Harvard Apparatus Regenerative Technology (HRGN) details $0.7M private stock placement

Rhea-AI Filing Summary

Harvard Apparatus Regenerative Technology, Inc. entered into Securities Purchase Agreements with certain investors for a private placement of its common stock. The investors agreed to buy an aggregate of 411,765 shares of common stock at a purchase price of $1.70 per share, for an aggregate purchase price of approximately $0.7 million.

The shares were sold in a private transaction relying on exemptions from Securities Act registration, including Section 4(a)(2) for transactions not involving a public offering and Rule 506 for sales to an accredited investor, as well as similar state law exemptions. The Purchase Agreements contain customary representations, warranties, and covenants, and a form of the agreement is filed as an exhibit to the report.

Insights

Capital markets and corporate finance analyst

HRGN raises about $0.7M through a small private stock sale.

Harvard Apparatus Regenerative Technology, Inc. arranged a private placement where certain investors agreed to purchase 411,765 common shares at $1.70 per share, providing approximately $0.7 million in gross proceeds. This transaction adds new equity capital and slightly increases the company’s share count.

The shares were issued without Securities Act registration under Section 4(a)(2) and Rule 506, indicating a non-public offering to at least one accredited investor. The Purchase Agreements include customary representations, warranties, and covenants, suggesting a standard private financing structure without unusual disclosed conditions.

A form of the Securities Purchase Agreement is filed as an exhibit, which governs the detailed terms of the investment. Future company filings may provide additional context on how this new capital is used within the business.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2025

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 Road, Suite 11, Holliston, MA	01746
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (774) 233-7300

(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: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

Harvard Apparatus Regenerative Technology, Inc. (the “Company”) entered into Securities Purchase Agreements (each a “Purchase Agreement”), each effective as of December 30, 2025, with certain investors (the “Investors”) pursuant to which the Investors agreed to purchase in a private placement an aggregate of 411,765 shares of common stock for the aggregate purchase price of approximately $0.7 million and a purchase price per share of $1.70 (the “Private Placement”).

The Purchase Agreements include customary representations, warranties and covenants. 

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The form of Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, the terms of such documents as set forth in the form of Purchase Agreement, which terms are incorporated into this Item 1.01 by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.

The shares of common stock issued to the Investors were sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Title
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.
		(Registrant)
January 6, 2026		/s/ Junli He
(Date)		Junli He
		Chief Executive Officer

FAQ

What financing transaction did HRGN disclose in this Form 8-K?

Harvard Apparatus Regenerative Technology, Inc. disclosed that it entered into Securities Purchase Agreements with certain investors for a private placement of common stock, in which the investors agreed to purchase an aggregate of 411,765 shares.

How much capital is HRGN raising in this private placement?

The company is raising an aggregate purchase price of approximately $0.7 million by selling 411,765 shares of common stock at a purchase price per share of $1.70.

What type of securities is HRGN issuing and at what price?

HRGN is issuing common stock in the private placement. The investors agreed to purchase an aggregate of 411,765 shares at a purchase price per share of $1.70.

Were the HRGN shares registered under the Securities Act of 1933?

No. The shares of common stock were sold and issued without registration under the Securities Act, in reliance on Section 4(a)(2) for transactions not involving a public offering and Rule 506 for sales to an accredited investor, and similar state law exemptions.

What do the Securities Purchase Agreements for HRGN’s private placement include?

The Securities Purchase Agreements include customary representations, warranties and covenants and are intended primarily to allocate risk between the parties rather than to provide factual disclosures about HRGN.

Where can investors find the full terms of HRGN’s private placement?

A form of the Securities Purchase Agreement is filed as Exhibit 10.1, and the summary of the transaction terms is qualified in its entirety by reference to that exhibit.