HBIO grants Interim CFO $100K bonus to support loan and credit facility refinancing

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Retention ties CFO incentives to completing refinancing; direct cost is modest but supports transaction continuity.

The retention bonus increases Mr. Frost's potential cash payout to $100,000, up from the $50,000 previously offered, and is explicitly contingent on completing a refinancing of the company's term loan and senior revolving credit facility before March 15, 2026. This aligns the interim CFO's incentives with a near-term financing objective and may help ensure management continuity during negotiations. The severance protections (five months' base salary plus company-paid COBRA) create a limited termination cost if the company ends the relationship without cause prior to the retention date, subject to a signed release. Overall, the arrangement appears tactical and targeted rather than transformational.

Corporate Governance Expert

TL;DR: Standard retention and limited severance secure interim CFO continuity for a specific financing milestone; includes customary release condition.

The agreement replaces an earlier, smaller cash incentive with a larger, milestone-driven retention bonus, which is a common practice to retain key financial leadership during critical transactions. Requiring continued employment through the refinancing and conditioning severance on a general release are typical governance protections. The company has disclosed the material terms and filed the full agreement as an exhibit, providing transparency to stakeholders. The terms are narrow in scope and duration, focused on completing the refinancing rather than broader long-term compensation changes.

false 0001123494 0001123494 2025-08-12 2025-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND 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): August 12, 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 ExchangeAct. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2025, Harvard Bioscience, Inc. (the “Company”) entered into a retention letter agreement (the “Retention Letter Agreement”) with Mark Frost, the Company’s Interim Chief Financial Officer.

The Retention Letter Agreement provides that Mr. Frost will be eligible to receive a cash bonus of $100,000 (the “Retention Bonus”) upon successful refinancing of the indebtedness due under the Company’s existing term loan and senior revolving credit facility (the “Refinancing”) prior to March 15, 2026 (the “Retention Date”). Mr. Frost’s eligibility to receive the Retention Bonus is subject to Mr. Frost’s continued employment with the Company through the date of the Refinancing and, unless earlier terminated by the Company without cause, the Retention Date. The Retention Bonus is being offered to Mr. Frost in lieu of the cash bonus of $50,000 provided in Mr. Frost’s offer letter from the Company dated April 10, 2025.

The Retention Letter Agreement also requires the Company to provide certain payments and benefits in the event of termination of Mr. Frost’s employment without cause prior to the Retention Date. Such benefits include payment of Mr. Frost’s base salary and payment of the Company’s portion of COBRA premiums, in each case, for a period of five months from the date of termination, subject to Mr. Frost signing a general release of claims.

The foregoing description of the Retention Letter Agreement is qualified in its entirety by reference to the complete text of the Retention Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Retention Letter Agreement between Mark Frost and the Company dated August 12, 2025
104	Cover Page Interactive Data File (embedded within the inline 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: August 13, 2025		/s/ Mark Frost
		Mark Frost Interim Chief Financial Officer and Treasurer

FAQ

What retention payment did Harvard Bioscience (HBIO) offer to Interim CFO Mark Frost?

The company offered a $100,000 retention bonus payable upon successful refinancing of its term loan and senior revolving credit facility.

What is the condition for Mark Frost to receive the HBIO retention bonus?

Mr. Frost must be continuously employed through the date the refinancing is completed and, unless earlier terminated without cause, through the Retention Date of March 15, 2026.

Does the retention agreement replace any previously offered bonus to Mark Frost?

Yes. The $100,000 retention bonus is offered in lieu of a $50,000 cash bonus set forth in Mr. Frost's April 10, 2025 offer letter.

What severance or benefits does Mark Frost receive if terminated without cause before the retention date?

If terminated without cause prior to the retention date, Mr. Frost would receive five months of base salary and payment of the company's portion of COBRA premiums, subject to signing a general release of claims.

Where can I find the full terms of the Retention Letter Agreement?

The complete Retention Letter Agreement is filed as Exhibit 10.1 to the report and is incorporated by reference.