Harvard Apparatus Regenerative Technology, Inc. (HRGN) SEC Filings

Harvard Apparatus Regenerative Technology, Inc. granted CEO and director Junli He a nonqualified stock option covering 1,200,000 shares of common stock at an exercise price of $1.09 per share, expiring on July 21, 2036. The award consists of a 600,000-share time-based tranche and a 600,000-share performance-based tranche with distinct vesting conditions.

The time-based portion includes 100,000 shares vesting upon signing of the award agreement, then 16,667 shares vesting monthly from September 1, 2026 until a total of 600,000 shares vest, all subject to continued employment. The performance-based portion vests in four milestone tranches tied to a controlling-stake sale or national exchange listing, share-price performance, additional capital raising of at least $10,000,000, and other conditions, and becomes fully vested upon a Sale Event or Change of Control under the company’s equity plan.

Harvard Apparatus Regenerative Technology, Inc. entered into two short-term bridge loan arrangements with its Chairman and Chief Executive Officer, Junli He, providing a total of $400,000 in funding. A $200,000 Bridge Note dated May 8, 2026 and a second $200,000 Bridge Note dated July 16, 2026 each bear a fixed annual interest rate of 8%, calculated on a 360-day year.

For each note, all principal and accrued interest are due on the earlier of the company's next capital raise with at least $5,000,000 in gross proceeds or the one-year anniversary of the note's date. If the company completes an equity financing of at least $200,000 before maturity, the lender may elect to convert the outstanding balance into the new securities at the financing price. The notes are prepayable at any time without penalty, include customary covenants and events of default, and were approved as related party transactions by the disinterested directors. Aggregate principal outstanding under the Bridge Notes is $400,000.

Harvard Apparatus Regenerative Technology, Inc. entered into a loan arrangement on April 13, 2026, under which Chairman and Chief Executive Officer Junli He agreed to provide the company with a $300,000 Bridge Note. The note carries a fixed annual interest rate of 8% and includes covenants and customary events of default.

The principal and accrued interest become due on the earlier of the company’s next capital raise with at least $5,000,000 in gross proceeds or April 13, 2027. The Bridge Note allows optional conversion at the lender’s discretion. This report also corrects a prior classification error, re-reporting the loan as an Item 1.01 entry into a material definitive agreement rather than a termination under Item 1.02.

Harvard Apparatus Regenerative Technology, Inc. held its Annual Meeting of Stockholders on June 18, 2026. Stockholders elected three Class I Directors — Junli (Jerry) He, James Shmerling, and Mao Zhang — each for a one-year term ending at the 2027 annual meeting.

Shareholders ratified the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 14,077,329 votes for. They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 12,467,264 votes for.

Harvard Apparatus Regenerative Technology, Inc. reported a Q1 2026 net loss of $1.6 million, slightly better than the $1.7 million loss a year earlier. Product revenue rose to $226,000 from $45,000, driven by expanded Consumer Health products in Asia. Operating expenses were $1.8 million, with research and development at $0.56 million and general and administrative at $1.05 million. Cash and cash equivalents fell to $419,000 from $1.35 million at year-end, while accumulated deficit reached about $108.2 million, leaving total assets of $1.8 million and equity of $92,000. Management discloses substantial doubt about the company’s ability to continue as a going concern and expects existing cash plus a subsequent $0.5 million bridge loan to fund operations only into the second quarter of 2026, requiring additional financing to sustain activities.

Harvard Apparatus Regenerative Technology, Inc. filed an 8-K to share that the first patient has been treated with its Cellspan™ Esophageal Implant (CEI) in a Phase 1 feasibility and safety clinical trial at the Mayo Clinic in Rochester, Minnesota.

The CEI is a combination product using a modified polyurethane CellFrame™ mesh scaffold seeded with a patient’s own adipose-derived Mesenchymal Stromal Cells, temporarily supporting tissue growth before scaffold removal 21–42 days after implantation. The company highlights this as a key milestone in its effort to offer a regenerative option for life‑threatening esophageal disease, which currently relies on highly invasive procedures.

Harvard Apparatus Regenerative Technology, Inc. is asking stockholders to vote at its 2026 Annual Meeting on three key items: electing three Class I directors, ratifying CBIZ CPAs P.C. as auditor for 2026, and approving a non-binding advisory vote on named executive officer pay.

The meeting will be held in person on June 18, 2026 at 9:30 a.m. Eastern Time at the company’s Holliston, Massachusetts headquarters. Stockholders of record as of April 21, 2026, when 17,580,744 common shares were outstanding, are entitled to vote one share per share held. The board states that all directors except the CEO are independent and recommends voting “FOR” all three proposals.

The proxy details board and committee structure, director biographies, executive employment terms, and 2025 compensation. CEO Junli (Jerry) He received total 2025 compensation of $439,969, while other named executives received between about $188,000 and $228,000. The filing also describes equity incentive plans, ownership of major shareholders and insiders, related-party bridge loans from the CEO, and the transition of audit work from Marcum LLP to CBIZ CPAs P.C.

Harvard Apparatus Regenerative Technology, Inc. entered into a related-party bridge loan with its Chairman and CEO, Junli He, for $300,000, documented in a Bridge Note bearing a fixed 8% annual interest rate.

The principal and accrued interest are due on the earlier of the company’s next capital raise with at least $5,000,000 in gross proceeds or April 13, 2027. The Bridge Note includes optional conversion at the lender’s discretion, covenants, and customary events of default such as failure to pay amounts due or comply with its terms.

Harvard Apparatus Regenerative Technology, Inc. (HRGN) is a clinical-stage regenerative medicine company developing cell-based implants to restore damaged organs, initially focusing on the esophagus. Its Cellspan Esophageal Implant uses a patient’s own mesenchymal stem cells seeded on a removable polyurethane scaffold to regenerate functional tissue without permanent implants or donor organs.

The FDA has approved an investigational phase 1 trial in up to ten U.S. patients who need resection of up to six centimeters of esophagus; three sites are activated, but the company has yet to enroll its first eligible patient due to strict criteria and logistical hurdles. HRGN leverages encouraging data from over 50 pig procedures and a first-in-human compassionate-use case at Mayo Clinic, and holds U.S. and EU orphan drug designations that could provide multi-year market exclusivity if a product is approved.

The pipeline extends to pediatric esophageal atresia, colon reconstruction and uterine adhesion prevention, supported by collaborations with institutions including Mayo Clinic, Connecticut Children’s and Capital Medical University in China. The company also runs a Hong Kong subsidiary for consumer health products. Research and development expenses were about $2.7 million in 2025 and $2.3 million in 2024. As of March 9, 2026, HRGN had 17,580,744 common shares outstanding, and non-affiliate equity market value was approximately $15.6 million as of June 30, 2025 at a $1.70 share price.