Harvard Apparatus (HRGN) awards CEO Junli He 1.2M options with performance hurdles
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
He Junli
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Nonqualified Stock Option (right to buy), time-based tranche F1 | 600,000 | $0.00 | $0.00 |
| Grant/Award | Nonqualified Stock Option (right to buy), performance-based F2 | 600,000 | $0.00 | $0.00 |
Holdings After Transaction:
Nonqualified Stock Option (right to buy), time-based tranche — 600,000 shares (Direct);
Nonqualified Stock Option (right to buy), performance-based — 600,000 shares (Direct)
Footnotes (2)
- F1. Subject to the Reporting Person's continued employment through each applicable vesting date, the time-based portion of the nonqualified stock option vests and becomes exercisable as follows: 100,000 shares vest upon signing of the applicable award agreement, representing vesting for the six-month period from March 1, 2026 through August 31, 2026, subject to the Reporting Person's continued employment through the date of signing. Thereafter, 16,667 shares vest on the first day of each calendar month commencing September 1, 2026, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date; provided that the final monthly installment will be adjusted as necessary so that no more than 600,000 shares vest under the time-based tranche.
- F2. Subject to the Reporting Person's continued employment through the applicable vesting date, the performance-based portion of the nonqualified stock option vests and becomes exercisable in four milestone tranches as follows: (i) 250,000 shares upon the closing of a sale of a controlling stake in the Issuer or the listing of its common stock on a national securities exchange (Nasdaq or NYSE), whichever occurs first, following the grant date; (ii) 125,000 shares if, at any time following the Issuer's initial public offering or the listing of its common stock on a national securities exchange, the volume-weighted average price of the Issuer's common stock equals or exceeds two times (2.0x) the initial public offering price or initial listing price, or such fixed target as may be established by the Compensation Committee, e.g., $3.00 per share, for twenty (20) consecutive trading days; (iii) 125,000 shares upon the first date on which the Issuer has raised at least an additional $10,000,000
Key Figures
Total option grant: 1,200,000 shares
Exercise price: $1.09 per share
Time-based tranche size: 600,000 shares
+6 more
9 metrics
Total option grant
1,200,000 shares
Nonqualified stock option covering common stock
Exercise price
$1.09 per share
Conversion or exercise price of the options
Time-based tranche size
600,000 shares
Time-based portion of nonqualified stock option
Performance-based tranche size
600,000 shares
Performance-based portion of nonqualified stock option
Initial time-based vesting
100,000 shares
Vests upon signing of the award agreement
Monthly vesting amount
16,667 shares
Vests monthly from September 1, 2026 under time-based tranche
Key performance tranche
250,000 shares
Vest upon controlling-stake sale or national exchange listing
Capital-raise milestone
$10,000,000
Additional capital to trigger vesting of 125,000 performance-based shares
Option expiration
July 21, 2036
Expiration date for both option tranches
Key Terms
Nonqualified Stock Option, performance-based portion, volume-weighted average price, Change of Control, +1 more
5 terms
Nonqualified Stock Option financial
"The reported option is a single nonqualified stock option covering 1,200,000 shares"
A nonqualified stock option (NQSO) is a company grant that gives an individual the right to buy shares at a set price but does not meet special tax rules for incentive stock options; when exercised the difference between the market price and the exercise price is treated as ordinary income for the recipient and as a tax-deductible expense for the company. It matters to investors because NQSOs affect an employee’s after-tax proceeds, the company’s reported expenses, and potential share dilution—think of it like a cash bonus that converts into stock but is taxed as regular pay when you take it.
performance-based portion financial
"the 600,000-share performance-based portion because the portions have different vesting"
volume-weighted average price financial
"the volume-weighted average price of the Issuer's common stock equals or exceeds two times"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Change of Control regulatory
"the occurrence of a Change of Control, each as defined in the Issuer's Amended"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Sale Event regulatory
"Upon the consummation of a Sale Event or the occurrence of a Change of Control"
FAQ
What equity award did HRGN grant to CEO Junli He in this Form 4?
HRGN granted CEO Junli He a nonqualified stock option for 1,200,000 shares of common stock at an exercise price of $1.09 per share, split into equal time-based and performance-based tranches with different vesting conditions.
What are the key performance milestones for Junli He’s HRGN option grant?
The performance-based portion vests in four tranches, including 250,000 shares upon a controlling-stake sale or national exchange listing and 125,000 shares when the stock’s volume-weighted average price reaches at least 2.0x the IPO or listing price for 20 consecutive trading days.
When do the HRGN options granted to CEO Junli He expire?
All reported nonqualified stock options expire on July 21, 2036. Both the 600,000-share time-based tranche and the 600,000-share performance-based tranche share this expiration date, subject to earlier vesting, exercise and employment-related terms.
How much additional capital must HRGN raise to vest part of the performance-based options?
One performance milestone vests 125,000 shares when HRGN has raised at least an additional $10,000,000. This is part of the 600,000-share performance-based portion of CEO Junli He’s nonqualified stock option grant.
What happens to Junli He’s HRGN options upon a Sale Event or Change of Control?
Upon a Sale Event or Change of Control, as defined in HRGN’s Amended and Restated Equity Incentive Plan, the nonqualified stock option becomes fully vested and exercisable with respect to all 1,200,000 shares covered by the award.
AI-generated analysis. How Rhea-AI works. Not financial advice.
