cyber security Our proprietary rights may not adequately protect our technologies and products.
Any future divestitures may result in similar costs and risks. Risks related to our intellectual property, cyber security, and artificial intelligence Our proprietary rights may not adequately protect our technologies and products.
Ongoing and future conflicts and other geopolitical events may result in sanctions or other export controls imposed by the U.S. or United Nations. 30 Table of Contents As we increase sales in international markets, any such international instability and reduction in global trade could negatively impact our expansion plans and international sales.
Unfavorable currency exchange rate fluctuations may impact our operating margins, or may cause us to raise prices for our products and services, which could result in reduced sales. As we increase sales in international markets, any such international instability and reduction in global trade could negatively impact our expansion plans and international sales.
These political and economic changes could have a material effect on global economic conditions and the stability of financial markets and could significantly reduce global trade. In addition to potential increases on tariffs, wars or conflicts could affect our ability to obtain raw materials.
Political tensions resulting from changes in U.S. trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets and could significantly reduce global trade.
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We rely on outside suppliers, including several single-source suppliers, for all our manufacturing supplies, parts and components.
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ITEM 1A. RISK FACTORS Investing in our common stock involves a high degree of risk.
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Healthcare reform measures could adversely affect our business and financial results.
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Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations or financial condition.
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Even if we are able to successfully integrate acquired businesses, we may not be able to realize the revenue and other synergies and growth that we anticipated from the acquisition in the time frame that we expected, and the costs of achieving these benefits may be higher than what we expected.
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We are dependent on our suppliers and third-party manufacturers to provide quality products and components. Some of the materials, supplies, and services used in our product manufacturing, as well as some of our products, are sourced from single- or sole-source suppliers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY We have a thorough process for identifying, assessing, and managing cybersecurity risks within our broader risk management framework. We gather insights from external experts and internal threat intelligence teams for our cybersecurity risk management program. A dedicated team oversees cybersecurity risk management, led by professionals with deep expertise, including our Vice President, Cybersecurity and Information Security Officer.
Biggest changeThe cybersecurity team gathers insights from external experts and internal threat intelligence teams to support our cybersecurity risk management program. A dedicated team oversees cybersecurity risk management, led by professionals with deep expertise, including our Vice President of Technology, who has over 20 years of experience in technology and cybersecurity focused roles.
Our executive leadership, supported by our cybersecurity team, oversees our enterprise risk management and regularly considers cybersecurity and other material risks. Within our cybersecurity risk management system, our incident management team tracks and logs privacy and security incidents across the Company and third-party service providers. Significant incidents undergo review by a cross-functional group, with immediate escalation for potentially material incidents.
Our executive leadership, supported by our cybersecurity team, oversees our enterprise risk management and regularly considers cybersecurity and other material risks. We promote a culture of security, sending out monthly cybersecurity awareness trainings to our employees. Within our cybersecurity risk management system, our incident management team tracks and logs privacy and security incidents across the Company and third-party service providers.
While our business strategy and financial condition have not been materially affected by cybersecurity risks, we cannot guarantee future immunity. For more details, refer to Item 1A Risk Factors in our Annual Report on Form 10-K.
Senior management regularly updates the Audit Committee on cyber risks and any material incidents. While our business strategy and financial condition have not been materially affected by cybersecurity risks, we cannot guarantee future immunity. For more details, refer to Part I, Item 1A, “Risk Factors” in this Annual Report.
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We consult with outside counsel as needed, with final decisions made by senior management. The Audit Committee oversees cybersecurity risks and incidents, ensuring compliance with disclosure requirements and cooperation with law enforcement. Senior management regularly updates the committee on cyber risks and any material incidents.
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ITEM 1C. CYBERSECURITY We have a thorough process for identifying, assessing, and managing cybersecurity risks. We design and assess our cybersecurity risk management program leveraging the National Institute of Standards and Technology Cybersecurity Framework ("NIST") within our broader risk management framework.
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Significant incidents undergo review by a cross-functional group, with immediate escalation for potentially material incidents. We have an incident response retainer with a leading professional services network, ensuring immediate support in the event of a cybersecurity incident. We consult with outside counsel as needed, with final decisions made by the CFO and CEO.
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The Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of steps the Company has taken to monitor or mitigate significant cybersecurity risks. The Audit Committee additionally ensures compliance with disclosure requirements and cooperation with law enforcement.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES Our material office and manufacturing leases are detailed below: Location Square Feet Principal Use Lease Expiration Bothell, WA 75,168 Corporate headquarters, manufacturing, research and development, marketing, and administrative offices July 2031 Woodinville, WA 13,578 Warehouse January 2030 Albuquerque, NM 2,940 Research and development and administrative offices April 2027 Indianapolis, IN 11,415 Manufacturing, research and development, and administrative offices December 2026 We consider the facilities to be in a condition suitable for their current uses.
Biggest changePROPERTIES Our material office and manufacturing leases are detailed below: Location Square Feet Principal Use Lease Expiration Bothell, WA 75,241 Corporate headquarters, manufacturing, research and development, marketing, and administrative offices July 2031 Woodinville, WA 13,578 Warehouse February 2030 Manchester, CT 524 Research and development August 2026 Indianapolis, IN 10,890 Manufacturing, research and development, and administrative offices June 2027 Edmonton, AB 200 Research and development March 2026 Ottawa, ON 200 Research and development December 2026 We consider the facilities to be in a condition suitable for their current uses.
Due to the increasing requirements of customers or regulatory agencies, we may need to acquire additional space or upgrade and enhance existing space. We believe that adequate facilities will be available upon the conclusion of our leases.
Due to the increasing requirements of customers or regulatory agencies, we may need to acquire additional space or upgrade and enhance existing space. We believe that adequate facilities will be available upon the conclusion of our leases. 33 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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MINE SAFETY DISCLOSURES Not applicable. PART II 31 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following graph shows the cumulative total stockholder return on our common stock with the cumulative total return of the S&P Small Cap 600 Index and our peer group, assuming an initial investment of $100 on December 31, 2019 and the reinvestment of all dividends. Issuer repurchases of equity securities Not applicable.
Biggest changeThe following graph shows the cumulative total stockholder return on our common stock with the cumulative total return of the S&P Small Cap 600 Index and our peer group, assuming an initial investment of $100 on December 31, 2020 and the reinvestment of all dividends. 34 Table of Contents Issuer repurchases of equity securities Not applicable. ITEM 6. RESERVED Reserved.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market information for common stock Our common stock is traded on the NASDAQ Stock Market under the trading symbol “BLFS.” Stockholders and dividends As of February 24, 2025, there were approximately 221 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market information for common stock Our common stock is traded on the Nasdaq Stock Market under the trading symbol “BLFS.” Stockholders and dividends As of February 19, 2026, there were approximately 214 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeChange in cash, cash equivalents, and available-for-sale securities On December 31, 2024, we had $109.2 million in cash, cash equivalents, and available-for-sale securities, compared to $44.7 million as of December 31, 2023, as follows: 40 Table of Contents Year Ended December 31, 2024 vs. 2023 (In thousands, except percentages) 2024 2023 $ Change % Change Cash and cash equivalents $ 95,386 $ 27,896 $ 67,490 242 % Available-for-sale securities 13,826 16,836 (3,010) (18) % Maturities in less than one year 9,198 16,288 (7,090) (44) % Maturities in greater than one year 4,628 548 $ 4,080 745 % Total cash, cash equivalents, and available-for-sale securities $ 109,212 $ 44,732 $ 64,480 144 % The increase in cash and cash equivalents of $67.5 million as of December 31, 2024 as compared with the year ended December 31, 2023 is primarily due to the proceeds received from the disposals of SciSafe and CBS, which were $71.3 million and $3.4 million, respectively.
Biggest changeChange in cash, cash equivalents, and available-for-sale securities 43 Table of Contents On December 31, 2025, we had $120.2 million in cash, cash equivalents, and available-for-sale securities, compared to $105.4 million as of December 31, 2024, as follows: Year Ended December 31, 2025 vs. 2024 (In thousands, except percentages) 2025 2024 $ Change % Change Cash and cash equivalents $ 33,038 $ 91,538 $ (58,500) (64) % Available-for-sale securities 87,139 13,826 73,313 530 % Maturities in less than one year 55,889 9,198 46,691 508 % Maturities in greater than one year 31,250 4,628 26,622 575 % Total cash, cash equivalents, and available-for-sale securities $ 120,177 $ 105,364 $ 14,813 14 % The decrease in cash and cash equivalents of $58.5 million as of December 31, 2025 as compared with the year ended December 31, 2024 is primarily due to $73.3 million of net investments into available-for-sale securities during the current year, investments in capital expenditure of $9.5 million, and the IPR&D asset purchase in the PanTHERA Transaction of $10.2 million.
The fair value of restricted stock, including performance awards, without a market condition is estimated using the current market price of our common stock on the date of grant. We expense stock-based compensation for stock options, restricted stock awards, and performance awards over the requisite service period.
The fair value of restricted stock, including performance awards, without a market condition is estimated using the current market price of our common stock on the date of grant. We expense stock-based compensation for stock options and restricted stock awards over the requisite service period.
We also incurred additional expenses related to the transaction, including $0.1 million to the brokers, attorneys, and other external parties for legal and other transaction services. We also recognized $2.0 million in stock compensation expense in connection with the acceleration of unvested shares for all former employees that remained with CBS upon the closing of this transaction.
We also incurred additional expenses related to the CBS Divestiture, including $0.1 million to the brokers, attorneys, and other external parties for legal and other transaction services. We also recognized $2.0 million in stock compensation expense in connection with the acceleration of unvested shares for all former employees that remained with CBS upon the closing of this transaction.
Cash flows We have elected to present the Consolidated Statements of Cash Flows on a consolidated basis rather than a continuing operations basis with effect to the divestitures of Global Cooling, SciSafe, and CBS. The discussions regarding changes in cash activity in this section are therefore reflective of consolidated results inclusive of operating results of the divested entities.
Cash flows We have elected to present the Consolidated Statements of Cash Flows on a consolidated basis rather than a continuing operations basis with effect to the divestitures of SAVSU, CBS, SciSafe, and Global Cooling. The discussions regarding changes in cash activity in this section are therefore reflective of consolidated results inclusive of operating results of the divested entities.
Lease obligations We have various operating and financing lease agreements for office space, warehouses, manufacturing, research equipment, machinery, and production locations as well as vehicles and other equipment. Lease obligations are described in Note 7: Leases of the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
Lease obligations We have various operating lease agreements for office space, warehouses, manufacturing, research equipment, machinery, and production locations as well as vehicles and other equipment. Lease obligations are described in Note 7: Leases of the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
Reflects fair value adjustments to our investment in iVexSol (as defined in Note 5: Investments within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report).
Change in fair value of investments Reflects fair value adjustments to our investment in iVexSol (as defined in Note 5: Investments within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report).
The impact of any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results. Although we believe that our estimates, assumptions, and judgements are reasonable, they are based upon information presently available.
The impact of any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available.
If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 90 days.
If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 60 days.
We actively evaluate various strategic transactions on an ongoing basis, including acquiring complementary products, technologies or businesses that would complement our existing portfolio. We continue to seek to acquire such potential assets that may offer us the best opportunity to create value for our shareholders.
We actively evaluate various strategic transactions on an ongoing basis, including acquiring complementary products, technologies or businesses that would augment our existing portfolio. We continue to seek to acquire such potential assets that may offer us the best opportunity to create value for our shareholders.
Reflects the non-cash gain associated with our post-closing adjustments for indemnifications and negotiated terms in connection with our acquisition of Global Cooling in 2023, and subsequent release and cancellation of these shares of our common stock from the third-party escrow account established in connection with that transaction.
Gain on settlement of Global Cooling escrow Reflects the non-cash gain associated with our post-closing adjustments for indemnifications and negotiated terms in connection with our acquisition of Global Cooling, and subsequent release and cancellation of these shares of our common stock from the third-party escrow account established in connection with that transaction in 2023.
The following summarizes certain of our contractual obligations as of December 31, 2024 and the effect such obligations are expected to have on our cash flows in the next fiscal year: Long-term debt, including interest These amounts represent expected cash payments, including principal and interest.
The following summarizes certain of our contractual obligations as of December 31, 2025 and the effect such obligations are expected to have on our cash flows in the next fiscal year: Long-term debt, including interest These amounts represent expected cash payments, including principal and interest.
As a result, a full valuation allowance on its deferred tax assets was recorded as of December 31, 2024. The Company will continue to assess the realizability of its assets going forward and will adjust the valuation allowance as needed.
As a result, a full valuation allowance on its deferred tax assets was recorded as of December 31, 2025. The Company will continue to assess the realizability of its assets going forward and will adjust the valuation allowance as needed.
Contractual obligations Our cash flows from operations are dependent on a number of factors, including fluctuations in our operating results, accounts receivable collections, inventory management, and the timing of tax and other payments. As a result, the impact of contractual obligations on our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.
Contractual obligations Our cash flows from operations depend on a number of factors, including fluctuations in our operating results, accounts receivable collections, inventory management, and the timing of tax and other payments. As a result, the impact of contractual obligations on our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.
Our effective tax rate for 2024 was lower than the U.S. statutory rate of 21% primarily due to the change in our valuation allowance.
Our effective tax rate for 2025 was lower than the U.S. statutory rate of 21% primarily due to the change in our valuation allowance.
For additional information on the divestiture of SciSafe, see Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. On November 14, 2024, we consummated the CBS Divestiture. In connection with the closing of the transaction, we received net proceeds of $3.4 million.
For additional information on the CBS Divestiture, see Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. On November 12, 2024, we consummated the SciSafe Divestiture. In connection with the closing of this transaction, we received net proceeds of $71.3 million.
We also incurred additional expenses related to this transaction, including $0.5 million to the brokers, attorneys, and other external parties for legal and other transaction services, and incurred $0.4 million in severance costs.
We also incurred additional expenses related to SciSafe Divestiture, including $0.5 million to the brokers, attorneys, and other external parties for legal and other transaction services, and incurred $0.4 million in severance costs.
We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Contracts with customers may contain multiple performance obligations.
We only apply the five-step model to contracts when 36 Table of Contents it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Contracts with customers may contain multiple performance obligations.
It is probable that we will be subject to sales tax liabilities plus 42 Table of Contents interest and penalties relating to historical activity in certain states. We have estimated a contingent liability for sales tax which is recorded in the Consolidated Balance Sheet.
It is probable that we will be subject to sales tax liabilities plus interest and penalties relating to historical activity in certain states. We have estimated a contingent liability for sales tax which is recorded in the Consolidated Balance Sheet.
The fair value of the contingent consideration is remeasured each reporting period, with any change in the value recorded in our Consolidated Statements of Operations as change in fair value of contingent consideration. During the year ended December 31, 2023, all contingent consideration liabilities were written off upon assessment of the probability we would achieve certain revenue targets for earnouts.
The fair value of the contingent consideration is remeasured each reporting period, with any change in the value recorded in our Consolidated Statements of Operations as change in fair value of contingent consideration. During the year ended December 31, 2023, all contingent consideration liabilities were written off upon the conclusion that we would not achieve certain revenue targets for earnouts.
As of December 31, 2024, the Company has an unrecognized tax benefit of $1.2 million related to tax attributes being carried forward. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available.
As of December 31, 2025, the Company has an unrecognized tax 38 Table of Contents benefit of $1.2 million related to tax attributes being carried forward. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available.
For awards with only a service condition, we expense stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we expense over the vesting period regardless of the value that the award recipients will ultimately receive.
For awards with only a service condition, we expense stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we expense the grant date fair value over the vesting period regardless of the value that the award recipients ultimately receive.
We also earn interest on cash held in our money market account and on our available-for-sale security investments. Decreases in interest expense, net during the year ended December 31, 2024 is attributed to the increases in interest income from our available-for-sale securities compared to the year ended December 31, 2023. Change in fair value of investments.
We also earn interest on cash held in our money market account and on our available-for-sale security investments. Decreases in interest expense, net during the year ended December 31, 2025 is attributed to the increases in interest income from our available-for-sale securities compared to the year ended December 31, 2024.
As of June 30, 2024, we determined that the fair value of its equity interest was less than its carrying amount, and no longer recoverable, triggering an impairment charge of $4.1 million, which represented the entirety of the value of the investment. Gain on settlement of Global Cooling escrow.
As of June 30, 2024, we determined that the fair value of its equity interest was less than its carrying amount, and no longer recoverable, triggering an impairment charge of $4.1 million, which represented the entirety of the value of the investment.
If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future 34 Table of Contents undiscounted cash flows.
If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows.
Based upon a review of the four 35 Table of Contents sources of income identified within ASC 740, Accounting for Income Taxes , the Company determined that the Company’s recorded deferred tax liabilities as of December 31, 2024 would be a sufficient source of taxable income to realize all of its deferred tax assets except for a portion of its net operating loss carryforwards.
Based upon a review of the four sources of income identified within Accounting Standard Codification ("ASC") 740, Accounting for Income Taxes , the Company determined that the Company’s recorded deferred tax liabilities as of December 31, 2025 would be a sufficient source of taxable income to realize all of its deferred tax assets except for a portion of its NOL carryforwards.
Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. 33 Table of Contents Revenue recognition To determine revenue recognition for contractual arrangements that we determine are within the scope of Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contracts with Customers , we perform the following five steps: (i) identify each contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to our performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the relevant performance obligation.
Revenue recognition To determine revenue recognition for contractual arrangements that we determine are within the scope of Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contracts with Customers , we perform the following five steps: (i) identify each contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to our performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the relevant performance obligation.
The liability includes significant judgments and estimates that may change in the future, and the liability may exceed our current estimate. We may be subject to examination by the relevant state tax authorities and we can provide no assurances that outcomes from these examinations will not have a significant effect on our operating results, financial condition, and cash flows.
We may be subject to examination by the relevant state tax authorities, and we can provide no assurances that outcomes from these examinations will not have a significant effect on our operating results, financial condition, and cash flows.
Research and development During the years ended December 31, 2024, 2023, and 2022, research and development (“R&D”) expense consisted primarily of personnel-related costs, consulting, research supplies, and milestone expenses related to third party research agreements. R&D expense decreased $4.2 million in the year ended December 31, 2024, or 34%, compared with the year ended December 31, 2023.
Research and development During the years ended December 31, 2025, 2024, and 2023, R&D expense consisted primarily of personnel-related costs, consulting, research supplies, and milestone expenses related to third-party research agreements. R&D expense increased $2.8 million in the year ended December 31, 2025, or 59%, compared with the year ended December 31, 2024.
Financing activities In the year ended December 31, 2024, cash used by financing activities was $6.8 million. The use of cash in financing activities was primarily related to $9.0 million in payments on our Term Loan, equipment loans, and financed insurance premiums. This was offset by proceeds from financed insurance premiums of $2.1 million.
The use of cash in financing activities was primarily related to $11.0 million in payments on our Term Loan and financed insurance premiums. In the year ended December 31, 2024, cash used by financing activities was $6.8 million.
On November 14, 2024, the Company entered into the CBS Purchase Agreement with CBS Buyer and CBS for the sale by the Company of all of the issued and outstanding CBS Shares to CBS Buyer.
On November 12, 2024, the Company entered into the SciSafe Purchase Agreement with the Sci Safe Buyer for the sale by Seller of all of the issued and outstanding SciSafe Shares to SciSafe Buyer.
Debt obligations are described in Note 13: Long-term debt of the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. As of December 31, 2024, our total obligations were $15.9 million, of which $10.9 million was short-term.
Debt obligations are described in Note 12: Long-term debt of the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. As of December 31, 2025, our total obligations were $5.0 million, all of which was short-term.
See Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report for further details regarding the divestiture. On November 12, 2024, the Company entered into the SciSafe Purchase Agreement with the Sci Safe Buyer for the sale by Seller of all of the issued and outstanding SciSafe Shares to SciSafe Buyer.
See Note 2: Acquisition within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report for further details regarding the transaction. On November 14, 2024, the Company entered into the CBS Purchase Agreement with CBS Buyer and CBS for the sale by the Company of all of the issued and outstanding CBS Shares to CBS Buyer.
For additional information on the divestiture of CBS, see Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
For additional information, see Note 11 within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
Significant cash and non-cash expenses related to divestitures On April 17, 2024, we consummated the Global Cooling Divestiture. In connection with the closing of the transaction, we provided $6.7 million in cash funding to effectuate the transaction and paid $0.6 million to the brokers, attorneys, and other external parties.
In connection with the closing of the transaction, we provided $6.7 million in cash funding to effectuate the Global Cooling Divestiture and paid $0.6 million to the brokers, attorneys, and other external parties.
The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. The Company operates as one reporting unit as of the goodwill impairment measurement date in the fourth quarter of 2024.
The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.
Contingent consideration We estimate the acquisition date fair value of the acquisition-related contingent consideration using various valuation approaches, including option pricing models and Monte Carlo simulations, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities.
The Company operates as one reporting unit as of the goodwill impairment measurement date in the fourth quarter of 2025. 37 Table of Contents Contingent consideration We estimate the acquisition date fair value of the acquisition-related contingent consideration using various valuation approaches, including option pricing models and Monte Carlo simulations, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities.
S&M expense increased $1.0 million, or 9%, in the year ended December 31, 2023, compared with the year ended December 31, 2022. The increase is primarily due to an increase in personnel expenses, including stock-based compensation expenses, of $1.2 million.
The increase is primarily due to increases in personnel expenses of $0.6 million, including stock-based compensation expenses of $0.2 million. S&M expense decreased $2.4 million, or 21% in the year ended December 31, 2024, compared with the year ended December 31, 2023.
Change in fair value of contingent consideration Change in fair value of contingent consideration consists of changes in estimated fair value of our potential earnouts related to previous acquisitions. The benefit recognized in the year ended December 31, 2023 related primarily to changes in our estimated probability of achieving earnout targets set forth within the purchase agreements.
The benefit recognized in the year ended December 31, 2023 related primarily to changes in our estimated probability of achieving earnout targets set forth within the purchase agreements.
We account for these rental transactions as operating leases and record rental revenue on a straight-line basis over the rental term. Intangible assets and goodwill Intangible assets Intangible assets with a definite life are amortized over their estimated useful lives using the straight-line method and the amortization expense is recorded within intangible asset amortization in the Consolidated Statements of Operations.
Intangible assets and goodwill Intangible assets Intangible assets with a definite life are amortized over their estimated useful lives using the straight-line method and the amortization expense is recorded within intangible asset amortization in the Consolidated Statements of Operations.
This increase was partially offset by cash used in financing activities of $6.8 million. Our available-for-sale securities consist of U.S. government securities, corporate debt securities, and other debt securities. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date.
This decrease was partially offset by $23.5 million in cash proceeds received from the SAVSU Divestiture and cash provided by operating activities of $20.1 million. Our available-for-sale securities consist of U.S. government securities, corporate debt securities, and other debt securities. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date.
As of December 31, 2024, our total obligations were $3.7 million, of which $3.1 million was short-term. Sales Tax We are in the process of evaluating a state sales tax liability analysis for states in which we have economic nexus, and collecting exemption documentation from our customers.
As of December 31, 2025, our total obligations were $14.5 million, of which $9.8 million was short-term. Sales Tax We remain in the process of evaluating our state sales tax liabilities for states in which we have economic nexus and collecting exemption documentation from our customers.
Significant changes in operating assets and liabilities include an increase of accounts receivable of $2.9 million, an increase of prepaid expenses of $2.4 million, and a decrease in accrued expenses of $6.5 million.
Significant changes in operating assets and liabilities include an increase of prepaid expenses of $3.0 million, a decrease of accounts payable of $2.1 million, and a decrease of accrued expenses of $1.1 million.
The decreases in G&A expenses for the year ended December 31, 2024 were offset by a $1.6 million increase in bonus expenses and a $0.5 million increase in insurance expenses compared with the year ended December 31, 2023. G&A expenses increased $10.0 million, or 30%, during the year ended December 31, 2023 compared with the year ended December 31, 2022.
The decreases in G&A expenses for the year ended December 31, 2024 were offset by increases in personnel expenses, including $1.6 million increase in bonus expenses and a $1.5 million increase in salaries compared with the year ended December 31, 2023.
As of December 31, 2024, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $165.2 million, which is available to reduce future taxable income. Approximately $38.7 million of NOL will expire from 2025 through 2037, and approximately $126.5 million of NOL will be carried forward indefinitely.
As of December 31, 2025, the Company had U.S. federal NOL carryforwards of approximately $168.4 million, which is available to reduce future taxable income. Approximately $38.6 million of NOLs will expire from 2026 through 2037, and approximately $129.8 million of NOLs will be carried forward indefinitely.
During the third and fourth quarters of 2023, we experienced a decrease in our revenues from our customers destocking inventory levels in addition to decreases in broader biotech funding that we did not experience during the year 36 Table of Contents ended December 31, 2024.
From the third and fourth quarters of 2023 through the first and second quarters of 2024, we experienced a decrease in our revenue from our customers destocking inventory levels in addition to decreases in broader biotech funding, which strongly recovered during the third and fourth quarters of the year ended December 31, 2024.
For additional information on the details of this transaction, the RIF and its related costs, see Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. On November 12, 2024, we consummated the SciSafe Divestiture. In connection with the closing of this transaction, we received net proceeds of $71.3 million.
For additional information on the PanTHERA Transaction, see Note 2: Acquisition within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. On November 14, 2024, we consummated the CBS Divestiture. In connection with the closing of the transaction, we received net proceeds of $3.4 million.
As of December 31, 2024, our total obligations were $14.2 million, of which $1.5 million was short-term.
As of December 31, 2025, our total obligations were $12.9 million, of which $2.2 million was short-term.
These policies require management’s most difficult, subjective, or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Critical accounting policies and estimates We have identified the policies and estimates below as being critical to our business operations and the understanding of our results of operations. These policies require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
We expect to incur continued spending related to our other existing product lines and expansion of our commercial capabilities for the foreseeable future. Our future capital requirements may include, but are not limited to, purchases of property and equipment, the acquisition of additional cell and gene therapy products and technologies, and continued investment in our intellectual property portfolio.
Our future capital requirements may include, but are not limited to, purchases of property and equipment, internal development of products and services, the acquisition of additional cell and gene therapy products and technologies, and continued investment in our intellectual property portfolio.
The decrease is primarily driven by a decrease of $1.4 million in severance expenses related to the departure of the former CEO in the prior year in addition to a decrease of $3.8 million in consulting expenses.
G&A expenses decreased $2.2 million, or 5%, during the year ended December 31, 2024 compared with the year ended December 31, 2023. The decrease was primarily driven by a decrease of $1.4 million in severance expenses related to the departure of the former CEO in the prior year in addition to a decrease of $3.8 million in consulting expenses.
The Company primarily recognizes product revenues, service revenues, and rental revenues. Product revenues are generated from the sale of biopreservation media and ThawSTAR products. We recognize product revenue, including shipping and handling charges billed to customers, when we transfer control of our products to our customers.
The Company primarily recognizes product revenues. Product revenues are generated from the sale of biopreservation media and cell processing tools. We recognize product revenue, including shipping and handling charges billed to customers, at a point in time when we transfer control of our products to our customers, which is upon shipment for substantially all transactions.
Significant changes in operating assets and liabilities include a decrease of accounts receivable of $15.3 million, an increase in inventory of $8.6 million, and a decrease in accounts payable of $8.4 million. 41 Table of Contents Investing activities Our investing activities provided $58.3 million of cash in the year ended December 31, 2024.
Significant changes in operating assets and liabilities include an increase of accounts receivable of $2.9 million, an increase of prepaid expenses of $2.4 million, and a decrease in accrued expenses of $6.5 million. 44 Table of Contents Investing activities Our investing activities used $71.5 million of cash in the year ended December 31, 2025.
Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 (In thousands, except percentages) 2024 2023 2022 $ Change % Change $ Change % Change Operating activities $ 8,431 $ (12,498) $ (8,488) $ 20,929 167 % $ (4,010) (47 %) Investing activities 58,300 17,837 (58,117) 40,463 227 % 75,954 131 % Financing activities (6,783) 10,591 16,316 (17,374) (164) % (5,725) (35) % Net increase in cash and cash equivalents $ 59,948 $ 15,930 $ (50,289) $ 44,018 276 % $ 66,219 132 % Operating activities In the year ended December 31, 2024, our operating activities provided cash of $8.4 million, reflecting non-cash charges totaling $28.6 million primarily related to stock-based compensation, gain recognized on disposals of subsidiaries, depreciation, amortization, and changes in fair value of investments.
Year Ended December 31, 2025 vs. 2024 2024 vs. 2023 (In thousands, except percentages) 2025 2024 2023 $ Change % Change $ Change % Change Operating activities $ 20,115 $ 8,431 $ (12,498) $ 11,684 139 % $ 20,929 167 % Investing activities (71,539) 58,300 17,837 (129,839) (223 %) 40,463 227 % Financing activities (10,924) (6,783) 10,591 (4,141) (61) % (17,374) (164) % Net (decrease) increase in cash and cash equivalents $ (62,348) $ 59,948 $ 15,930 $ (122,296) (204 %) $ 44,018 276 % Operating activities In the year ended December 31, 2025, our operating activities provided cash of $20.1 million, reflecting non-cash charges totaling $24.7 million primarily related to stock-based compensation, gain recognized on disposals of subsidiaries, the expense we incurred on the IPR&D asset purchased in the PanTHERA Transaction, depreciation, amortization, and changes in fair value of investments.
S&M expense decreased $3.1 million in the year ended December 31, 2024, or 24%, compared with the year ended December 31, 2023. The decrease is primarily due to decreases in personnel expenses, including stock-based compensation expenses of $1.8 million and $0.8 million in salaries from reduced headcount, and a $0.3 million decrease in consulting expenses.
The increase is primarily due to increases in personnel expenses, including $1.1 million in salaries from an increased headcount, $0.9 million in stock-based compensation, and $0.5 million in bonus expenses. R&D expenses decreased $0.8 million in the year ended December 31, 2024, or 14%, compared with the year ended December 31, 2023.
This decrease can be attributed to a $1.6 million decrease in supply expenses, a more favorable product mix, and increased operational efficiencies. The decrease in cost of product, rental, and service revenue was offset by a $0.2 million increase in shipping expenses compared to the year ended December 31, 2023.
In the year ended December 31, 2024, cost of revenue decreased $2.1 million, or 8%, from the year ended December 31, 2023. This decrease can be attributed to a more favorable product mix and increased operational efficiencies. Gross margin was 67% and 61% for the years ended December 31, 2024 and 2023, respectively.
We have in-house expertise in cryobiology and the broader CGT workflow, and continue to evaluate opportunities to maximize the value of our product platforms for our extensive customer base through organic growth innovations, partnerships, and acquisitions. Segment reporting Management views the Company's operations and makes decisions regarding how to allocate resources as one reportable segment and one reporting unit.
Our portfolio of tools and services focuses on biopreservation media and cell processing products. We have in-house expertise in cryobiology and the broader CGT workflow, and continue to evaluate opportunities to maximize the value of our product platforms for our extensive customer base through organic growth innovations, partnerships, and acquisitions.
The increase in product revenue was primarily driven by the $7.7 million, or 12%, increase in cell processing products from an increase in customer demand when compared to the prior year.
The increase in revenue was primarily driven by a $19.3 million, or 30%, increase in biopreservation media products from an increase in demand from customers with commercially approved therapies when compared to the prior year.
Intangible asset amortization expense Amortization expense consists of charges related to the amortization of intangible assets associated with the acquisitions of Sexton, SAVSU Technologies, Inc. (“SAVSU”), and Astero in which we acquired definite-lived intangible assets.
Intangible asset amortization expense Amortization expense consists of charges related to the amortization of intangible assets associated with previous acquisitions in which we acquired definite-lived intangible assets. Change in fair value of contingent consideration Change in fair value of contingent consideration consists of changes in estimated fair value of our potential earnouts related to previous acquisitions.
The decrease is primarily due to decreases in personnel expenses, including stock-based compensation expenses, of $2.4 million, a decrease of $0.9 million in salaries, and a decrease of $0.6 million in severance costs from reduced headcount compared to the prior fiscal year.
The decrease was primarily due to decreases in personnel expenses, including stock-based compensation expenses of $1.5 million and $0.5 million in salaries from reduced headcount. There was additionally decreases of $0.3 million in consulting expenses.
We had $73.4 million in proceeds from the divestitures of SciSafe and CBS, offset by cash payments of $13.0 million for the divestiture of Global Cooling. We additionally incurred $5.3 million in capital expenditures and purchases of assets held for rent to maintain and expand the Company's operations.
In the year ended December 31, 2024, investing activities provided $58.3 million of cash. We had $73.4 million in proceeds from the divestitures of SciSafe and CBS, offset by cash payments of $13.0 million for the Global Cooling Divestiture.
For additional information on the Company's segment considerations, Note 16: Segment, customer, and geographic information within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. Critical accounting policies and estimates We have identified the policies and estimates below as being critical to our business operations and the understanding of our results of operations.
Segment reporting Management views the Company's operations and makes decisions regarding how to allocate resources as one reportable segment and one reporting unit. For additional information on the Company's segment considerations, Note 15: Segment, customer, and geographic information within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
Finally, we also experienced increases in professional fees related to potential merger activities of $3.6 million and increases in accounting fees of $0.6 million. Sales and marketing During the years ended December 31, 2024, 2023, and 2022, sales and marketing expense (“S&M”) consisted primarily of personnel-related costs, consulting, trade shows, advertising, and travel expenses.
Sales and marketing During the years ended December 31, 2025, 2024, and 2023, sales and marketing expense (“S&M”) consisted primarily of personnel-related costs, consulting, trade shows, advertising, and travel expenses. 40 Table of Contents S&M expense increased $0.9 million in the year ended December 31, 2025, or 10%, compared with the year ended December 31, 2024.
In the year ended December 31, 2023, our operating activities used cash of $12.5 million reflecting a net loss of $68.0 million and non-cash charges totaling $55.5 million primarily related to stock-based compensation, impairment of assets, depreciation, amortization, changes in fair value of contingent consideration, gain on settlement of Global Cooling escrow, and non-cash lease charges.
In the year ended December 31, 2024, our operating activities provided cash of $8.4 million, reflecting non-cash charges totaling $28.6 million primarily related to stock-based compensation, gain recognized on disposals of subsidiaries, depreciation, amortization, and changes in fair value of investments.
For additional details on the factors considered in the write-off, see Note 4: Fair value measurement within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
For additional information on the details of the Global Cooling Divestiture, the RIF and its related costs, see Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.
Shipping and handling costs are classified as part of cost of product revenue in the Consolidated Statement of Operations. Service revenues are generated from various customer service agreements to provide warranty and other engineering services. We recognize service revenues over time as services are performed or ratably over the contract term.
Shipping and handling costs are classified as part of cost of product revenue in the Consolidated Statements of Operations. Any remaining revenues earned, which primarily consisted of service revenues generated from various customer service agreements for the provision of warranty and other engineering services and equipment rental arrangement revenues, were not significant in any of the periods presented.
In the year ended December 31, 2023, investing activities provided $17.8 million of cash. We had $29.1 million in net proceeds of available-for-sale securities to fund capital projects and operations. Capital expenditures and purchases of assets held for rent to maintain and expand the Company's operations used $11.2 million.
We additionally incurred $5.3 million in capital expenditures and purchases of assets held for rent to maintain and expand the Company's operations. Financing activities In the year ended December 31, 2025, cash used by financing activities was $10.9 million.
For additional information, see Note 12 within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. 39 Table of Contents Income Tax Benefit Income tax benefit for the years ended December 31, 2024, 2023, and 2022 was as follows: Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 (In thousands, except percentages) 2024 2023 2022 $ Change % Change $ Change % Change Income tax benefit $ 38 $ 24 $ 5,236 $ 14 58 % $ (5,212) (100 %) Effective tax rate — % — % 108 % The income tax benefit recognized in the year ended December 31, 2024 primarily related to losses generated in 2024.
Income Tax Expense (Benefit) Income tax benefit for the years ended December 31, 2025, 2024, and 2023 was as follows: Year Ended December 31, 2025 vs. 2024 2024 vs. 2023 (In thousands, except percentages) 2025 2024 2023 $ Change % Change $ Change % Change Income tax expense (benefit) $ 49 $ (38) $ (64) $ 87 (229) % $ 26 (41 %) Effective tax rate (0.4 %) 0.4 % 1.0 % 42 Table of Contents The income tax expense (benefit) recognized in the year ended December 31, 2025 primarily related to losses generated in 2025.
R&D expenses increased $3.4 million in the year ended December 31, 2023, or 39%, compared with the year ended December 31, 2022.
The decrease in R&D expenses for the year ended December 31, 2024 was offset by a $0.3 million increase in product testing expenses compared with the year ended December 31, 2023.
The global business environment continues to be impacted by cost pressure, the overall effects of economic uncertainty on customers' purchasing patterns, increasing tariffs on U.S. imports, high interest rates, and other factors. It is not possible to accurately predict the future impact of such events and circumstances. Actual results could differ from our estimates.
It is not possible to accurately predict the future impact of such events and circumstances. Actual results could differ from our estimates.
In the year ended December 31, 2023, cash provided by financing activities was $10.6 million. The increase in cash provided by financing activities compared to the prior year was primarily due to a private placement of $10.4 million and proceeds from financed insurance premiums of $2.6 million, offset by payments on financed insurance premiums of $2.4 million.
The use of cash in financing activities was primarily related to $9.0 million in payments on our Term Loan, equipment loans, and financed insurance premiums, which was offset by proceeds from financed insurance premiums of $2.1 million.
The increase in product revenue for the year ended December 31, 2024 was partially offset by a decrease of $0.6 million, or 19% in product revenues from our Evo and thaw product line when compared with the year ended December 31, 2023. The decrease was primarily driven by lower volumes of consumable products sold from our evo product line.
Total revenue was $74.6 million for the year ended December 31, 2024, representing an increase of $6.6 million, or 10%, compared with the year ended December 31, 2023. The increase in revenues was primarily driven by the $4.8 million, or 8%, increase in biopreservation media products due to the increase in customer demand when compared to the prior year.
The decrease in cost of product, rental, and service revenues inclusive of intangible asset amortization as a percentage of revenue can be attributed to a more favorable product mix in our biopreservation media product line and a decrease in supply expenses. 37 Table of Contents Cost of product, rental, and service revenue as a percentage of revenue, inclusive of intangible asset amortization, was 38% for the year ended December 31, 2022.
The increase in gross margin can be attributed to a more favorable product mix in our biopreservation media product line and a decrease in supply expenses.
We currently operate as one bioproduction products and services business which supports several steps in the biologic material manufacturing and delivery process. We have a diversified portfolio of tools and services that focuses on biopreservation, cell processing, and thawing of biologic materials.
See Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report for further details regarding the divestiture. We currently operate as one bioproduction products and services business which supports several steps in the biologic material manufacturing and delivery process.
The increase was driven by higher costs related to the expansion of our corporate infrastructure, including an increased headcount resulting in a $1.2 million increase in salary expenses and a $1.9 million increase in stock compensation expenses. The departure of the former CEO during 2023 also increased severance expenses by $1.4 million.
In t he year ended December 31, 2025, G&A expenses increased by $4.9 million, or 12%, compared with the year ended December 31, 2024. The increase is primarily driven by increases in personnel expenses, including $5.1 million in stock compensation expenses, $0.8 million in severance expenses related to the departure of former executives, and $0.4 million in salaries.
Removed
Our current portfolio of bioproduction products and services are comprised of two revenue lines that contain four main offerings: (i) cell processing (including biopreservation media for the preservation of cells and tissues, human platelet lysate media for the supplementation of cell expansion, cryogenic vials and automated fill machines that provide high-quality, efficient, and precise mixes of solutions) and (ii) Evo and ThawSTAR devices (including “smart”, cloud connected devices for transporting biologic payloads and automated thawing systems).
Added
Our current portfolio of bioproduction products and services is comprised of one revenue line that contains three main offerings: • Cell processing and other products ◦ Biopreservation media ◦ Human platelet lysate media (“hPL”), cryogenic cryogenic and ultralow temperature containers, and automated cell-processing fill machines ◦ Automated thawing devices On October 6, 2025, the Company entered into the SAVSU Purchase Agreement by and between the Company and the SAVSU Buyer for the sale by the Company of all SAVSU Interests to the SAVSU Buyer.
Removed
To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract.
Added
Upon the execution of the SAVSU Purchase Agreement, the SAVSU business is presented in the accompanying Consolidated Financial Statements as 35 Table of Contents a discontinued operation for all periods presented. See Note 3: Discontinued operations within the Consolidated Financial Statements in Part II, Item 8 of this Annual Report for further details regarding the divestiture.
Removed
When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component.
Added
On April 4, 2025, pursuant to the PanTHERA Purchase Agreement by and among the Company, the PanTHERA Sellers, the PanTHERA Buyer Sub, and Dr. Jason Acker, solely in his capacity as Sellers’ Representative, the Company acquired the remaining 90% of the issued and outstanding shares of common stock of PanTHERA not owned by the Company in the PanTHERA Transaction.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed3 unchanged
Biggest changeFor additional information about our available-for-sale securities and long-term debt, see Notes 5: Investments and 13: Long-term debt to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. 44 Table of Contents
Biggest changeFor additional information about our available-for-sale securities and long-term debt, see Notes 5: Investments and 12: Long-term debt to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report. 47 Table of Contents
Fluctuations in foreign currency exchange rates have not had a material impact on our results of operations for the periods presented. 43 Table of Contents Interest rate risk Our exposure to market risk for changes in interest rates relates primarily to our investments in available-for-sale securities and our long-term debt.
Fluctuations in foreign currency exchange rates have not had a material impact on our results of operations for the periods presented. 46 Table of Contents Interest rate risk Our exposure to market risk for changes in interest rates relates primarily to our investments in available-for-sale securities and our long-term debt.
Any transactions denominated in a foreign currency, which were immaterial during the year ended December 31, 2024, incur gains or losses from the remeasurement and settlement of the balances and are reported in the Other income line item on the Consolidated Statements of Operations.
Any transactions denominated in a foreign currency, which were immaterial during the year ended December 31, 2025, incur gains or losses from the remeasurement and settlement of the balances and are reported in the Other income line item on the Consolidated Statements of Operations.

Other BLFS 10-K year-over-year comparisons