Harvard Biosci SEC Filings

Stephen J. DeNelsky, a director of Harvard Bioscience, Inc. (HBIO), filed an Initial Statement of Beneficial Ownership on 09/05/2025. The filing is a Form 3 and states that no securities are beneficially owned by the reporting person at the time of the report. The submission is signed by Stephen DeNelsky on 10/07/2025 and includes an Exhibit 24 power of attorney reference.

James W. Green, a director of Harvard Bioscience, Inc. (HBIO), reported multiple stock transactions dated 08/15/2025 related to restricted stock units (RSUs) and tax withholding. The filing shows several forfeitures of time-based and performance-based RSUs granted in 2023 and 2024, and share dispositions to satisfy tax withholding on vested RSUs. Reported disposals include 49,048 shares (forfeiture), 33,200 shares (tax withholding at $0.529 per share), 119,332 shares (forfeiture), 11,540 shares (tax withholding at $0.529), 66,036 shares (forfeiture) and 113,366 shares (forfeiture). Following these transactions, the reporting person beneficially owned 2,452,566 shares, which includes 375,005 performance-based RSUs.

Harvard Bioscience entered into a retention letter with Interim Chief Financial Officer Mark Frost to support a planned refinancing of its term loan and senior revolving credit facility. The agreement makes Mr. Frost eligible for a $100,000 retention bonus if the refinancing is completed prior to March 15, 2026, replacing a previously offered $50,000 cash bonus. Eligibility requires Mr. Frost to remain employed through the refinancing date and, unless earlier terminated by the company without cause, through the retention date. If terminated without cause before the retention date, Mr. Frost would receive five months of base salary and the company-paid portion of COBRA premiums, subject to execution of a general release. The full Retention Letter Agreement is filed as Exhibit 10.1 and is incorporated by reference.

John D. Duke, Chief Executive Officer and Director of Harvard Bioscience (HBIO), received awards totaling 1,000,000 restricted stock units (RSUs) reported as insider transactions dated 08/08/2025. 500,000 RSUs are time-based and vest in three equal installments on August 8, 2026, 2027 and 2028. A separate 500,000 RSU award is performance-based, vesting upon achievement of relative total shareholder return versus the Russell 2000 from August 8, 2025 to the earlier of July 30, 2028 or a change of control; the reported target is 500,000 RSUs with a maximum payout of 150% (up to 750,000). The Form reports 1,000,000 shares beneficially owned following the reported transactions, with the awards recorded at a price of $0.00, indicating grants rather than purchases.

Harvard Bioscience reported weaker sales and a large non-cash charge that materially worsened results for the six months. Revenue declined to $20.45 million in the quarter (down ~11.5% year-over-year) and to $42.22 million for the six-month period (down ~11.3%). The company recorded a $47.951 million goodwill impairment that drove a six-month net loss of $52.622 million (loss per share $1.19). Operating cash flow improved, providing $5.741 million for the six months, and cash and cash equivalents rose to $7.442 million from $4.108 million.

The balance sheet shows $34.864 million of debt (term loan $22.7 million; revolver $12.65 million) and continued covenant pressure. Management obtained a covenant waiver in August 2025 conditioned on completing a refinancing by December 2025, creating substantial doubt about the company’s ability to continue as a going concern unless refinancing or other capital is secured. The filing also discloses previously reported material weaknesses in internal controls that remain under remediation.

Harvard Bioscience entered into a Sixth Amendment to its Credit Agreement that waived defaults tied to missed refinancing milestones and the company's failure to meet its consolidated net leverage and fixed charge coverage covenants as of the June 30, 2025 test date. Lenders agreed not to test the financial covenants for the quarter ended September 30, 2025 provided the company remains current on payments, maintains minimum liquidity of $3.0 million and delivers certain financial reports.

The amendment raises the interest margin to SOFR + 700 bps, adds mandatory prepayment on receipt of refinancing or sale proceeds, and requires the company to take steps to refinance or repay the Credit Agreement by December 5, 2025 or face an event of default. The company will pay a fee of $0.4 million (1.00% of outstanding debt), with 25% paid at signing and the remainder payable on refinancing, repayment or default. The company discloses substantial doubt about its ability to continue as a going concern absent additional capital or refinancing.

Harvard Bioscience, Inc. announced a press release with financial results for the three and six months ended June 30, 2025, and scheduled a conference call at 8:00 AM ET on August 11, 2025. The Current Report (Form 8-K) states the press release is furnished as Exhibit 99.1 and that the information is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference except by specific reference in a future filing.

The report lists Exhibit 99.1 (press release) and Exhibit 104 (cover page interactive data) and is signed by Mark Frost, Interim Chief Financial Officer. No financial figures or performance metrics are provided within this 8-K; readers must consult Exhibit 99.1 for substantive results.