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Insider Bridge Note funds Harvard Apparatus (OTCQB: HRGN) with $300,000 loan

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

This amendment corrects the filing classification without changing the disclosed $300,000 bridge-note obligation; against $419,000 of cash and equivalents at March 31, 2026, that balance equaled 40.2 days of first-quarter operating cash use.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $419,000 / ($937,000 / 90) = [object Object]
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bridge Note principal $300,000 Aggregate amount loaned by Junli He to the company under the Bridge Note
Interest rate 8% per annum Fixed annual interest rate on the Bridge Note
Capital raise repayment threshold $5,000,000 Gross proceeds of next capital raise that can trigger earlier repayment
Note date April 13, 2026 Date the company entered into the loan arrangement with Junli He
Latest maturity date April 13, 2027 Latest date when principal and accrued interest are due if no qualifying capital raise occurs
Exhibit number 10.1 Bridge Note filed as an exhibit to the report
Bridge Note financial
"an aggregate amount of $300,000 as evidenced by a Bridge Note executed"
material definitive agreement regulatory
"a new material definitive agreement and should have been reported under Item 1.01"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
events of default financial
"provides for certain events of default including if the Company fails to pay"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
optional conversion financial
"The Bridge Note provides for optional conversion at the discretion of the Lender"
capital raise financial
"the Company’s next capital raise that includes gross proceeds of at least $5,000,000"
A capital raise is when a company brings in new money from investors or lenders by selling shares, debt, or other securities to fund operations, growth projects, or to pay liabilities. It matters to investors because it changes the company’s financial picture—adding cash that can enable expansion or avoid trouble, but also potentially reducing each existing owner’s share or increasing the company’s debt load, similar to putting fuel in a car to keep it running while changing who shares the ride or who pays for repairs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What loan agreement did HRGN enter into on April 13, 2026?

Harvard Apparatus Regenerative Technology (HRGN) entered into a Bridge Note for $300,000 with its Chairman and CEO, Junli He. The arrangement provides short-term funding through a note bearing 8% annual interest and includes covenants and customary default provisions.

What are the key repayment terms of HRGN’s $300,000 Bridge Note?

The $300,000 Bridge Note is due, with accrued interest, on the earlier of a future capital raise with at least $5,000,000 in gross proceeds or April 13, 2027. This structure ties repayment to either financing success or a fixed maturity date.

Who is the lender under Harvard Apparatus (HRGN)’s Bridge Note?

The lender is Junli He, who serves as Chairman and Chief Executive Officer of Harvard Apparatus Regenerative Technology. He agreed to loan the company $300,000 under the Bridge Note, creating a financing arrangement directly with the company’s top executive.

Does HRGN’s Bridge Note include an option to convert the debt?

Yes. The Bridge Note provides for optional conversion at the discretion of the lender, Junli He. Specific conversion terms are not detailed here, but the feature allows the lender to elect conversion rather than simple cash repayment in certain circumstances.

What correction does the 8-K/A amendment for HRGN make?

The amendment reclassifies the Bridge Note disclosure as an Item 1.01 Entry into a Material Definitive Agreement instead of an Item 1.02 termination. It restates the earlier report so that the insider loan is presented under the correct disclosure item.

How does HRGN’s Bridge Note define events of default?

Events of default include failure to pay amounts when due, failure to comply with any agreement, covenant, condition, provision or term in the note, and other customary events of default. These conditions give the lender remedies if the company breaches the note.
Form 8-K/A date of report 04-13-26 true 0001563665 0001563665 2026-04-13 2026-04-13
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 13, 2026
 
Harvard Apparatus Regenerative Technology, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-35853
45-5210462
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
84 October Hill RoadSuite 11HollistonMA
01746
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (774233-7300
 
Biostage, Inc.
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which 
registered
Common Stock
HRGN
OTCQB
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
EXPLANATORY NOTE
 
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends and restates in its entirety the Current Report on Form 8-K filed by Harvard Apparatus Regenerative Technology, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on April 15, 2026 (the “Original Report”). The Original Report reported the Company’s entry into a bridge note with Junli He, the Chairman and Chief Executive Officer of the Company, under Item 1.02 (Termination of a Material Definitive Agreement). That transaction was a new material definitive agreement and should have been reported under Item 1.01 (Entry into a Material Definitive Agreement).
 
This Amendment is being filed to report the matters previously disclosed in the Original Report under the correct Item. Except as set forth in this Amendment, no other changes have been made to the Original Report, and this Amendment does not otherwise modify or update any disclosure contained in the Original Report.
 
Item 1.01.
Entry into a Material Definitive Agreement.
 
On April 13, 2026, Harvard Apparatus Regenerative Technology, Inc. (the “Company”) entered into a loan arrangement with Junli He, the Chairman and Chief Executive Officer of the Company (the “Lender”), pursuant to which the Lender agreed to loan the Company an aggregate amount of $300,000 as evidenced by a Bridge Note executed by the Company in favor of, and accepted by, the Lender (the “Bridge Note”).
 
The Bridge Note accrued interest at an annual fixed rate of 8%, and the principal amount thereof will be due and payable in full, together with all accrued and unpaid interest thereon, on the earlier to occur of a) the closing date (or later date of capital being provided pertaining to such continued offering that the following threshold is tripped) of the Company’s next capital raise that includes gross proceeds of at least $5,000,000 or b) April 13, 2027. The Bridge Note provides for optional conversion at the discretion of the Lender, contains covenants, and provides for certain events of default including if the Company fails to pay when due any amount owed thereunder, fails to comply with any agreement, covenant, condition, provision or term contained therein and other customary events of default.
 
The foregoing description of the Bridge Note does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth in Item 1.01 of this Current Report on Form 8-K/A with respect to the Bridge Note is incorporated by reference into this Item 2.03.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit 
Number
Title
10.1
Bridge Note dated as of April 13, 2026, by Harvard Apparatus Regenerative Technology, Inc. in favor of Junli He (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 15, 2026).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
 
 
 
 
Date: August 3, 2026
By:
/s/ Joseph L. Damasio, Jr.
 
 
Joseph L. Damasio, Jr.
 
 
Chief Financial Officer
 

Filing Exhibits & Attachments

4 documents