[8-K] HARVARD BIOSCIENCE INC Reports Material Event
Rhea-AI Filing Summary
Harvard Bioscience, Inc. is implementing a 1-for-10 reverse stock split of its common stock after stockholders approved a reverse split proposal at a special meeting on March 6, 2026. The meeting had 27,715,066 shares represented, about 61.97% of shares outstanding on the January 21, 2026 record date.
The reverse split will take legal effect at 4:30 p.m. Eastern Time on March 13, 2026, with split-adjusted trading of the HBIO common stock expected to begin on March 16, 2026. The stated goal is to increase the per share trading price to help regain compliance with Nasdaq’s minimum bid price requirement.
Every 10 shares of common stock will be automatically combined into one share, reducing outstanding shares from approximately 44,719,894 to approximately 4,471,989, while authorized common shares remain at 80,000,000. No fractional shares will be issued; instead, fractional interests will be aggregated and sold, and affected stockholders will receive cash in lieu of fractional shares based on the March 13, 2026 closing price, as adjusted for the split. Proportional adjustments will be made to outstanding options, warrants, convertible securities, and shares under stock incentive plans.
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Insights
Harvard Bioscience is consolidating shares 1-for-10 to support Nasdaq bid-price compliance, with no change to total authorized stock.
The company is executing a 1-for-10 reverse stock split, cutting outstanding common shares from about 44.7 million to about 4.47 million while leaving 80 million authorized shares unchanged. This move is explicitly intended to raise the per share trading price to meet Nasdaq’s minimum bid requirement for continued listing.
The action does not inject new capital; it restructures the share count and price. Economic ownership percentages generally remain proportional, though small holders may be cashed out of fractional positions. Proportional adjustments to options, warrants, and convertible securities help maintain their relative economic terms after the split, while the cash-in-lieu mechanism for fractions simplifies the post-split share structure.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (?230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (?240.12b-2 of this chapter).
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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 5.07 Submission of Matters to a Vote of Security Holders.
On March 6, 2026, Harvard Bioscience, Inc. (the “Company”) held its previously announced Special Meeting of Stockholders (the “Special Meeting”). A total of 27,715,066 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), were present electronically or by proxy at the Special Meeting, representing approximately 61.97% of the Company’s outstanding Common Stock as of the January 21, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Special Meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 30, 2026 (the “Proxy Statement”).
| Proposal 1: | Approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”), to effect a reverse stock split of the Company’s issued and outstanding Common Stock, at a ratio in the range of 1-for-5 and 1-for-15, with such ratio to be determined at the discretion of the Board of Directors (the “Board”) of the Company (the “Reverse Stock Split Proposal”). |
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |
| 27,004,721 | 677,700 | 32,645 | 0 |
Based on the votes set forth above, the stockholders approved the Reverse Stock Split Proposal.
| Proposal 2: | Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal No. 1 (the “Adjournment Proposal”). |
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |
| 26,970,042 | 630,369 | 114,655 | 0 |
Based on the votes set forth above, the stockholders approved the Adjournment Proposal.
Item 7.01 Regulation FD Disclosure
On March 6, 2026, the Company issued a press release announcing its intention to effect a reverse stock split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 8.01 Other Events.
Following stockholder approval of the Reverse Stock Split Proposal, the Board approved a final reverse stock split ratio of 1-for-10. Following such approval, the Company filed an amendment to its Charter (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 4:30 p.m. Eastern Time on March 13, 2026 (“Effective Time”). Beginning on March 16, 2026, the Common Stock is expected to continue to trade on The Nasdaq Global Market on a split-adjusted basis under the symbol “HBIO” with a new CUSIP number, 416906204.
At the Effective Time, every 10 shares of Common Stock outstanding will be combined, automatically and without any action on the part of the Company or its stockholders, into one share of Common Stock. No fractional shares will be issued in connection with the reverse stock split. Instead, the Company’s transfer agent will aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share as a result of the reverse stock split. After that sale, each stockholder who would have been entitled to a fractional share will instead receive a cash payment (without interest) in an amount equal to its respective pro rata share of the total proceeds of such sale.
The reverse stock split will reduce the number of shares of Common Stock issued and outstanding from approximately 44,179,894 to approximately 4,471,989. Following the reverse stock split, the authorized number of shares of Common Stock will remain at 80,000,000.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||
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(d) Exhibits. | |||
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EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | ||
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Harvard Bioscience, Inc., dated March 6, 2026. | ||
| 99.1 | Press Release, dated March 6, 2026. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 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: March 6, 2026 | By: | /s/ Mark Frost |
| Mark Frost | ||
| Interim Chief Financial Officer | ||
Exhibit 99.1
Harvard Bioscience Announces Reverse Stock Split
| - | Harvard Bioscience’s common stock is expected to begin trading on a post-split adjusted basis on March 16, 2026 |
HOLLISTON, Mass., March 6, 2026 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company” or “Harvard Bioscience”), a global leader in life science research tools, today announced that its board of directors approved the Company’s 1-for-10 reverse stock split (the “Reverse Split”) of the Company’s common stock, par value $0.01 per share. The Reverse Split was approved by the stockholders of the Company at a special meeting held on March 6, 2026.
The Reverse Split will legally take effect at 4:30 p.m. Eastern Time, on March 13, 2026. The Reverse Split is intended to increase the per share trading price of the Company’s common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
The 1-for-10 Reverse Split will automatically convert every 10 current shares of the Company’s common stock into one share of common stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of the Company’s common stock following the Reverse Split will receive a cash payment in lieu thereof at a price equal to that fractional share to which the stockholder would otherwise be entitled multiplied by the closing sale price of the common stock on The Nasdaq Capital Market, as adjusted for the Reverse Split, on March 13, 2026.
The Reverse Split will reduce the number of shares of outstanding common stock from approximately 44,719,894 shares, to approximately 4,471,989 shares. The total authorized number of shares will not be reduced. Proportional adjustments will also be made to the exercise and conversion prices of the Company's outstanding stock options, warrants, and convertible securities, and to the number of shares issued and issuable under the Company's stock incentive plans.
Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers' particular processes, and will not be required to take any action in connection with the Reverse Split. For those stockholders holding physical stock certificates, the Company's transfer agent, Computershare Inc., will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-split number of shares, and any payments in cash in lieu of fractional shares, if applicable.
Additional information regarding the Reverse Stock Split is available in the Company's definitive proxy statement originally filed with the U.S. Securities and Exchange Commission (SEC) on January 30, 2026.
About Harvard Bioscience
Harvard Bioscience, Inc. is a leading developer, manufacturer and seller of technologies, products and services that enable fundamental advances in life science applications, including research, drug and therapy discovery, bio-production and preclinical testing for pharmaceutical and therapy development. Our customers range from renowned academic institutions and government laboratories to the world’s leading pharmaceutical, biotechnology and contract research organizations. With operations in the United States, Europe, and China, we sell through a combination of direct and distribution channels to customers around the world.
For more information, please visit our website at www.harvardbioscience.com.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend,” “believe” and similar expressions or statements that do not relate to historical matters. Forward-looking statements include, but are not limited to, statements concerning the sustainability of the Company’s ability to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, its capital structure, its lower near-term refinancing risk and path toward long-term deleveraging, expected future financial and operational performance, the strength of the Company’s market position, business model and anticipated macroeconomic conditions, and matters relating to our ability to continue as a going concern, fund our operations, or comply with the terms of our credit agreement. Forward-looking statements do not guarantee future performance and involve known and unknown uncertainties, risks, assumptions, and contingencies, many of which are outside the Company’s control. Risks and other factors that could cause the Company’s actual results to differ materially from those described in its forward-looking statements include those described in the “Risk Factors” section of the Company’s most recently filed Annual Report on Form 10-K and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission (“SEC”), as well as in the Company’s other filings with the SEC. Forward-looking statements are based on the Company’s expectations and assumptions as of the date of this document. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect any change in expectations, even as new information becomes available.
Harvard Bioscience Investor Inquiries:
Mark Frost
Interim Chief Financial Officer
(508) 893-3120
investors@harvardbioscience.com
Filing Exhibits & Attachments
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