0001437749-19-011185.txt : 20190603 0001437749-19-011185.hdr.sgml : 20190603 20190531200134 ACCESSION NUMBER: 0001437749-19-011185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190603 DATE AS OF CHANGE: 20190531 GROUP MEMBERS: WAVI HOLDING AG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOLIFE SOLUTIONS INC CENTRAL INDEX KEY: 0000834365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943076866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40587 FILM NUMBER: 19871885 BUSINESS ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 4254011400 MAIL ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 FORMER COMPANY: FORMER CONFORMED NAME: BIOLIFE SOLUTION INC DATE OF NAME CHANGE: 20030113 FORMER COMPANY: FORMER CONFORMED NAME: CRYOMEDICAL SCIENCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VILLIGER WALTER CENTRAL INDEX KEY: 0001113655 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: HURDNERSTRASSE 10, POSTFACH 1474 STREET 2: HURDEN CITY: SEITZERLAND STATE: V8 ZIP: 00000 SC 13D/A 1 wv20190531_sc13da.htm SCHEDULE 13D/A wv20190531_sc13da.htm

 

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 21, 2019

(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  5,805,558

 

SHARES

 

 

 

BENEFICIALLY

8.

SHARED VOTING POWER  0

 

OWNED BY

 

 

 

EACH

9.

SOLE DISPOSITIVE POWER  5,805,558

 

REPORTING

 

 

 

PERSON WITH

10.

SHARED DISPOSITIVE POWER  0

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,805,558 shares, consisting of:

 

(a)

3,478,347 shares of common stock held indirectly through Reporting Person’s wholly-owned entity named WAVI Holding AG (“WAVI”)

 

(b)

1,777,211 shares of common stock issuable upon exercise of warrants held indirectly through WAVI

 

(c)

550,000 shares of common stock issuable upon exercise of warrants held directly by the Reporting Person.

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *

 

27.5%

 

 

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  5,255,558

 

SHARES

 

 

 

BENEFICIALLY

8.

SHARED VOTING POWER  0

 

OWNED BY

 

 

 

EACH

9.

SOLE DISPOSITIVE POWER  5,255,558

 

REPORTING

 

 

 

PERSON WITH

10.

SHARED DISPOSITIVE POWER  0

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  

5,255,558 shares, consisting of:

  

(a)

3,478,347 shares of common stock held directly by Reporting Person  

 

(b)

1,777,211 shares of common stock issuable upon exercise of warrants held directly by Reporting Person

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *

 

25.5%

 

 

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 21, 2019WAVI Holding AG (“WAVI”) sold 39,883 shares of common stock of the Issuer and on May 23, 2019, WAVI sold another 14,987 shares of common stock of the Issuer.

 

As of the date hereof, Mr. Villiger beneficially owns 5,805,558 shares of the Issuer, consisting of 3,478,347 shares of common stock held indirectly through WAVI, 1,777,211 shares of common stock issuable upon exercise of warrants held indirectly through WAVI and 550,000 shares of common stock ussuable upon exercise of warrants held directly by Mr. Villiger. Such shares represent a total of 27.5% of the Issuer’s outstanding shares of common stock as of May 1, 2019 as reported by the Company’s most recently filed Form 10-Q for the quarter ended March 31, 2019.

 

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 beneficially owns 5,255,558 shares of the Issuer, consisting of 3,478,347 shares of common stock held directly through WAVI and 1,777,211 shares of common stock issuable upon exercise of warrants held directly through WAVI. Such shares represent a total of 25.5% of the Issuer’s outstanding shares of common stock as of May 1, 2019 as reported by the Company’s most recently filed Form 10-Q for the quarter ended March 31, 2019.

 

WAVI 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:  May 31, 2019

 

/s/ Walter Villiger

 

 

Walter Villiger

 

 

 

Dated:  May 31, 2019

 

WAVI HOLDING AG

 

 

 

 

 

/s/ Walter Villiger

 

 

Walter Villiger, Chairman