Harvard Apparatus raises $2.84M in stock sale
Harvard Apparatus Regenerative Technology, Inc. completed a $2.84 million private placement, including converting $717,911 of bridge notes owed to its CEO into equity.
Rhea-AI Filing Summary
Harvard Apparatus Regenerative Technology, Inc. (HRGN) entered into Securities Purchase Agreements with certain investors for a private placement of 2,703,727 shares of common stock at $1.05 per share, for an aggregate purchase price of $2,838,911. The private placement closed on September 11, 2026.
As part of the transaction, Chief Executive Officer Jerry (Junli) He acquired 683,725 shares through the conversion and cancellation of $717,911 of principal and accrued interest under bridge promissory notes previously issued to him, which were cancelled in full at closing. The shares were issued in reliance on Section 4(a)(2) and Rule 506 under the Securities Act as sales to accredited investors.
Positive
- None.
Negative
- None.
Filing Explained
The completed issuance increases the total share count and reduces existing holders’ percentage ownership, absent offsetting changes.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
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 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares issued in private placement: 2,703,727 shares
Purchase price per share: $1.05 per share
Aggregate purchase price: $2,838,911
+3 more
6 metrics
Shares issued in private placement
2,703,727 shares
Common stock sold in the September 11, 2026 private placement
Purchase price per share
$1.05 per share
Price for shares issued in the private placement and note conversion
Aggregate purchase price
$2,838,911
Total consideration for the private placement
CEO shares acquired
683,725 shares
Shares of common stock issued to CEO Jerry (Junli) He in the note conversion
Debt converted to equity
$717,911
Aggregate principal and accrued interest of bridge promissory notes converted and cancelled
Private placement closing date
September 11, 2026
Date the private placement and note conversion closed
Key Terms
Securities Purchase Agreement, private placement, Section 4(a)(2), Rule 506, +1 more
5 terms
Securities Purchase Agreement financial
"entered into Securities Purchase Agreements (each a “Purchase Agreement”) with certain investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
private placement financial
"agreed to purchase in a private placement an aggregate of 2,703,727 shares"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Section 4(a)(2) regulatory
"in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506 regulatory
"and Rule 506 promulgated under the Securities Act as sales to accredited investors"
A Securities and Exchange Commission rule that lets companies sell securities without registering them with the SEC when they meet certain conditions, commonly used for private placements. It allows issuers to raise unlimited capital from accredited investors and, in some versions, a small number of knowledgeable non‑accredited investors; one version also permits public advertising if the seller takes steps to verify investor credentials. For investors, it signals a private offering with lighter disclosure and different protections than a public stock sale, similar to buying into a private club rather than a publicly traded marketplace.
accredited investors financial
"Rule 506 promulgated under the Securities Act as sales to accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing transaction did HRGN announce on September 11, 2026?
Harvard Apparatus Regenerative Technology, Inc. announced a private placement in which investors agreed to purchase 2,703,727 shares of common stock at $1.05 per share, for total consideration of $2,838,911. The transaction closed on September 11, 2026.
What role did HRGN’s CEO play in the September 2026 financing?
Chief Executive Officer Jerry (Junli) He purchased 683,725 shares of common stock in the private placement via a note conversion, exchanging and cancelling $717,911 of outstanding principal and accrued interest under prior bridge promissory notes.
What debt obligations were converted in HRGN’s note conversion with the CEO?
The company converted and cancelled an aggregate of $717,911 in principal and accrued interest under bridge promissory notes issued to Jerry (Junli) He on April 14, 2026, May 13, 2026 and July 16, 2026, issuing 683,725 shares at $1.05 per share.
What key agreements did HRGN file in connection with the September 2026 private placement?
The company filed a Form of Securities Purchase Agreement as Exhibit 10.1 and a specific Securities Purchase Agreement with Jerry (Junli) He relating to the note conversion as Exhibit 10.2 to the Form 8-K.
AI-generated analysis. How Rhea-AI works. Not financial advice.
