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UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities ExchangeAct
of 1934
Date of Report (Date of earliest event reported): June 18, 2025

HARVARD BIOSCIENCE, INC.
(Exact name of registrant
as specified in its charter)
Delaware |
001-33957 |
04-3306140 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
84 October Hill Road
Holliston, MA 01746
(Address of Principal Executive Offices) (Zip Code)
(508) 893-8999
(Registrant's telephone number,
including area code)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the SecuritiesAct
(17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the ExchangeAct (17 CFR
240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR
240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the ExchangeAct
(17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of theAct:
Title of each class |
Trading Symbol(s) |
Name of each exchange
on which registered |
Common Stock, $0.01 par
value |
HBIO |
The NASDAQ Stock Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the SecuritiesAct
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities ExchangeAct
of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 18, 2025, Harvard Bioscience,
Inc. (the “Company”) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with
the audit committee requirement set forth in Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Composition Requirement”)
due to the Company having only two members on the audit committee (the “Audit Committee”) of its Board of Directors (the “Board”).
The Company’s current failure to comply with the Audit Committee Composition Requirement is due to a vacancy resulting from Alan
Edrick’s resignation from the Board and the Audit Committee effective June 10, 2025.
The Company intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A)
by appointing a new Board member who meets the independence requirements under Nasdaq rules and Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934, as amended, as expeditiously as practicable. Until such appointment, the Company plans to rely on the cure period
set forth in Nasdaq Listing Rule 5605(c)(4), which gives the Company until the earlier of (i) the Company’s next annual meeting
of stockholders or (ii) one year from Mr. Edrick’s resignation, or June 10, 2026 to
satisfy the Audit Committee Composition Requirement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description |
| |
104 | Cover Page Interactive Data File (embedded within
the XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
ExchangeAct of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
HARVARD BIOSCIENCE, INC. |
|
|
|
Date: June 23, 2025 |
/s/ Mark Frost |
|
|
Mark Frost |
|
|
Interim Chief Financial Officer and Treasurer |
|