BioLife Solutions (BLFS) 10-Q/A 16 Nov 15 2015 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 10, 2015
Document And Entity Information
Entity Registrant Name	BIOLIFE SOLUTIONS INC
Entity Central Index Key	834,365
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,244,144
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 2,351,540	$ 2,538,758
Short term investments	2,902,105	7,399,636
Accounts receivable, trade, net of allowance for doubtful accounts of $0 at September 30, 2015 and December 31, 2014	792,274	901,623
Inventories	1,783,383	965,224
Prepaid expenses and other current assets	453,789	360,521
Total current assets	8,283,091	12,165,762
Property and equipment
Leasehold improvements	1,284,491	1,284,491
Furniture and computer equipment	535,768	476,788
Manufacturing and other equipment	1,017,262	972,386
Subtotal	2,837,521	2,733,665
Less: Accumulated depreciation	(1,333,608)	(1,078,060)
Net property and equipment	1,503,913	1,655,605
Internal use software	1,187,022	0
Intangible asset	2,215,385	2,215,385
Long term deposits	36,166	36,166
Total assets	13,225,577	16,072,918
Current liabilities
Accounts payable	978,279	474,662
Accrued expenses and other current liabilities	150,980	121,869
Accrued compensation	372,426	535,029
Deferred rent	130,216	130,216
Total current liabilities	1,631,901	1,261,776
Long term liabilities
Deferred rent, long term	809,275	874,825
Total liabilities	$ 2,441,176	$ 2,136,601
Commitments and Contingencies (Note 10)
Shareholders' equity
Common stock, $0.001 par value; 150,000,000 shares authorized, 12,172,715 and 12,084,859 shares issued and outstanding at September 30, 2015 and December 31, 2014	$ 12,172	$ 12,084
Additional paid-in capital	72,347,856	71,911,328
Accumulated other comprehensive loss	(601)	(6,448)
Accumulated deficit	(63,207,536)	(60,112,987)
Total BioLife Solutions, Inc. shareholders' equity	9,151,891	11,803,977
Total non-controlling interest equity	1,632,510	2,132,340
Total shareholders' equity	10,784,401	13,936,317
Total liabilities and shareholders' equity	$ 13,225,577	$ 16,072,918

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Assets
Accounts receivable allowances	$ 0	$ 0
Stockholders Equity
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	12,172,715	12,084,859
Common stock, outstanding	12,172,715	12,084,859

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue
Product sales	$ 1,631,926	$ 1,243,372	$ 4,629,407	$ 4,520,302
Cost of product sales	658,542	654,978	1,954,752	2,483,199
Gross profit	973,384	588,394	2,674,655	2,037,103
Operating expenses
Research and development	329,527	153,328	953,026	513,393
Sales and marketing	677,033	298,263	1,819,778	810,279
General and administrative	1,263,272	1,011,316	3,514,678	2,844,858
Total operating expenses	2,269,832	1,462,907	6,287,482	4,168,530
Operating loss	(1,296,448)	(874,513)	(3,612,827)	(2,131,427)
Other income (expenses)
Gain on disposal of property and equipment	0	4,400	0	4,400
Interest income	4,729	7,658	18,448	12,175
Interest expense	0	0	0	(177,308)
Amortization of deferred financing costs	0	0	0	(13,022)
Total other income (expenses)	4,729	12,058	18,448	(173,755)
Net Loss	(1,291,719)	(862,455)	(3,594,379)	(2,305,182)
Net loss attributable to non-controlling interest	223,031	0	499,830	0
Net Loss attributable to BioLife Solutions, Inc.	$ (1,068,688)	$ (862,455)	$ (3,094,549)	$ (2,305,182)
Basic and diluted net loss per common share attributable to BioLife Solutions, Inc.	$ (0.09)	$ (0.07)	$ (0.26)	$ (0.23)
Basic and diluted weighted average common shares used to calculate net loss per common share	12,157,575	12,042,739	12,134,474	9,987,682

Statements of Comprehensive Inc

Statements of Comprehensive Income (Loss) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statements Of Comprehensive Income Loss
Net loss	$ (1,291,719)	$ (862,455)	$ (3,594,379)	$ (2,305,182)
Other comprehensive income (loss)
Unrealized gain (loss) on available-for-sale investments	789	(3,099)	5,847	(6,606)
Total other comprehensive income (loss)	789	(3,099)	5,847	(6,606)
Comprehensive loss attributable to non-controlling interest	223,031	0	499,830	0
Comprehensive loss attributable to BioLife Solutions, Inc.	$ (1,067,899)	$ (865,554)	$ (3,088,702)	$ (2,311,788)

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities
Net loss	$ (3,594,379)	$ (2,305,182)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	255,548	186,105
Gain on sale of property and equipment	0	(4,400)
Stock-based compensation expense	336,630	183,501
Stock issued for services	0	210,000
Amortization of deferred financing costs	0	13,022
Amortization of deferred rent related to lease incentives	(95,250)	(121,103)
Accretion and amortization on available for sale investments	81,210	53,198
Change in operating assets and liabilities
(Increase) Decrease in Accounts receivable, trade	109,349	234,240
Inventories	(818,159)	(296,700)
Prepaid expenses and other current assets	(86,405)	16,638
Increase (Decrease) in
Accounts payable	253,647	(698,232)
Accrued compensation and other current liabilities	(175,482)	(185,928)
Accrued interest, related parties	0	177,308
Deferred rent	29,700	(18,007)
Deferred revenue	0	90,000
Net cash used in operating activities	(3,703,591)	(2,465,540)
Cash flows from investing activities
Sales of available-for-sale investments	5,825,000	102,376
Purchase of available-for-sale investments	(1,409,695)	(7,952,119)
Proceeds from the sale of property and equipment	0	4,400
Costs associated with internal use software development	(895,062)	0
Purchase of property and equipment	(103,856)	(247,155)
Net cash provided by (used in) investing activities	3,416,387	(8,092,498)
Cash flows from financing activity
Proceeds from sale of common stock, net of expenses	0	13,596,230
Proceeds from exercise of common stock options	99,986	80,592
Net cash provided by financing activity	99,986	13,676,822
Net increase (decrease) in cash and cash equivalents	(187,218)	3,118,784
Cash and cash equivalents - beginning of period	2,538,758	156,273
Cash and cash equivalents - end of period	2,351,540	3,275,057
Non-cash investing activities
Costs incurred for capitalized internal use software not paid as of quarter end (amounts are included in liabilities)	291,960	0
Non-cash financing activities
Conversion of notes payable and related party accrued interest to equity, net of unamortized deferred finance costs	$ 0	$ 14,180,193

1. Organization and Significant

1. Organization and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
1. Organization and Significant Accounting Policies	Business BioLife Solutions, Inc. ("BioLife,” “us,” “we,” “our,” or the “Company”) is the leading developer, manufacturer and marketer of proprietary clinical grade cell and tissue hypothermic storage and cryopreservation freeze media and a related cloud hosted biologistics cold chain management app for smart shippers. Our proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued in the biobanking, drug discovery, and regenerative medicine markets. Our biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our enabling technology provides commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. Additionally, for our direct, distributor, and contract customers, we perform custom formulation, fill, and finish services. Basis of Presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In management’s opinion, we have made all adjustments (consisting only of normal, recurring adjustments) necessary to fairly present our financial position, results of operations and cash flows. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full year. These consolidated financial statements and accompanying notes should be read in conjunction with the financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2014 on file with the SEC. There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Concentrations of credit risk and business risk In each of the three and nine months ended September 30, 2015, we derived approximately 10% of our product revenue from one customer. In the nine months ended September 30, 2014, we derived approximately 24% of our product revenue from our relationship with one contract manufacturing customer. Two other customers, in aggregate, accounted for 34% and 22% of revenue in the three and nine months ended September 30, 2014, respectively. No other customer accounted for more than 10% of revenue in the three or nine months ended September 30, 2015 or 2014. At September 30, 2015, two customers accounted for approximately 26% of total gross accounts receivable. At December 31, 2014, two customers accounted for approximately 25% of total gross accounts receivable. Revenue from customers located in foreign countries represented 21% of total revenue in each of the three and nine months ended September 30, 2015 and 19% and 15% of total revenue during the three and nine months ended September 30, 2014, respectively. Internal Use Software We capitalize costs associated with the development of the biologistex web and mobile applications, which we consider internal-use software. Capitalization of costs began in the first quarter of 2015, when we reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees, who are directly associated with the development of the applications. Capitalization will cease once we have completed all substantial testing, at which time the applications are complete and ready for their intended use. In the nine months ended September 30, 2015, we capitalized $1.2 million in costs related to the development of the biologistex web and mobile applications. Of this amount, $0.2 million was unpaid as of September 30, 2015. Maintenance and enhancement costs, including those costs in the post-implementation stages, will be expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized. Capitalized costs will be amortized on a straight-line basis over estimated useful life of three years once the software has been commercially deployed. Recent Accounting Pronouncements On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2018. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out (FIFO) or average cost method be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Adoption of ASU 2015-11 is required for fiscal reporting periods beginning after December 15, 2016, including interim reporting periods within those fiscal years. The Company does not expect adoption of ASU 2015-11 to have a material impact on its consolidated financial statements. With the exception of the new revenue standard discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our Consolidated Financial Statements.

2. Accumulated Other Comprehens

2. Accumulated Other Comprehensive Loss	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
2. Accumulated Other Comprehensive Loss	The following tables show the changes in Accumulated Other Comprehensive Loss by component for the nine months ended September 30, 2015: Nine Months Ended September 30, 2015 Unrealized Loss on Investments, Beginning Balance $ (6,448 ) Unrealized Gain on Investments, Current Period 5,847 Unrealized Loss on Investments, Ending Balance $ (601 )

3. Fair Value Measurement

3. Fair Value Measurement	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
3. Fair Value Measurement	In accordance with FASB ASC Topic 820, "Fair Value Measurements and Disclosures," (“ASC Topic 820”), the Company measures its cash and cash equivalents and short term investments at fair value on a recurring basis. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of September 30, 2015 and December 31, 2014, the Company does not have liabilities that are measured at fair value. The following tables set forth the Company's financial assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, based on the three-tier fair value hierarchy: As of September 30, 2015 Level 1 Level 2 Total Bank deposits $ 345,085 $ — $ 345,085 Money market funds 2,006,455 — 2,006,455 Cash and cash equivalents 2,351,540 — 2,351,540 Corporate debt securities 2,902,105 — 2,902,105 Total $ 5,253,645 $ — $ 5,253,645 As of December 31, 2014 Level 1 Level 2 Total Bank deposits $ 972,891 $ — $ 972,891 Money market funds 1,565,867 — 1,565,867 Cash and cash equivalents 2,538,758 — 2,538,758 Corporate debt securities 6,799,702 — 6,799,702 Commercial paper 599,934 — 599,934 Short term investments 7,399,636 — 7,399,636 Total $ 9,938,394 $ — $ 9,938,394 The fair values of bank deposits, money market funds, corporate debt securities and commercial paper classified as Level 1 were derived from quoted market prices as active markets for these instruments exist. The Company has no level 2 or level 3 financial assets. The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2015 and the twelve months ended December 31, 2014. Investments in debt securities at September 30, 2015, are investment grade and carried a long-term rating of BBB+ or higher.

4. Short Term Investments

4. Short Term Investments	9 Months Ended
	Sep. 30, 2015
Investments, All Other Investments [Abstract]
4. Short Term Investments	The amortized cost and fair value of short term investments as of September 30, 2015 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 2,902,706 $ — $ (601 ) $ 2,902,105 The amortized cost and fair value of short term investments as of December 31, 2014 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 6,806,150 $ — $ (6,448 ) $ 6,799,702 Commercial paper 599,934 — — 599,934 Total marketable securities $ 7,406,084 $ — $ (6,448 ) $ 7,399,636 As of September 30, 2015, there are no short term investments, classified and accounted for as available-for-sale securities that have been in a continuous unrealized loss position in excess of twelve months. As of September 30, 2015, all of the Company’s short term investments had maturity dates due within 1 year or less.

5. Inventories

5. Inventories	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
5. Inventories	Inventory consists of the following at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Raw materials $ 351,783 $ 362,656 Work in progress 552,702 79,012 Finished goods 878,898 523,556 Total $ 1,783,383 $ 965,224

6. Deferred Rent

6. Deferred Rent	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
6. Deferred Rent	Deferred rent consists of the following at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Landlord-funded leasehold improvements $ 1,124,790 $ 1,124,790 Less accumulated amortization (343,781 ) (248,531 ) Total 781,009 876,259 Straight line rent adjustment 158,482 128,782 Total deferred rent $ 939,491 $ 1,005,041 During the three and nine month periods ended September 30, 2015, the Company recorded $31,750 and $95,250, respectively, in deferred rent amortization of these landlord funded leasehold improvements. During the three and nine month periods ended September 30, 2014, the Company recorded $27,063 and $88,406, respectively, in deferred rent amortization of these landlord funded leasehold improvements. Straight line rent adjustment represents the difference between cash rent payments and the recognition of rent expense on a straight-line basis over the terms of the lease.

7. Share-based Compensation

7. Share-based Compensation	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
7. Share-based Compensation	Stock Options We have a stock-based compensation plan, the Amended and Restated 2013 Performance Incentive Plan (the “2013 Plan”), which allows us to grant options or restricted stock units to all employees, including executive officers, outside consultants, and non-employee directors. The Plan was amended by stockholder approval on May 4, 2015, to increase the number of shares of common stock available to be granted under the Plan to 3,100,000, plus any shares of common stock underlying any option granted pursuant to an equity compensation plan other than the 2013 Plan that was outstanding on June 20, 2013, the date the stockholders originally approved the 2013 Plan, and that subsequently terminated or expired. The following is a summary of stock option activity for the nine month period ended September 30, 2015, and the status of stock options outstanding at September 30, 2015: Nine Month Period Ended September 30, 2015 Wtd. Avg. Exercise Options Price Outstanding at beginning of year 1,390,770 $ 1.50 Granted 1,290,881 $ 2.06 Exercised (87,856 ) $ 1.14 Forfeited (3,438 ) $ 3.77 Outstanding at September 30, 2015 2,590,357 $ 1.79 Stock options exercisable at September 30, 2015 1,215,230 $ 1.41 As of September 30, 2015, there was $1,131,568 of aggregate intrinsic value of outstanding stock options, including $1,065,275 of aggregate intrinsic value of exercisable stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on September 30, 2015. This amount will change based on the fair market value of the Company’s stock. During the three and nine months ended September 30, 2015 intrinsic value of awards exercised was $18,196 and $90,118, respectively. During the three and nine months ended September 30, 2014 intrinsic value of awards exercised was $0 and $153,216, respectively. Weighted average grant date fair value for options granted during the three and nine months ended September 30, 2015 was $1.90 and $1.75 per share and $2.22 and $2.96 for the three and nine months, respectively, ended September 30, 2014. The fair value of share-based payments made with stock options to employees and non-employee directors was estimated on the measurement date using the Black-Scholes model using the following weighted average assumptions. Three Month Period Ended Nine Month Period Ended September 30, September 30, 2015 2014 2015 2014 Risk free interest rate 1.77% 1.93% 1.77% 2.02% Dividend yield 0.0% 0.0% 0.0% 0.0% Expected term (in years) 7 7 7 7 Volatility 105% 105% 105% 105% We recorded stock compensation expense related to options for the three and nine month periods ended September 30, 2015 and 2014, as follows: Three Month Period Ended Nine Month Period Ended September 30, September 30, 2015 2014 2015 2014 Research and development costs $ 26,751 $ 1,064 $ 53,109 $ 18,550 Sales and marketing costs 26,746 7,624 51,771 12,910 General and administrative costs 93,955 46,671 159,405 111,947 Cost of product sales 30,807 18,966 72,345 40,094 Total $ 178,259 $ 74,325 $ 336,630 $ 183,501 Management applies an estimated forfeiture rate that is derived from historical employee termination data. The estimated forfeiture rate applied for the three and nine month periods ended September 30, 2015 and 2014 was approximately 7%. As of September 30, 2015, we had approximately $2,231,126 of unrecognized compensation expense related to unvested stock options. We expect to recognize this compensation expense over a weighted average period of approximately 3.4 years. During the nine months ended September 30, 2014, we issued or committed to issue common stock of the Company with a value of $210,000 for services rendered during the period. These costs were recorded in general and administrative expenses during the period. Restricted Stock At September 30, 2015, there were no unvested restricted stock units outstanding.

8. Warrants

8. Warrants	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
8. Warrants	At September 30, 2015 and December 31, 2014, we had 7,428,141 warrants outstanding and exercisable with a weighted average exercise price of $4.49. The outstanding warrants have expiration dates between November 2015 and March 2021.

9. Net Loss per Common Share

9. Net Loss per Common Share	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
9. Net Loss per Common Share	Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using the weighted average number of common shares outstanding plus dilutive common stock equivalents outstanding during the period. Common stock equivalents are excluded for the three and nine month periods ended September 30, 2015 and 2014, since the effect is anti-dilutive due to the Company’s net losses. Common stock equivalents include stock options and warrants. Basic weighted average common shares outstanding, and the potentially dilutive securities excluded from loss per share computations because they are anti-dilutive, are as follows as of September 30, 2015 and 2014, respectively: Three Month Period Ended Nine Month Period Ended September 30, September 30, 2015 2014 2015 2014 Basic and diluted weighted average common stock shares outstanding 12,157,575 12,042,739 12,134,474 9,987,682 Potentially dilutive securities excluded from loss per share computations: Common stock options 2,590,357 1,384,341 2,590,357 1,384,341 Common stock purchase warrants 7,428,141 7,428,141 7,428,141 7,428,141

10. Commitments & Contingencies

10. Commitments & Contingencies	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
10. Commitments & Contingencies	Leases We lease approximately 30,000 square feet in our Bothell, Washington headquarters. The term of our lease continues until July 31, 2021 with two options to extend the term of the lease, each of which is for an additional period of five years, with the first extension term commencing, if at all, on August 1, 2021, and the second extension term commencing, if at all, immediately following the expiration of the first extension term. In accordance with the amended lease agreement, our monthly base rent is approximately $59,700, with scheduled annual increases each August and again in October for the most recent amendment. We are also required to pay an amount equal to the Company’s proportionate share of certain taxes and operating expenses. Employment agreements We have employment agreements with the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Operating Officer, Vice President, Marketing and Vice President, Global Sales. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. In addition, the agreement with the Chief Executive Officer provides for incentive bonuses at the discretion of the Board of Directors. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the officer or upon the officer resigning for good reason. biologistex Our biologistex joint venture committed to purchase approximately $2.4 million in Smart Containers from SAVSU. As of September 30, 2015, the remaining purchase commitment is $2.2 million. We agreed to pay SAVSU $1.0 million in consideration of SAVSU’s participation in the biologistex joint venture. If certain performance requirements are met, we will record these costs in twelve equal increments. As of September 30, 2015, we have recorded $0.8 million related to this commitment. Litigation From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, none of which are currently material to the Company’s business.

1. Organization and Significa17

1. Organization and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Business	BioLife Solutions, Inc. ("BioLife,” “us,” “we,” “our,” or the “Company”) is the leading developer, manufacturer and marketer of proprietary clinical grade cell and tissue hypothermic storage and cryopreservation freeze media and a related cloud hosted biologistics cold chain management app for smart shippers. Our proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued in the biobanking, drug discovery, and regenerative medicine markets. Our biopreservation media products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death. Our enabling technology provides commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. Additionally, for our direct, distributor, and contract customers, we perform custom formulation, fill, and finish services.
Basis of Presentation	We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, we have condensed or omitted certain information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In management’s opinion, we have made all adjustments (consisting only of normal, recurring adjustments) necessary to fairly present our financial position, results of operations and cash flows. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full year. These consolidated financial statements and accompanying notes should be read in conjunction with the financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2014 on file with the SEC. There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014.
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.
Concentration of Credit Risk and Business Risk	In each of the three and nine months ended September 30, 2015, we derived approximately 10% of our product revenue from one customer. In the nine months ended September 30, 2014, we derived approximately 24% of our product revenue from our relationship with one contract manufacturing customer. Two other customers, in aggregate, accounted for 34% and 22% of revenue in the three and nine months ended September 30, 2014, respectively. No other customer accounted for more than 10% of revenue in the three or nine months ended September 30, 2015 or 2014. At September 30, 2015, two customers accounted for approximately 26% of total gross accounts receivable. At December 31, 2014, two customers accounted for approximately 25% of total gross accounts receivable. Revenue from customers located in foreign countries represented 21% of total revenue in each of the three and nine months ended September 30, 2015 and 19% and 15% of total revenue during the three and nine months ended September 30, 2014, respectively.
Internal Use Software	We capitalize costs associated with the development of the biologistex web and mobile applications, which we consider internal-use software. Capitalization of costs began in the first quarter of 2015, when we reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees, who are directly associated with the development of the applications. Capitalization will cease once we have completed all substantial testing, at which time the applications are complete and ready for their intended use. In the nine months ended September 30, 2015, we capitalized $1.2 million in costs related to the development of the biologistex web and mobile applications. Of this amount, $0.2 million was unpaid as of September 30, 2015. Maintenance and enhancement costs, including those costs in the post-implementation stages, will be expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized. Capitalized costs will be amortized on a straight-line basis over estimated useful life of three years once the software has been commercially deployed.
Recent Accounting Pronouncements	On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2018. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out (FIFO) or average cost method be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Adoption of ASU 2015-11 is required for fiscal reporting periods beginning after December 15, 2016, including interim reporting periods within those fiscal years. The Company does not expect adoption of ASU 2015-11 to have a material impact on its consolidated financial statements. With the exception of the new revenue standard discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our Consolidated Financial Statements.

2. Accumulated Other Comprehe18

2. Accumulated Other Comprehensive Loss (Tables)	9 Months Ended
	Sep. 30, 2015
Accumulated Other Comprehensive Loss Tables
Schedule of accumulated other comprehensive Loss	Nine Months Ended September 30, 2015 Unrealized Loss on Investments, Beginning Balance $ (6,448 ) Unrealized Gain on Investments, Current Period 5,847 Unrealized Loss on Investments, Ending Balance $ (601 )

3. Fair Value Measurement (Tabl

3. Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurement Tables
Schedule of fair value measurements	As of September 30, 2015 Level 1 Level 2 Total Bank deposits $ 345,085 $ — $ 345,085 Money market funds 2,006,455 — 2,006,455 Cash and cash equivalents 2,351,540 — 2,351,540 Corporate debt securities 2,902,105 — 2,902,105 Total $ 5,253,645 $ — $ 5,253,645 As of December 31, 2014 Level 1 Level 2 Total Bank deposits $ 972,891 $ — $ 972,891 Money market funds 1,565,867 — 1,565,867 Cash and cash equivalents 2,538,758 — 2,538,758 Corporate debt securities 6,799,702 — 6,799,702 Commercial paper 599,934 — 599,934 Short term investments 7,399,636 — 7,399,636 Total $ 9,938,394 $ — $ 9,938,394

4. Short Term Investments (Tabl

4. Short Term Investments (Tables)	9 Months Ended
	Sep. 30, 2015
Short Term Investments Tables
Schedule of available for sale securities	The amortized cost and fair value of short term investments as of September 30, 2015 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 2,902,706 $ — $ (601 ) $ 2,902,105 The amortized cost and fair value of short term investments as of December 31, 2014 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 6,806,150 $ — $ (6,448 ) $ 6,799,702 Commercial paper 599,934 — — 599,934 Total marketable securities $ 7,406,084 $ — $ (6,448 ) $ 7,399,636

5. Inventories (Tables)

5. Inventories (Tables)	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Inventories	September 30, 2015 December 31, 2014 Raw materials $ 351,783 $ 362,656 Work in progress 552,702 79,012 Finished goods 878,898 523,556 Total $ 1,783,383 $ 965,224

6. Deferred Rent (Tables)

6. Deferred Rent (Tables)	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Deferred rent	September 30, 2015 December 31, 2014 Landlord-funded leasehold improvements $ 1,124,790 $ 1,124,790 Less accumulated amortization (343,781 ) (248,531 ) Total 781,009 876,259 Straight line rent adjustment 158,482 128,782 Total deferred rent $ 939,491 $ 1,005,041

7. Share-based Compensation (Ta

7. Share-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Summary of stock option activity	Nine Month Period Ended September 30, 2015 Wtd. Avg. Exercise Options Price Outstanding at beginning of year 1,390,770 $ 1.50 Granted 1,290,881 $ 2.06 Exercised (87,856 ) $ 1.14 Forfeited (3,438 ) $ 3.77 Outstanding at September 30, 2015 2,590,357 $ 1.79 Stock options exercisable at September 30, 2015 1,215,230 $ 1.41
Weighted average assumptions of share based payment	Three Month Period Ended Nine Month Period Ended September 30, September 30, 2015 2014 2015 2014 Risk free interest rate 1.77% 1.93% 1.77% 2.02% Dividend yield 0.0% 0.0% 0.0% 0.0% Expected term (in years) 7 7 7 7 Volatility 105% 105% 105% 105%
Stock compensation expense	Three Month Period Ended Nine Month Period Ended September 30, September 30, 2015 2014 2015 2014 Research and development costs $ 26,751 $ 1,064 $ 53,109 $ 18,550 Sales and marketing costs 26,746 7,624 51,771 12,910 General and administrative costs 93,955 46,671 159,405 111,947 Cost of product sales 30,807 18,966 72,345 40,094 Total $ 178,259 $ 74,325 $ 336,630 $ 183,501

9. Net Loss per Common Share (T

9. Net Loss per Common Share (Tables)	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Loss Per share computation	Three Month Period Ended Nine Month Period Ended September 30, September 30, 2015 2014 2015 2014 Basic and diluted weighted average common stock shares outstanding 12,157,575 12,042,739 12,134,474 9,987,682 Potentially dilutive securities excluded from loss per share computations: Common stock options 2,590,357 1,384,341 2,590,357 1,384,341 Common stock purchase warrants 7,428,141 7,428,141 7,428,141 7,428,141

2. Accumulated Other Comprehe25

2. Accumulated Other Comprehensive Income (Loss) (Details)	9 Months Ended
	Sep. 30, 2015USD ($)
Accumulated Other Comprehensive Income Loss Details
Unrealized Loss on Investments, Beginning Balance	$ (6,448)
Unrealized Gain on Investments, Current Period	5,847
Unrealized Loss on Investments, Ending Balance	$ (601)

3. Fair Value Measurement (Deta

3. Fair Value Measurement (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Bank deposits	$ 345,085	$ 972,891
Money market funds	2,006,455	1,565,867
Cash and cash equivalents	2,351,540	2,538,758
Corporate debt securities	2,902,105	6,799,702
Commercial paper	0	599,934
Short term investments	0	7,399,636
Assets measured at fair value	5,253,645	9,938,394
Level 1
Bank deposits	345,085	972,891
Money market funds	2,006,455	1,565,867
Cash and cash equivalents	2,351,540	2,538,758
Corporate debt securities	2,902,105	6,799,702
Commercial paper	0	599,934
Short term investments	0	7,399,636
Assets measured at fair value	5,253,645	9,938,394
Level 2
Bank deposits	0	0
Money market funds	0	0
Cash and cash equivalents	0	0
Corporate debt securities	0	0
Commercial paper	0	0
Short term investments	0	0
Assets measured at fair value	$ 0	$ 0

4. Short Term Investments (Deta

4. Short Term Investments (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Amortized Cost	$ 2,902,706	$ 7,406,084
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(601)	(6,448)
Fair Value	2,902,105	7,399,636
Corporate debt securities
Amortized Cost	2,902,706	6,806,150
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(601)	(6,448)
Fair Value	2,902,105	6,799,702
Commercial paper
Amortized Cost	0	599,934
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	$ 0	$ 599,934

5. Inventories (Details)

5. Inventories (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Inventories Details
Raw materials	$ 351,783	$ 362,656
Work in progress	552,702	79,012
Finished goods	878,898	523,556
Total	$ 1,783,383	$ 965,224

6. Deferred Rent (Details)

6. Deferred Rent (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Deferred Rent Details
Landlord-funded leasehold improvements	$ 1,124,790	$ 1,124,790
Less accumulated amortization	(343,781)	(248,531)
Total	781,009	876,259
Straight line rent adjustment	158,482	128,782
Total deferred rent	$ 939,491	$ 1,005,041

6. Deferred Rent (Details Narra

6. Deferred Rent (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Deferred Rent Details
Deferred rent	$ 31,750	$ 27,063	$ 95,250	$ 88,406

7. Share-based Compensation (De

7. Share-based Compensation (Details) - Common stock options	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Number of Shares
Outstanding at beginning of year, Shares | shares	1,390,770
Granted, Shares | shares	1,290,881
Exercised, Shares | shares	(87,856)
Forfeited, Shares | shares	(3,438)
Outstanding at September 30, 2015 | shares	2,590,357
Stock options exercisable at September 30, 2015 | shares	1,215,230
Wtd. Avg Exercise Price
Outstanding at beginning of year, Wtd. Avg. Shares Exercise Price	$ 1.50
Granted, Wtd. Avg. Shares Exercise Price	2.06
Exercised, Wtd. Avg. Shares Exercise Price	1.14
Forfeited, Wtd. Avg. Shares Exercise Price	3.77
Outstanding at September 30, 2015, Wtd. Avg. Shares Exercise Price	1.79
Stock options exercisable at September 30, 2015, Wtd. Avg. Shares Exercise Price	$ 1.41

7. Share-based Compensation (32

7. Share-based Compensation (Details 1)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Details 1
Risk free interest rate	1.77%	1.93%	1.77%	2.02%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Expected term (in years)	7 years	7 years	7 years	7 years
Volatility	105.00%	105.00%	105.00%	105.00%

7. Share-based Compensation (33

7. Share-based Compensation (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation	$ 178,259	$ 74,325	$ 336,630	$ 183,501
Research and development costs
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation	26,751	1,064	53,109	18,550
Sales and marketing costs
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation	26,746	7,624	51,771	12,910
General and administrative costs
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation	93,955	46,671	159,405	111,947
Cost of product sales
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation	$ 30,807	$ 18,966	$ 72,345	$ 40,094

8. Warrants (Details Narrative)

8. Warrants (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Warrants Details Narrative
Warrants outstanding and exercisable	$ 7,428,141	$ 7,428,141
Warrant exercise price	$ 4.49	$ 4.49
Outstanding warrants expiration dates	The outstanding warrants have expiration dates between November 2015 and March 2021

9. Net Loss per Common Share (D

9. Net Loss per Common Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Basic and diluted weighted average common stock shares outstanding	12,157,575	12,042,739	12,134,474	9,987,682
Common stock options
Potentially dilutive securities excluded from loss per share computations:
Shares	2,590,357	1,384,341	2,590,357	1,384,341
Common stock purchase warrants
Potentially dilutive securities excluded from loss per share computations:
Shares	7,428,141	7,428,141	7,428,141	7,428,141