U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-SA

SEMI-ANNUAL REPORT PURSUANT TO REGULATION A

FOR THE SEMI-ANNUAL PERIOD ENDED: June 30, 2021

Delaware

(State of other jurisdiction of incorporation or organization)

318 Half Day Road, Suite 201

Buffalo Grove, IL 60089

(224) 602-9569

(Address, including zip code, and telephone number,

including area code of issuer’s principal executive office)

Common Stock, par value $0.0001 per share

(Title of each class of securities issued pursuant to Regulation A)

Forward Looking Statements

This Semi-annual Report on Form 1-SA of Biolife4D Corporation., a Delaware corporation, contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in the Biolife4D Offering Circular filed pursuant to Regulation A, or the Offering Circular dated October 4, 2019, under the caption “RISK FACTORS” and which are incorporated herein by reference to the Offering Circular.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this report. The matters summarized below and elsewhere in this report could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this report, whether as a result of new information, future events or otherwise.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of the Offering Circular and our 1-K filed on April 28, 2021. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in the Offering Circular.

BUSINESS

BioLife4D Corporation (the “Company”) was formed as BioGen3D Corporation on November 14, 2016 as a Delaware Corporation for the general purpose of engaging in any lawful activity for which corporations may be organized under the law of the State of Delaware. On June 5, 2017, the Company filed a Certificate of Amendment to the Certificate of Incorporation and changed the Company’s name to BioLife4D Corporation.

Results of Operations

Revenue. Total revenue for the period from January 1, 2021 to June 30, 2021 was $0. Total revenue for the corresponding period ending June 30, 2020 was also $0. The Company continues to be in the start-up phase.

Operating Expenses. Operating expenses for the period from January 1, 2021 to June 30, 2021 was $617,158 compared to corresponding period ending June 30, 2020 which were $750,528. Operating expenses for the period were comprised of insurance costs, legal and professional fees (including accounting costs), marketing costs, office supplies, and overall operating expenses such as utilities and travel.

Net Loss. Net loss for the period from January 1, 2021 to June 30, 2021 was ($405,579) which included interest expense of ($24,00), interest income of $69, PPP Loan Forgiveness of $222,400, Research & Development Tax Credits of $17,172, and Depreciation Expense of ($4,062). This compares to a net loss of $793,242 for the period from January 1, 2020 to June 30, 2020.

Liquidity and Capital Resources

The Company had net cash of $434,898 at June 30, 2021. During the period from January 1, 2021 to June 30, 2021, the Company used $347,988 for operating expenses. Capital needs in 2021 were met from the sale of stock, proceeds from Paycheck Protect Program Loans, the use of credit cards, and from interest. There was interest income of $69 for the same period. For the period between January 1, 2021 to June 30, 2021, we raised an additional $497,328 from investors. The Company also received a $174,872 Paycheck Protection Program Loan.

The Company had net cash of $963,318 at June 30, 2020. During the January 1, 2020 to June 30, 2020 period, the Company used 750,528 for operating expenses. Capital needs were met from the sale of stock, the use of credit cards, and from interest. There was interest income of $4,966 for the same period. The Company used $8,890 to purchase equipment. During the period between January 1, 2020 and June 30, 2020, we raised $141,561 from investors. The Company also received a $222,400 Paycheck Protection Program Loan.

As of June 30, 2021, the Company had $12,383 in accounts payable, $18,420 in credit cards, $21,826 in accrued expenses, $600,000 in shareholder notes, $115,852 in interest payable, and $174,873 in PPP Loans Payable.

As of December 31, 2020, the Company had $2,705 in accounts payable and $2,485 in accrued expenses; $600,000 in shareholder notes, $91,852 in interest payable, and $222,400 in PPP Loans Payable.

Trend Information

Because we are still in the initial phase of research and development, we are unable to identify any recent trends in site visitations, revenue or expenses since the latest financial year. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

We have identified the policies outlined in this Offering Circular and attachments as critical to our business operations and an understanding of our results of operations. Those policies outlined are not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Revenue Recognition

The Company had no revenue during 2020 or for the period ended June 30, 2021.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months.

On August 28, 2020, a group of note holders totaling $600,000, filed a lawsuit naming the Company as a defendant alleging breach of contract in Cook County, IL. The file number is 2020L006166.

ITEM 2 OTHER INFORMATION

None.

ITEM 3. FINANCIAL STATEMENTS

Table of Contents

Biolife4D Corporation

Balance Sheet

As of June 30, 2021 and December 31, 2020

Biolife4D Corporation

Income Statement

For the six-month periods ended June 30, 2021 and June 30, 2020

Biolife4D Corporation

Statement of Changes in Shareholders’ Equity/Deficit

For the six-month periods ended June 30, 2021 and June 30, 2020

Biolife4D Corporation

Statement of Cash Flows

For the six-month periods ended June 30, 2021 and June 30, 2020

ITEM 3. Exhibits

Index to Exhibits

All Exhibits filed previously and incorporated herein by reference

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.