Overview Repligen and its subsidiaries, collectively doing business as Repligen Corporation (“Repligen”, “we”, “our”, or the “Company”) is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs. As the overall market for biologics continues to grow and expand, our customers – primarily large biopharmaceutical companies and contract development and manufacturing organizations (“CDMOs”) and other life sciences companies (integrators) – face critical production cost, capacity, quality and time pressures. Our products help enable customers to address these concerns, both accelerating development and improving yields. We are committed to inspiring advances in bioprocessing as a trusted partner in the production of critical biologic drugs – including monoclonal antibodies (“mAbs”) and mAb derivatives like antibody drug conjugates, recombinant proteins, RNA-based therapeutics and vaccines and cell and gene therapies – that are improving human health worldwide. For more information regarding our business, products and acquisitions, see Part I, Item 1, “Business”, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 (“Form 10-K”). We currently operate as one bioprocessing business, with a comprehensive suite of products to serve both upstream and downstream processes in biological drug manufacturing. Building on over 40 years of industry expertise, we have developed a broad and diversified product portfolio that reflects our passion for innovation and the customer-first culture that drives our entire organization. We continue to capitalize on opportunities to maximize the value of our product platform through both organic growth initiatives (internal innovation and commercial leverage) and targeted acquisitions. Macroeconomic Trends As a result of our global presence, a significant portion of our revenue and expenses is denominated in currencies other than the United States (“U.S.”) dollar. We are therefore subject to non-U.S. exchange exposure. Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce our revenue and gross profit margin and impact the comparability of results from period to period. We have experienced, and expect to continue to experience, cost inflation, primarily in raw materials and other supply chain costs, as a result of global macroeconomic trends, including global geopolitical conflicts and labor shortages. Actions taken to mitigate supply chain disruptions and inflation, including price increases and productivity improvements, have generally been successful in offsetting the impact of these trends. On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed by the Trump administration under the International Emergency Economic Powers Act (“IEEPA”). This decision introduces uncertainty regarding future trade policy actions and could impact our cost structure and supply-chain planning. We will continue to monitor the effects of tariffs implemented by the Trump administration and the potential imposition of modified or additional tariffs. 19 Table of Contents Acquisitions On July 21, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all of the outstanding shares of common stock of BioLife Solutions, Inc. (“BioLife”), a publicly traded company focused on developing cell processing tools and services for the cell and gene therapy market, for approximately $1.5 billion, comprised of approximately 64% in our common stock and 36% in cash (the “Transaction”). We will account for the acquisition in the period the Transaction closes, which closing is expected to occur in the fourth quarter of 2026. We expect that the cash portion of the merger consideration will be funded with cash and cash equivalents on hand. At the closing of the Transaction, BioLife stockholders will be entitled to $11.25 in cash per share plus 0.1442 shares of Repligen common stock per BioLife share. The Transaction is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of BioLife common stock; (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Transaction; (iii) the shares of our common stock to be issued in connection with the Transaction (the “Merger Shares”) being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (v) the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 to be filed by Repligen to register the Merger Shares; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Repligen and BioLife contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of Repligen and BioLife. The Transaction with BioLife will bring a differentiated portfolio of products including a market-leading bio preservation media platform and other cell processing tools while expanding our presence in the cell therapy market. On March 4, 2025, we completed our acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio,” together with 908 Devices, the “908 Devices PAT Portfolio”). In connection with the transaction, we also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. The addition of these desktop assets complements and strengthens our differentiated PAT Portfolio that provides its biopharmaceutical and CDMO customers with actionable insights to optimize development processes and improve manufacturing efficiencies. Critical Accounting Policies and Estimates The preparation of our financial statements and related disclosures require us to make estimates, assumptions and judgments. There have been no material changes to our critical accounting policies since December 31, 2025. For a description of our critical accounting policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Note 2, “Summary of Significant Accounting Policies” included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company's Form 10-K. Recent Accounting Pronouncements For information about recent accounting pronouncements, refer to Note 1, “Summary of Significant Accounting Policies,” included in Part I, Item 1, “Financial Statements,” in this Quarterly Report on Form 10-Q. Results of Operations The following discussion of our financial condition and results of operations should be read in conjunction with the accompanying condensed consolidated financial statements and the related footnotes in this Quarterly Report on Form 10-Q. All dollar and percentage changes made herein refer to the three and six months ended June 30, 2026, compared with the three and six months ended June 30, 2025, unless otherwise noted. Certain prior year amounts have been reclassified to conform with the current year presentation. Revenues Total revenues for the three and six months ended June 30, 2026 and 2025 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (Amounts in thousands) Revenue: Product $ 204,085 $ 182,329 $ 21,756 11.9 % $ 398,296 $ 351,466 $ 46,830 13.3 % Royalty and other revenue 43 37 6 16.2 % 87 72 15 20.8 % Total revenue $ 204,128 $ 182,366 $ 21,762 11.9 % $ 398,383 $ 351,538 $ 46,845 13.3 % 20 Table of Contents Product revenues During the three and six months ended June 30, 2026, product revenue increased by $21.8 million, or 11.9%, and $46.8 million, or 13.3%, respectively, as compared to the same period in 2025. This growth is widespread across our portfolio of products and includes contributions from all our franchises. During the three months ended June 30, 2026, product revenue increased 43.3% in Asia Pacific and the rest of the world and 17.3% in North America, and decreased 6.1% in Europe. During the six months ended June 30, 2026, product revenue increased 36.1% in Asia Pacific and the rest of the world, 11.2% in North America, and 7.2% in Europe. Product revenues were comprised of the following: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (Amounts in thousands) Filtration products $ 95,654 $ 94,678 $ 191,495 $ 186,742 Chromatography products 51,875 46,622 93,017 79,037 Process analytics products 25,820 19,680 49,377 35,180 Proteins products 31,375 20,908 64,178 49,767 Other (639 ) 441 229 740 Total product revenue $ 204,085 $ 182,329 $ 398,296 $ 351,466 Royalty and other revenues Royalty and other revenues in the three and six months ended June 30, 2026 and 2025 relate to royalties received from a third-party systems manufacturer associated with our OPUS® chromatography columns. Royalty revenues are variable and are dependent on sales generated by our partners. Costs and operating expenses Total costs and operating expenses for the three and six months ended June 30, 2026 and 2025 were comprised of the following: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (Amounts in thousands) Cost of goods sold $ 94,091 $ 89,371 $ 4,720 5.3 % $ 180,062 $ 167,172 $ 12,890 7.7 % Research and development 14,417 13,970 447 3.2 % 28,875 26,084 2,791 10.7 % Selling, general and administrative 76,618 70,906 5,712 8.1 % 153,154 141,612 11,542 8.2 % Restructuring activities and other charges 2,718 2,162 556 25.7 % 4,214 4,135 79 1.9 % Change in fair value of contingent consideration 2,308 (7,939 ) 10,247 (129.1 )% 2,162 (7,939 ) 10,101 (127.2 )% Total costs and operating expenses $ 190,152 $ 168,470 $ 21,682 12.9 % $ 368,467 $ 331,064 $ 37,403 11.3 % Cost of goods sold During the three and six months ended June 30, 2026, cost of goods sold increased by $4.7 million, or 5.3%, and $12.9 million, or 7.7%, respectively, compared to the same period in 2025. Gross margin increased to 53.9% for the three months ended June 30, 2026, compared to 51.0% for the same period in 2025. Gross margin increased to 54.8% for the six months ended June 30, 2026, compared to 52.4% for the same period in 2025. The increase in cost of goods sold is primarily driven by higher product sales compared to the same periods in 2025, partially offset by improved leverage on indirect labor and overhead. The increase in gross margin is driven by favorable product mix and improved leverage on indirect labor and overhead. Research and development expenses Research and development (“R&D”) expenses are related to the development of products supporting bioprocessing operations. The expenses include personnel compensation, supplies and other research expenses. Due to the fact that these various programs share personnel and fixed costs, we have not provided historical costs incurred by project. R&D expenses increased by $0.4 million, or 3.2%, and $2.8 million, or 10.7%, respectively, during the three and six months ended June 30, 2026, as compared to the same period in 2025. The primary driver of the increase in R&D costs during the six months ended June 30, 2026 is incremental R&D from the 908 Devices PAT Portfolio acquisition. Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses include the costs associated with selling our commercial products and costs required to support our marketing efforts. It also includes legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions. 21 Table of Contents SG&A costs increased by $5.7 million, or 8.1%, and $11.5 million, or 8.2%, respectively, during the three and six months ended June 30, 2026 as compared to the same period in 2025. The primary driver of the increase in SG&A costs is investment in personnel costs to support growth, driven by increased headcount. Restructuring activities and other charges Restructuring activities and other charges increased by $0.6 million, or 25.7%, during the three months ended June 30, 2026 as compared to the same period in 2025. During the first quarter of 2026, we initiated a series of restructuring activities to simplify the global manufacturing footprint of the organization and align our workforce to support long-term company growth. These activities will include a series of site optimization phases with the purpose of improving operating efficiency and are expected to be completed by the end of 2027. Prior period costs consist of restructuring activities we started in 2023 to simplify and streamline our organization and strengthen the overall effectiveness of operations. The activity continued into 2024 and 2025 and included consolidating a portion of the manufacturing operations between certain U.S. locations, writing-off abandoned equipment with the rationalization of excess production line capacity and discontinuing the sale of certain product SKUs. We do not expect further costs related to these actions. Change in fair value of contingent consideration Change in fair value of contingent consideration represents the change in fair value of the obligation included in current and noncurrent contingent consideration on the consolidated balance sheets as of the end of each period. Remeasurement of the contingent consideration obligation is done each quarter and the carrying value of the obligation is adjusted to the current fair value through our condensed consolidated statements of comprehensive income or loss. Other income (expense), net The table below provides detail regarding our other income (expense), net: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (Amounts in thousands) Investment income $ 6,431 $ 6,585 $ (154 ) (2.3 )% $ 12,773 $ 13,899 $ (1,126 ) (8.1 )% Interest expense (5,663 ) (5,354 ) (309 ) 5.8 % (11,241 ) (10,604 ) (637 ) 6.0 % Amortization of debt issuance costs (421 ) (414 ) (7 ) 1.7 % (840 ) (827 ) (13 ) 1.6 % Loss on sale of business 103 - 103 100.0 % (13,660 ) - (13,660 ) 100.0 % Other (expense) income, net (273 ) 3,502 (3,775 ) (107.8 )% (1,023 ) 3,216 (4,239 ) (131.8 )% Other income (expense), net $ 177 $ 4,319 $ (4,142 ) (95.9 )% $ (13,991 ) $ 5,684 $ (19,675 ) (346.1 )% Investment income Investment income includes income earned on cash, cash equivalents and marketable securities. Our investment income decreased by $0.2 million and $1.1 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025 due to a reduction in interest rates. We expect investment income to vary based on changes in the amount of funds invested and fluctuation of interest rates. Interest expense Interest expense increased by $0.3 million and $0.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. Interest expense includes contractual coupon interest on the 2023 Notes, as defined below, and the associated accretion of the discount. The discount is being accreted into interest expense using the effective interest method over the term of the 2023 Notes. See Note 8, “Convertible Senior Notes” to our condensed consolidated financial statements included in this report for more information. Amortization of debt issuance costs Transaction costs related to the issuance of the 2023 Notes, as defined below, are amortized and recorded within amortization of debt issuance costs on the condensed consolidated statements of comprehensive income or loss. Loss on sale of business On March 30, 2026, we completed the sale of Polymem S.A.S. (“Polymem”) for total consideration of $3.6 million, net of cash divested. We recognized a net loss on the sale of business of $13.7 million during the six months ended June 30, 2026. Other expense, net Other expense, net increased by $3.8 million and $4.2 million for the three and six months ended June 30, 2026, respectively, as compared to the same period in 2025. Other expense, net primarily includes the changes in foreign currency transaction gains and 22 Table of Contents losses, revaluation impact of intercompany loans with subsidiaries and unrealized and realized impacts of foreign exchange forward contracts. Income tax provision Income tax provision for the three and six months ended June 30, 2026 and 2025 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (Amounts in thousands) Income tax provision $ 9,145 $ 3,349 $ 5,796 173.1 % $ 2,584 $ 5,462 $ (2,878 ) (52.7 )% Effective tax rate 64.6 % 18.4 % 16.2 % 20.9 % For the three and six months ended June 30, 2026, we recorded an income tax provision of $9.1 million and $2.6 million, respectively. The effective tax rate was 64.6% and 16.2% for the three and six months ended June 30, 2026, respectively, and is based upon the estimated income for the year ending December 31, 2026 and the composition of income in different jurisdictions. The difference in effective tax rates between the periods was primarily due to the Polymem divestiture offset by lower contingent consideration tax benefits. Our effective tax rate for the three months ended June 30, 2026 was higher than the U.S. statutory rate of 21% primarily due to additional discrete expense related to the Polymem Divestiture. Our effective tax rate for the six months ended June 30, 2026 was lower than the U.S. statutory rate of 21% primarily due to the Polymem divestiture. On July 4, 2025, the United States enacted new tax legislation, the One Big Beautiful Bill Act (“OBBBA”), which contains several provisions modifying the corporate income tax code such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, updates to the international tax framework and the reinstatement of certain business-related provisions. The legislation has multiple effective dates, with provisions taking effect from 2025 through 2027. The changes effective in 2026 are included in our provision for income taxes for the year ended December 31, 2026 and are not material. We do not expect the OBBBA to have a material impact on our consolidated financial statements or results of operations in future periods. Liquidity and Capital Resources We have financed our operations primarily through revenues derived from product sales and the issuance of notes and public offerings. Our revenue for the foreseeable future will primarily be limited to our bioprocessing product revenue. The following table shows sources of liquidity for the periods presented: June 30, December 31, 2026 2025 (Amounts in thousands) Cash and cash equivalents $ 606,783 $ 566,021 Marketable securities 203,666 201,607 Total liquidity $ 810,449 $ 767,628 On December 14, 2023, we issued $600.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2028 (the “2023 Notes”) in a private placement pursuant to separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of the 0.375% Convertible Notes due 2024 (the “2019 Notes”) and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”). The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00% per year and have an effective interest rate of 4.39%. Interest is payable semi-annually in arrears on each of June 15 and December 15, which commenced on June 15, 2024. The 2023 Notes will mature on December 15, 2028, unless earlier redeemed, repurchased or converted. The conditional conversion features of the 2023 Notes were not triggered during the calendar quarter ended June 30, 2026, therefore, the 2023 Notes are not convertible during the calendar quarter ended September 30, 2026 pursuant to the applicable last reported sales price conditions, as stated in the indenture governing the 2023 Notes. Cash Flows Six Months Ended June 30, Increase (Decrease) 2026 2025 $ Change (Amounts in thousands) Cash provided by (used in) Operating activities $ 61,061 $ 43,614 $ 17,447 Investing activities (6,077 ) (81,947 ) 75,870 Financing activities (11,743 ) (15,161 ) 3,418 Effect of exchange rate changes on cash, cash equivalents and restricted cash (456 ) 4,994 (5,450 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ 42,785 $ (48,500 ) $ 91,285 23 Table of Contents Operating activities For the six months ended June 30, 2026, our operating activities provided cash of $61.1 million reflecting net income of $13.3 million and non-cash charges totaling $82.6 million primarily related to depreciation and intangible amortization, loss on sale of Polymem, stock-based compensation, operating lease right of use asset amortization and amortization of debt discount and issuance costs, partially offset by changes in deferred income taxes, net and other non-cash items. The non-cash charges were partially offset by unfavorable changes in working capital of $34.9 million. This is primarily driven by increases in inventories of $20.2 million, increases in accounts receivable of $4.4 million due to timing of sales and receipts from customers, increases in prepaid expenses and other current assets of $6.0 million, and decreases in operating lease liabilities of $13.4 million, primarily due to normal course rent payments, partially offset by net increases in accounts payable and accrued liabilities of $5.6 million due to timing of payments to vendors and compensation. The remaining cash provided by operating activities resulted from net favorable changes in various other working capital accounts. For the six months ended June 30, 2025, our operating activities provided cash of $43.6 million reflecting net income of $20.7 million and non-cash charges totaling $61.4 million primarily related to depreciation and intangible amortization, stock-based compensation, operating lease right of use asset amortization, and amortization of debt discount and issuance costs, partially offset by net unrealized foreign exchange gains and contingent consideration adjustment. The non-cash charges were partially offset by unfavorable changes in working capital of $38.5 million. This is primarily driven by an increase in accounts receivable of $15.2 million due to timing of sales and receipts from customers, accounts payable and accrued expenses used cash of $11.3 million due to timing of payments to vendors, leases for normal course rent payments of $9.8 million, and inventory manufactured used cash of $0.8 million. Investing activities Our investing activities consumed $6.1 million of cash during the six months ended June 30, 2026, which was primarily driven by purchases of marketable securities of $130.7 million and capital expenditures of $11.0 million, inclusive of $1.0 million of capitalized costs related to our internal-use software. This was partially offset by maturities of marketable securities of $132.0 million and proceeds received, net of cash divested from our sale of Polymem of $3.6 million. Our investing activities consumed $81.9 million of cash during the six months ended June 30, 2025, which was primarily driven by the acquisition of the 908 Devices PAT Portfolio, net of cash acquired, of $69.9 million. Capital expenditures during the six months ended June 30, 2025 consumed $12.0 million, including $1.4 million of capitalized costs related to our internal-use software. Financing activities Our financing activities consumed $11.7 million of cash for the six months ended June 30, 2026, which was primarily driven by cash disbursed related to the tax withholding obligation on vesting of restricted stock units for $6.6 million and cash payments for a portion of the contingent earnout obligation related to the acquisition of Tantti for $5.2 million. Our financing activities consumed $15.2 million of cash for the six months ended June 30, 2025, predominantly due to $7.2 million in cash disbursed for shares withheld to cover employee income tax due upon the vesting and release of restricted stock units, partially offset by proceeds received from stock option exercises during the period of $1.5 million. In addition, we made payments of $2.6 million and $6.9 million to settle the cash portion of the contingent earnout obligations related to our acquisition of FlexBiosys in April 2023 and Avitide in September 2021, respectively. Off-balance sheet arrangements We do not have any special purpose entities or off-balance sheet financing arrangements. Effect of exchange rate changes on cash, cash equivalents and restricted cash The effect of exchange rate changes on cash during the three and six months ended June 30, 2026, is a result of using multiple currencies across the group, with the Euro and Swedish Krona being significant currencies for the group outside of the US Dollar. Future capital requirements Our future capital requirements will depend on many factors, including the following: •the expansion of our bioprocessing business; •the ability to sustain sales and profits of our bioprocessing products and successfully integrate them into our business; •our ability to acquire additional bioprocessing products; •the scope of and progress made in our R&D activities; •the scope of investment in our intellectual property portfolio; •contingent consideration earnout payments resulting from our acquisitions; 24 Table of Contents •conversion or refinancing efforts related to the 2023 Notes or other forms of indebtedness; •the extent of any share repurchase activity; •the success of any proposed financing efforts; •general economic and capital markets; •the impact of inflation on our operations, including our expenditures on raw materials and freight charges; •fluctuations in foreign currency exchange rates; and •costs associated with our ability to comply with, emerging environmental, social and governance standards. Additionally and as described above, on July 21, 2026, we entered into the Merger Agreement to acquire all outstanding shares of common stock of BioLife, for approximately $1.5 billion, comprised of approximately 64% in our common stock and 36% in cash. The Transaction is expected to close in the fourth quarter of 2026, subject to certain customary closing conditions described above. We intend to fund the cash portion of the consideration with cash and cash equivalents on hand. Aside from items discussed herein, there have been no other material changes to our future capital requirements or contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026. Absent acquisitions of additional businesses, products, product candidates or intellectual property not reflected herein, we believe our current liquidity and future cash flow from operations are adequate to meet our cash needs for at least one year from this Quarterly Report on 10-Q. We expect operating expenses in 2026 to increase as we continue to expand our bioprocessing business. We expect to incur continued spending related to the development and expansion of our bioprocessing product lines and expansion of our commercial capabilities for the foreseeable future. Our future capital requirements may include, but are not limited to, purchases of property, plant and equipment, the acquisition of additional bioprocessing products and technologies to complement our existing manufacturing capabilities, continued investment in our intellectual property portfolio and financing activities to service our outstanding convertible notes. We plan to continue to invest in our bioprocessing business and in key R&D activities associated with the development of new bioprocessing products. We actively evaluate various strategic transactions on an ongoing basis, including licensing, acquiring or investing in products, technologies or businesses that would complement our existing portfolio. We continue to seek to acquire or invest in such potential assets that may offer us the best opportunity to create value for our shareholders. In order to do so, we may need to seek additional financing to fund these investments. If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, for example, due to acquisition-related financing needs, servicing of our outstanding indebtedness or lower demand for our products, among potential other events, we may seek to sell common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding, or seek other debt funding. The sale of equity and convertible debt securities may result in dilution to our shareholders, and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. We may require additional capital beyond our currently anticipated amounts. Additional capital may not be available on reasonable terms, if at all. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described herein and in our other filings with the SEC, including those set forth in Part I, Item 1A, Risk Factors in our 10-K for the year ended December 31, 2025. Net Operating Loss Carryforwards At December 31, 2025, we had federal net operating loss carryforwards of $7.5 million, state net operating loss carryforwards of $15 million, and foreign net operating loss carryforwards of $27.4 million. The federal net operating loss carryforwards have unlimited carryforward periods and do not expire. The state net operating loss carryforwards will expire at various dates through 2045. Approximately $5.7 million of the foreign net operating loss carryforwards have unlimited carryforward periods and do not expire, while $21.7 million of the foreign net operating loss carryforwards will expire at various dates through 2034. We had federal and state business tax credit carryforwards of $7.1 million available to reduce future federal and state income taxes. The business tax credit carryforwards will expire at various dates through 2045. Net operating loss carryforwards and available tax credits are subject to review and possible adjustment by the Internal Revenue Service, state and foreign jurisdictions and may be limited in the event of certain changes in the ownership interest of significant stockholders. Effects of Inflation Our assets are primarily monetary, consisting mainly of cash and cash equivalents. Because of their liquidity, these assets are not directly affected by inflation. Since we intend to retain and continue to use our equipment, furniture, fixtures and office equipment, computer hardware and software and leasehold improvements, we believe that the incremental inflation related to replacement costs of 25 Table of Contents such items will not materially affect our operations. However, the rate of inflation affects our expenses, such as those for employee compensation and contract services, which could increase our level of expenses and the rate at which we use our resources. Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Quarterly Report on Form 10-Q do not constitute guarantees of future performance. Investors are cautioned that statements in this Quarterly Report on Form 10-Q which are not strictly historical statements, including, without limitation, express or implied statements or guidance regarding current or future financial performance and position, potential impairment of future earnings, management’s strategy, plans and objectives for future operations or acquisitions, expectations and beliefs for the Company’s acquisitions and divestitures, product development and sales, restructuring activities and the expected results thereof, product candidate research, development and regulatory approval, SG&A expenditures, intellectual property, development and manufacturing plans, availability of materials and product and adequacy of capital resources, and our financing plans, constitute forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates, and management’s beliefs and assumptions. The Company undertakes no obligation to publicly update or revise the statements in light of future developments. In addition, other written and oral statements that constitute forward-looking statements may be made by the Company or on the Company’s behalf. Words such as “expect,” “seek,” “anticipate,” “intend,” “plan,” “believe,” “could,” “estimate,” “may,” “target,” “project,” or variations of such words and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with the following: the success of current and future collaborative or supply relationships; our ability to successfully grow our bioprocessing business, including as a result of acquisitions, commercialization or partnership opportunities, and our ability to develop and commercialize products; our ability to obtain required regulatory approvals; our compliance with all U.S. Food and Drug Administration regulations, our ability to obtain, maintain and protect intellectual property rights for our products; the risk of litigation regarding our patent and other intellectual property rights; the risk of litigation with collaborative partners; our manufacturing capabilities and our dependence on third-party manufacturers and value-added resellers; our ability to hire and retain skilled personnel; the market acceptance of our products, reduced demand for our products that adversely impacts our future revenues, cash flows, results of operations and financial condition; our ability to integrate acquired businesses successfully into our business and achieve the expected benefits of the acquisitions, including the anticipated synergies and other benefits of the BioLife transaction; our ability to complete pending acquisitions, including the pending acquisition of BioLife; our ability to compete with larger, better financed life sciences companies; our history of losses and expectation of incurring losses; our ability to generate future revenues; our ability to successfully integrate acquired businesses; our ability to raise additional capital to fund potential acquisitions; our plans to mitigate our material weaknesses in our internal controls over financial reporting; our volatile stock price; and the effects of our anti-takeover provisions. Further information on potential risk factors that could affect our financial results are included in the filings made by us from time to time with the SEC including under the sections entitled “Risk Factors” in our Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q. We assume no obligation to update any forward-looking information contained in this Form 10-Q, except as required by law.