The reason why they did this is that the majority of shareholders agreed to borrow their money (in exchange for warrants for which the expiration date has been extended to 2016) to the company. By increasing the number of A/S companies who would intend to do a hostile takeover, would have to pay more. It's like protecting themselves. Don't worry about dilution, because in the past 5 years the number of outstanding shares has barely changed, I believe it was 65M shares five years ago and now it's around 70M shares (while the number of A/S was100M at the time).
I'm very, very bullish about this company and I can see them listing on Nasdaq this year.
BIOLIFE SOLUTIONS, INC.
3303 MONTE VILLA PARKWAY, SUITE 310
BOTHELL, WA 98021
ACTION TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS,
DATED MARCH 7, 2013
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
We are writing to advise you that the holders of a majority of our outstanding common stock have approved:
1. The adoption of an amended and restated Certificate of Incorporation which incorporates all previous amendments and increases the number of authorized shares of common stock from 100,000,000 to 150,000,000; and
2. The adoption of amended and restated Bylaws.
These actions were approved on March 7, 2013 by the holders of a majority of our outstanding common stock by written consent in lieu of a special meeting effective in accordance with the relevant sections of the Delaware General Corporation Law (“DGCL”), following approval of our Board of Directors (the “Board”). Notice advises you of such actions in accordance with Section 228 of the DGCL.
The actions taken by the majority stockholders will not become effective until at least 20 days after the initial mailing of this Information Statement to our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER THESE MATTERS.
/s/ Michael Rice
President & Chief Executive Officer