Harvard Bioscience (NASDAQ: HBIO) lowers quorum to one-third of shares

Rhea-AI Filing Summary

Harvard Bioscience, Inc. reported a corporate governance change approved by its Board of Directors on January 19, 2026. The Board adopted an amendment to the company’s Amended and Restated By-laws that lowers the quorum requirement for stockholder meetings from a majority of shares entitled to vote to one-third (1/3) of the shares entitled to vote. This change was effective immediately upon approval by the Board.

The amendment is intended to make it easier for the company to validly conduct stockholder meetings when turnout is low, since fewer shares need to be represented to reach quorum. The full text of the amendment is provided as an exhibit to the report for investors and stockholders who want to review the exact by-law language.

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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 Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2026

_______________________________

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 Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HBIO	The NASDAQ Capital Market

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).

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 19, 2026, the Board of Directors (the “Board”) of Harvard Bioscience, Inc., a Delaware corporation (the “Company”), approved an amendment to the Company’s Amended and Restated By-laws to reduce the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the shares of capital stock entitled to vote (the “By-laws Amendment”). The By-laws Amendment was effective upon adoption by the Board.

The foregoing description of the By-laws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws Amendment, 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.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment No. 2 to Amended and Restated By-laws of Harvard Bioscience, Inc. (as adopted January 19, 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.
Dated: January 20, 2026	By:	/s/ Mark Frost
	Name: Mark Frost
	Title: Interim Chief Financial Officer

FAQ

What corporate change did Harvard Bioscience (HBIO) disclose in this 8-K?

Harvard Bioscience disclosed that its Board of Directors approved an amendment to the Amended and Restated By-laws to change the quorum requirement for stockholder meetings from a majority of shares entitled to vote to one-third (1/3) of the shares entitled to vote, effective upon adoption.

How did Harvard Bioscience (HBIO) change the quorum requirement for stockholder meetings?

The company reduced the quorum requirement so that a stockholder meeting is valid if holders of one-third (1/3) of the shares of capital stock entitled to vote are present or represented, instead of requiring a majority of such shares.

When did the Harvard Bioscience (HBIO) Board approve the by-law amendment?

The Board of Directors of Harvard Bioscience approved the amendment to the Amended and Restated By-laws on January 19, 2026, and the amendment became effective upon that adoption.

Does the 8-K include the full text of the Harvard Bioscience by-law amendment?

Yes. The full text of the by-law amendment is filed as Exhibit 3.1, titled "Amendment No. 2 to Amended and Restated By-laws of Harvard Bioscience, Inc. (as adopted January 19, 2026)," and is incorporated by reference.

Who signed the Harvard Bioscience (HBIO) 8-K related to the by-law amendment?

The report was signed on behalf of Harvard Bioscience, Inc. by Mark Frost, who is identified as the Interim Chief Financial Officer.

Does the by-law amendment affect all Harvard Bioscience stockholder meetings?

The amendment changes the general quorum requirement in the company’s Amended and Restated By-laws, so it applies to stockholder meetings where those by-law quorum rules govern the validity of the meeting.