Harvard Bioscience Inc 8-K Filings

Harvard Bioscience reported second quarter 2026 revenue of $22.7 million, up 11.1% from $20.5 million a year earlier, with foreign exchange contributing about 1 percentage point. GAAP gross margin was 55.6%, slightly below 56.4% last year, while non-GAAP gross margin was 56.7%.

The company recorded a Q2 2026 net loss of $2.9 million (basic and diluted loss per share of $0.64) versus a $2.3 million loss in Q2 2025. Adjusted EBITDA rose to $1.7 million from $1.5 million. For the six months ended June 30, 2026, revenue was $43.5 million, up from $42.2 million, and GAAP gross margin improved to 57.2% from 56.2%.

Six‑month net loss narrowed to $6.3 million from $52.6 million, primarily because 2025 included a $48.0 million goodwill impairment. Operating cash flow for the first half was negative $0.3 million versus positive $5.7 million a year earlier. At June 30, 2026, cash and cash equivalents were $6.5 million, debt was $36.7 million, and net debt was $33.5 million, with stockholders’ equity of $7.4 million.

Harvard Bioscience, Inc. reported results of its 2026 Annual Meeting of Stockholders. Stockholders approved an Amended and Restated 2021 Incentive Plan that increases the shares of common stock reserved for equity awards by 400,000 shares, on top of 646,520 shares that were available for future awards as of December 31, 2025.

Stockholders also approved an amendment to the Employee Stock Purchase Plan to increase authorized shares for employee purchases, elected two Class II directors to terms ending in 2029, ratified Grant Thornton LLP as independent auditor for 2026, and backed executive compensation in a non-binding advisory vote.

Harvard Bioscience, Inc. furnished an investor presentation outlining its strategy, recent refinancing and financial outlook. The company reported FY25 revenue of $87M with 54% recurring revenue and $8M adjusted EBITDA, and is guiding FY26 revenue growth of 2–4%, adjusted EBITDA growth of 6–10%, and an adjusted gross margin of 58–60%. A debt refinancing extends maturity to December 2029, adds a $7M convertible Term C loan at $10.00/share with automatic conversion above $15.00, and is expected to reduce annual debt service by $3M. The company plans to close its Holliston, MA plant under “Project Viking,” consolidating manufacturing and targeting $3M of adjusted EBITDA improvement in 2027 and $4M from 2028 onward.

Harvard Bioscience reported mixed first-quarter 2026 results. Revenue was $20.8 million versus $21.8 million a year earlier, while gross margin improved to 59% from 56% as the company shifted toward higher-margin products such as organoid platforms and BTX Electroporation and SoHo Telemetry systems.

Net loss narrowed sharply to $3.4 million from $50.3 million, which previously included a $48.0 million goodwill impairment. Adjusted EBITDA was $0.8 million, unchanged from last year, and adjusted EBITDA margin held at 3.7%. Operating cash flow moved from $3.0 million provided to $0.7 million used, largely due to one-time costs tied to debt refinancing.

Management said first-quarter revenue was in line with expectations, reaffirmed full-year 2026 guidance, and projected mid–single-digit revenue growth, margin expansion, and continued adjusted EBITDA profitability in the second quarter as new product adoption scales.

Harvard Bioscience furnished an investor presentation outlining recent performance, strategy, and 2026 outlook. For FY25, the company reports $87M revenue, 58% adjusted gross margin, $8M adjusted EBITDA, and a GAAP net loss of $56.7M, driven in part by a goodwill impairment.

The business generated 54% recurring revenue in 2025 from consumables, software, and services and targets a path toward 60%. Guidance for FY26 calls for 2–4% revenue growth, 58–60% adjusted gross margin, and 6–10% adjusted EBITDA growth, with 1Q26 revenue expected between $20–$22M.

The presentation highlights debt refinancing that extends maturity to 2029 and reduces annual debt service by $3M, as well as a phased closure of the Holliston, MA plant, which is expected to improve adjusted EBITDA by about $3M in 2027 and $4M annually beginning in 2028. Management emphasizes a focus on translational science tools, recurring revenue expansion, and new products such as MeshMEA, SoHo, and Incub8.

Harvard Bioscience reported softer 2025 results driven by a large non-cash goodwill charge. Q4 2025 revenue was $23.7 million, slightly below $24.6 million a year earlier, but gross margin improved to 59.7% from 57.1%. Q4 net loss was $2.8 million versus breakeven, while adjusted EBITDA rose to $3.8 million from $3.0 million.

For full-year 2025, revenue declined to $86.6 million from $94.1 million amid weaker spending by CROs, distributors and academic customers. Net loss widened sharply to $56.7 million from $12.4 million, primarily due to a $48.0 million goodwill impairment, plus refinancing and pension settlement costs. Adjusted EBITDA improved to $8.1 million from $7.2 million, and cash from operations increased to $6.7 million from $1.4 million, reflecting better underlying cash generation despite the accounting loss.

Year-end 2025 cash was $8.6 million versus $4.1 million, debt was $35.9 million, and stockholders’ equity fell to $13.7 million from $63.3 million after the impairment. Management highlighted a strategic shift toward higher-margin translational science and New Approach Methodologies, aiming to support growth in 2026.

Harvard Bioscience, Inc. updated executive leadership arrangements by entering into amended and restated employment agreements with Chief Executive Officer John Duke and newly appointed Chief Financial Officer and Treasurer Mark Frost, effective March 6, 2026.

Mr. Duke’s agreement runs through July 16, 2027 with automatic two-year extensions and provides a $515,000 annual base salary, an eligibility for up to 80% of base salary in annual cash incentives, and a one-time $100,000 cash bonus tied to successful refinancing of the company’s credit facility in lieu of his 2025 annual bonus. For 2026, his target equity grant is anticipated to be 75,000 restricted stock units after the previously announced 1:10 reverse stock split effective March 13, 2026.

Mr. Frost’s agreement runs until April 10, 2027 with automatic two-year extensions and provides a $375,000 annual base salary and eligibility for up to 60% of base salary in annual cash incentives. For 2026, his target equity grant is anticipated to be 30,000 restricted stock units post-split. Both agreements include severance pay and accelerated vesting benefits for specified termination events, including certain terminations without cause, for good reason, or in connection with a change in control, along with standard accrued compensation items.

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.

Harvard Bioscience reported preliminary, unaudited fourth quarter 2025 results and outlined a long-term growth strategy. The company expects Q4 2025 revenue of $23.7 million, above the midpoint of its $22.5–$24.5 million guidance range.

Preliminary gross margin is projected at 60%, the high end of its 58–60% guidance, helped by a richer mix of higher-margin products and prior cost reductions. Preliminary adjusted EBITDA of $3.8 million represents 27% year-over-year growth, supported by cost reduction, tighter expense management and solid execution.

Management also detailed four strategic pillars focused on translational science, a higher-margin new product pipeline, expansion of consumables and software revenue, and operational excellence. The company targets year-over-year revenue growth and mid- to high-single digit adjusted EBITDA growth in 2026, supported by recent debt refinancing and U.S. manufacturing consolidation.

Harvard Bioscience is launching “Project Viking,” a restructuring that will close its Holliston, MA manufacturing facility and consolidate U.S. production in Minneapolis, MN, with some operations moving to Germany, Sweden, and the UK.

The company expects about $3 million in cost savings in 2027 and about $4 million in annual savings beginning in 2028 from lower overhead, SKU rationalization, better asset use, and workforce reconfiguration. To implement the plan, it expects pre-tax restructuring charges of roughly $3.4–$4.4 million, including $0.6–$0.7 million of non-cash asset write-offs and/or accelerated depreciation mainly tied to the Holliston exit. Actions are expected to be substantially complete by the first half of 2027, and management cautions that actual results and charges may differ from current estimates.

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.

Harvard Bioscience, Inc. furnished an investor update slide presentation to the investment community, providing information about its business strategy and outlook. The presentation is attached as Exhibit 99.1 to this report and is being provided under Regulation FD, meaning it is intended to ensure broad, fair disclosure to all investors.

The company states that the information in the presentation is being furnished rather than filed, so it is not subject to certain liability provisions and is not automatically incorporated into other securities law filings. The report also includes the usual caution that the presentation contains forward-looking statements based on current expectations and subject to risks and uncertainties described in the company’s most recent annual and quarterly reports.

Harvard Bioscience entered a new secured Loan and Security Agreement with BroadOak-led lenders, adding three term loans of $10.0 million, $22.5 million and $7.5 million. The Term A and Term B loans are senior secured obligations maturing on December 17, 2029, with quarterly principal payments starting December 31, 2027. The Term C loan is a senior secured convertible term loan maturing on the same date and is convertible, with accrued interest, into common stock at $1.00 per share, including an automatic conversion feature if the share price exceeds $1.50 for thirty consecutive trading days.

The loans bear interest at a minimum annual rate of 12.80% through the second anniversary of the agreement and 12.50% thereafter, or the prime rate plus 5.25%, and carry prepayment premiums and a 10.00% exit fee on amounts repaid, subject to specified exceptions. Proceeds will repay all obligations under the prior Citizens Bank credit facility, cover fees and support working capital and other corporate purposes. The company also issued warrants to purchase 2,000,000 common shares at $0.50 per share with a seven-year term and agreed to register the resale of shares issuable on conversion and exercise.

The obligations are guaranteed by certain domestic subsidiaries and secured by substantially all assets, and the agreement includes customary covenants and events of default. While the term loans remain outstanding, the administrative agent may nominate one director; in connection with this right, the board appointed William A. Snider, a BroadOak partner, to the board and its Compensation Committee, effective December 17, 2025. Mr. Snider will receive 110,000 restricted stock units and an annual cash retainer of $91,000, and the company plans to form a Product, Operations and Scientific Advisory Board with representation from both the company and BroadOak.

Harvard Bioscience announced it issued a press release with financial results for the three and nine months ended September 30, 2025, and scheduled a conference call at 8:00 AM ET on November 6, 2025.

The release is furnished under Item 2.02 of a Form 8‑K as Exhibit 99.1 and, as furnished information, is not deemed filed under the Exchange Act.

Harvard Bioscience, Inc. received notice from Nasdaq that it has been granted an additional 180 days, until March 30, 2026, to regain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share for continued listing. To qualify for this second compliance period, the company applied to transfer its common stock listing from the Nasdaq Global Market to the Nasdaq Capital Market, and this transfer becomes effective at the opening of business on October 3, 2025.

The company originally fell out of compliance after its closing bid price stayed below $1.00 for 30 consecutive business days. If the stock closes at or above $1.00 for at least 10 consecutive business days before March 30, 2026, Nasdaq staff will confirm that the company has regained compliance. If compliance is not restored by that date, the stock will be subject to delisting, although the rules allow the company to appeal. The company plans to monitor its share price and may consider options such as a reverse stock split to regain compliance.

Harvard Bioscience reported a board change, appointing Stephen DeNelsky as a Class I director effective September 5, 2025, with a term running until the 2028 annual meeting of stockholders. He also joins the Board’s Nominating & Governance Committee.

DeNelsky, age 57, is a Managing Director at Oaktree Capital Management and has three decades of healthcare investing and analysis experience across life sciences, pharmaceuticals, devices and services. As a non-employee director, he will receive compensation valued at approximately $135,000, including 110,000 restricted stock units and a $91,000 annual cash retainer. The company disclosed this appointment in an accompanying press release furnished as an exhibit.

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.

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.

Harvard Bioscience (HBIO) filed an amended Form 8-K to restate Item 3.01 and confirm that Nasdaq has formally determined the company is out of compliance with Listing Rule 5605(c)(2)(A), which requires at least three independent directors on the audit committee. The shortfall was triggered by director Alan Edrick’s resignation on 10 Jun 2025, leaving only two audit-committee members. Nasdaq’s notice was received on 26 Jun 2025.

HBIO states it will appoint a new, fully independent director “as expeditiously as practicable” and will rely on the cure period in Rule 5605(c)(4), giving the company until the earlier of its next annual shareholders’ meeting or 10 Jun 2026 to regain compliance. Until then, the company remains subject to potential delisting if it fails to add a qualified director within the allowed timeframe. No financial statements, earnings metrics or transactional details were included in this filing.