Morning, and welcome to the special meeting of stockholders of BioLife Solutions, Inc. I'm Roderick de Greef, the Chief Executive Officer and Chairman of the Board of Directors of BioLife. It is 9:00 A.M. Eastern Time on October 5th, 2026, and in accordance with our bylaws and the notice of meeting, on behalf of the board of directors, I call to order this special meeting of stockholders. I will act as Chairman of this meeting, and Troy Wichterman, our Chief Financial Officer, will act as Secretary and will record the minutes. Please note that only those stockholders who have logged in to this virtual meeting with a control number have the opportunity to vote online on the proposals before this meeting. The board of directors has appointed Leah Grant, representing Broadridge, to act as Inspector of Election.
Ms. Grant has taken her oath of Inspector of Election, and the oath will be filed with the minutes of this meeting. The Inspector of Election's function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. The polls for voting are currently open, and you may vote your shares for proposals which are to be presented today online and at any time during this meeting until the polls are closed. Any stockholder who has previously given his or her proxy needs not vote unless he or she desires to revoke the proxy and vote his or her shares today at this meeting. Shares represented by proxy where no vote is specified will be voted in accordance with the recommendations of the board of directors.
If you did not vote by proxy or if you wish to change your vote, you may vote at any time while the polls are open. If you have not yet obtained copies of the agenda or the rules of procedure for this meeting, we direct you to find such materials on the meeting website. To conduct an orderly meeting, we ask that all participants read and abide by these rules of procedure for this meeting, which you can access under the heading, Meeting Materials, on the meeting website. The board of directors set September 3rd, 2026, as the record date for this meeting. We have made available at this meeting a record of our stockholders as of that day.
Mr. Wichterman will now present the affidavit of mailing of the notice of the special meeting of stockholders and proxy statement and report on the existence of a quorum for this meeting.
I present the affidavit of mailing of Broadridge, which certifies that the notice of the special meeting of stockholders dated September 4th, 2026, and the proxy statement for the meeting were mailed on or about September 4th, 2026, to the stockholders of record as of September 3rd, 2026. As of the close of business on September 3rd, 2026, the company had outstanding and entitled to vote 48,923,333 shares of common stock, each of which is entitled to one vote. At least 16,307,778 shares of common stock, which is 1/3 of the outstanding shares of the company's common stock entitled to vote at this meeting, are represented by virtual attendance or by proxy at today's meeting. Thus, a quorum is present.
The meeting is duly constituted, and the business of the meeting may proceed.
The report on the existence of a quorum is accepted, and I direct that the affidavit of mailing be made part of the minutes of this meeting. Because holders of at least 1/3 of the shares entitled to vote at this meeting are present virtually or by proxy, I declare that this meeting is duly convened for purposes of our bylaws and Delaware law and for purposes of transacting such business as may properly come before it. I will now present each matter to be acted on at this meeting. There are three items of business on today's agenda. The first item of business is a proposal to adopt the merger agreement dated July 21st, 2026, by and among BioLife, Repligen Corporation, Bravo Merger Sub I, Inc, and Bravo Merger Sub II, LLC, which we will refer to as the merger agreement from here on.
Upon the terms and subject to the conditions of the merger agreement, Bravo Merger Sub One will be merged with and into BioLife, with BioLife surviving the merger as a direct wholly-owned subsidiary of Repligen. Immediately following that merger, BioLife will be merged with and into Bravo Merger Sub II, with Merger Sub II surviving the merger as a direct wholly-owned subsidiary of Repligen. The second item of business is a proposal to adopt, on an advisory and non-binding basis, the compensation that may be paid or become payable to BioLife's named executive officers that is based on or otherwise related to the merger agreement and the transactions contemplated thereby.
The third item of business is a proposal to approve the adjournment of this meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to adopt the merger agreement if there are insufficient votes to adopt the merger agreement at this meeting. I will now move to the recommendations of the Board of Directors regarding these and the matters. The Board of Directors unanimously recommends that the stockholders approve and vote for proposals one, two, and three. Because no further business is scheduled to come before the stockholders at this meeting, I now direct that stockholders who wish to vote on the three matters submitted and who have yet to do so, either virtually today or by proxy, to please vote now as the polls will be closing momentarily.
I now declare the polls closed for the matters voted upon at this meeting as of 9:06 A.M. Eastern Time, today, October 5th, 2026. The Inspector of Election will now tally all votes. Once we have the Inspector of Election's preliminary results, the meeting will resume. Will the Inspector of Election please confirm when they have preliminary results?
Thank you. Yes, the preliminary results are in.
Will the Secretary please report the preliminary results of the voting?
Based on the Inspector of Election's preliminary report, the proposal to adopt the merger agreement with Repligen has been approved by the affirmative vote of the holders of a majority of the outstanding shares of the company's common stock entitled to vote at this meeting. The proposal to approve on an advisory and non-binding basis the compensation that may be paid or become payable to the company's named executive officers that is based on or otherwise related to the merger agreement and the transactions contemplated thereby has been approved by a majority of the votes affirmatively cast at the meeting.
The proposal to approve the adjournment of this meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the merger agreement if there are insufficient votes to adopt the merger agreement at this meeting, has been approved by a majority of the votes affirmatively cast at this meeting. The final voting results will be set forth in a Form 8-K to be filed by the company with the U.S. Securities and Exchange Commission within four business days.
Thank you, Troy. I hereby declare that the proposals have been approved. Because the merger agreement has been approved, it is unnecessary to adjourn this meeting for the purpose of soliciting additional proxies. Ms. Grant, the Inspector of Election, will furnish a written report of the final vote count with respect to the matters voted on today, and Mr. Wichterman, as Secretary of the meeting, will also include the report in the minutes of the meeting. Thank you for attending today's meeting. The business of the meeting is now concluded. I want to thank you all for your continued support of BioLife throughout the years.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.