Welcome to our dedicated page for HARVARD BIOSCIENCE 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 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.
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.