Welcome to our dedicated page for Harvard Biosci SEC filings (Ticker: HBIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Harvard Bioscience filings document regulatory disclosures for a life science research tools company with Cellular and Molecular Technologies and Preclinical product families. Form 8-K reports cover operating results, preliminary financial information, corporate presentations, restructuring and manufacturing consolidation actions, executive employment agreements, and stockholder votes affecting the company’s common stock.
Proxy statements describe board matters, executive compensation, pay-versus-performance data, equity awards, charter amendments and special-meeting proposals, including reverse stock split authority and related voting results. The filings also frame governance, capital-structure and forward-looking disclosure topics tied to the company’s global sales channels and manufacturing footprint.
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 investor Leviticus Partners reports beneficial ownership of 3,401,601 shares of common stock, representing 7.6% of the outstanding class as of December 31, 2025. The reporting person has sole power to vote and dispose of all these shares.
The stake is certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of Harvard Bioscience, according to managing member Adam M. Hutt, who signed the Schedule 13G/A on behalf of the reporting person.
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, Inc. is registering up to 9,500,000 shares of common stock for resale by existing securityholders. The amount includes up to 2,000,000 shares issuable from warrants with a $0.50 exercise price and up to 7,500,000 shares issuable upon conversion of a $7.5 million Term C Loan at $1.00 per share.
The company is not selling shares in this offering and will not receive proceeds from selling securityholders’ sales, other than up to $1.0 million if all warrants are exercised for cash. Shares outstanding were 44,719,894 as of December 31, 2025, and would be 54,219,894 assuming full warrant exercise and loan conversion. Each selling holder is subject to a 19.99% beneficial ownership cap on exercises and conversions.
Harvard Bioscience is asking stockholders to approve a reverse stock split of its common stock at a ratio between 1-for-5 and 1-for-15, plus authority to adjourn the special meeting if more votes are needed. The goal is to help the company regain and maintain compliance with Nasdaq’s $1.00 minimum bid price requirement after receiving deficiency notices and a compliance deadline of March 30, 2026.
The special meeting will be held virtually on March 6, 2026, and holders of common stock as of January 21, 2026 can vote. As of December 31, 2025, there were 44,719,894 shares of common stock outstanding, and the board recommends voting in favor of both proposals.
Harvard Bioscience, Inc. has filed a resale registration covering up to 9,500,000 shares of its common stock for sale from time to time by selling securityholders. These shares consist of up to 2,000,000 shares issuable upon exercise of warrants at $0.50 per share and up to 7,500,000 shares issuable upon conversion of a $7.5 million Term C convertible loan at $1.00 per share.
The company is not selling shares in this offering and will receive no proceeds from resales, other than up to $1.0 million if the warrants are exercised for cash, which would be used for working capital and general corporate purposes. There were 44,719,894 shares of common stock outstanding as of December 31, 2025, and the stock trades on Nasdaq under the symbol HBIO. The filing notes that investing in these securities involves a high degree of risk and highlights Harvard Bioscience’s status as a smaller reporting company with scaled disclosure requirements.
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.