Filing Details

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

BioLife Solutions, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

09062W204

(CUSIP Number)

 

Michael Rice, Chief Executive Officer
3303 Monte Villa Parkway, Suite 310
Bothell, Washington 98021

(425) 402-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 13, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13D

CUSIP NO. 09062W204

 

1.	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Walter Villiger

 

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐
		(b) ☐

 

3.	SEC USE ONLY

 

4.	SOURCE OF FUNDS*
	OO

 

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Switzerland

 

	NUMBER OF	7.	SOLE VOTING POWER  4,971,774
	SHARES
	BENEFICIALLY	8.	SHARED VOTING POWER  0
	OWNED BY
	EACH	9.	SOLE DISPOSITIVE POWER  4,971,774
	REPORTING
	PERSON WITH	10.	SHARED DISPOSITIVE POWER  0

 

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,971,774 shares held indirectly through Reporting Person’s wholly-owned entity named WAVI Holding AG (“WAVI”)

 

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *
	15.6%
14.	TYPE OF REPORTING PERSON*
	IN

 

 

SCHEDULE 13D

CUSIP NO. 09062W204

 

1.	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	WAVI Holding AG

 

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐
		(b) ☐

 

3.	SEC USE ONLY
4.	SOURCE OF FUNDS*
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Switzerland

 

	NUMBER OF	7.	SOLE VOTING POWER  4,971,774
	SHARES
	BENEFICIALLY	8.	SHARED VOTING POWER  0
	OWNED BY
	EACH	9.	SOLE DISPOSITIVE POWER  4,971,774
	REPORTING
	PERSON WITH	10.	SHARED DISPOSITIVE POWER  0

 

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,971,774 shares of common stock held directly by WAVI

 

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *
	15.6%
14.	TYPE OF REPORTING PERSON*
	CO

 

 

Item 5.  Interest in Securities of the Issuer.

-------------------------------------------

Item 5 is hereby amended and supplemented as follows:

 

On May 13, 2020, the Reporting Person exercised two warrants held directly by the Reporting Person, on a cashless basis, to (a) purchase 1,777,211 shares of Common Stock at an exercise price of $4.75 per share. 1,777,211 shares of Common Stock (the “Warrant Shares A”) were subsequently issued to WAVI, following which 492,277 of such Warrant Shares A were withheld by the Company in order to pay the exercise price and (b) purchase 550,000 shares of Common Stock at an exercise price of $1.75 per share. 550,000 shares of Common Stock (the “Warrant Shares B”) were subsequently issued to WAVI, following which 64,597 of such Warrant Shares B were withheld by the Company in order to pay the exercise price.

 

As of the date hereof, Mr. Villiger beneficially owns 4,971,774 shares of common stock held indirectly through WAVI. Such shares represent a total of 15.6% of the Issuer’s outstanding shares of common stock as of July 7, 2020as reported by the Company in a Prospectus Supplement filed pursuant to Rule 424(b)(5) (File No. 333-233912) by the Issuer with the Securities and Exchange Commission on July 6, 2020. 

 

Mr. Villiger has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the entirety of the number of shares indicated immediately above. Except WAVI with respect to the securities held by WAVI, there are no other persons known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

 

As of the date hereof, WAVI directly owns 4,971,774 shares common stock. Such shares represent a total of 15.6% of the Issuer’s outstanding shares of common stock as of July 7, 2020as reported by the Company in a filed Prospectus Supplement filed pursuant to Rule 424(b)(5) (File No. 333-233912) by the Issuer with the Securities and Exchange Commission on July 6, 2020.

 

Mr. Villiger has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the entirety of the number of shares indicated immediately above. Except Mr. Villiger, there are no other persons known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities.  

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  July 24, 2020		/s/ Walter Villiger
		Walter Villiger
Dated:  July 24, 2020		WAVI HOLDING AG
		/s/ Walter Villiger
		Walter Villiger, Chairman