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 has called a virtual special stockholder meeting to vote on a reverse stock split of its common stock at a ratio between 1-for-5 and 1-for-15, plus a related proposal to allow adjournment of the meeting to solicit more proxies if needed. The Board is seeking flexibility to implement, or not implement, a single reverse split within six months after the meeting.
The company received Nasdaq deficiency notices after its share price fell below the $1.00 minimum bid requirement and has until March 30, 2026 to regain compliance. The Board views the reverse split as a potential way to increase the share price and maintain listing on The Nasdaq Capital Market, though it warns there is no assurance the price will rise or stay above $1.00 and notes possible negative effects on liquidity and trading.
Authorized shares (80,000,000 common, 5,000,000 preferred) and par value will not change, which would increase the proportion of unissued shares available for future transactions. Fractional shares will not be issued; instead, affected holders will receive cash based on the closing price before the split. As of December 31, 2025, 44,719,894 shares of common stock were outstanding, with entities affiliated with William A. Snider reported as beneficially owning 18.4%.
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 reported Q3 results showing softer demand and tighter liquidity. Revenue was $20.6 million, down 6.3% year over year, with gross margin at 58.4%. Operating income was $0.2 million, and net loss was $1.2 million (loss per share $0.03).
For the first nine months, revenue was $62.8 million (down 9.7%). A non‑cash $47.951 million goodwill impairment recorded in Q1 drove a year‑to‑date net loss of $53.9 million. Cash from operations was $6.8 million year to date, ending cash was $6.8 million, and total debt classified as current was $34.0 million.
The company disclosed substantial doubt about its ability to continue as a going concern. Lenders waived certain covenant breaches and deferred testing for Q3 under the August 2025 amendment, but the company must complete steps toward refinancing or repayment of its Credit Agreement by December 5, 2025. The amendment increased pricing to SOFR plus 700 bps and added mandatory prepayment provisions. As of November 3, 2025, common shares outstanding were 44,579,665.
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.
Stephen DeNelsky, a director of Harvard Bioscience, Inc. (HBIO), reported an award of 110,000 restricted stock units on 09/05/2025. The Form 4 shows the units were recorded as acquired at a price of $0.00 and are held directly, bringing the reporting person’s beneficial ownership following the transaction to 110,000 shares. The filing explains these restricted stock units fully vest on 09/05/2026. The form is signed by the reporting person on 10/07/2025.
Stephen J. DeNelsky, a director of Harvard Bioscience, Inc. (HBIO), filed an Initial Statement of Beneficial Ownership on 09/05/2025. The filing is a Form 3 and states that no securities are beneficially owned by the reporting person at the time of the report. The submission is signed by Stephen DeNelsky on 10/07/2025 and includes an Exhibit 24 power of attorney reference.
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.