HBIO 10-K & 10-Q changes, risk factors and insider trading
Harvard Bioscience Inc. · Nasdaq · Laboratory Analytical Instruments · CIK 1123494 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have recently announced a strategic consolidation of manufacturing operations, known as Project Viking, in connection with which we have incurred and will continue to incur restructuring costs; we may not realize the expected benefits of Project Viking or any future initiatives to reduce operating expenses.”
New heading “We have substantial debt and other financial obligations, and we may incur additional debt in the future. Any failure to meet the requirements of our debt agreements and other financial obligations or maintain compliance with related covenants could harm our business, financial condition and results of operations. Further, compliance with these covenants may affect our ability to respond to changes in our business or to take certain actions.”
New heading “We have received written notice from Nasdaq that we are not in compliance with Nasdaq’s minimum bid price requirements, and if we are unable to regain compliance with Nasdaq continued listing standards, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.”
Removed heading “Risks Related to Going Concern”
Removed heading “There is substantial doubt about our ability to continue as a going concern.”
Removed heading “We have substantial debt, and our lenders have waived our non-compliance with certain of the covenants in our Credit Agreement. If we fail to comply with the terms and conditions of the waiver, or if we fail to comply with any covenants in the future, our lenders may require the amounts outstanding under the debt to become immediately due and payable.”
Removed heading “Our inability to make additional borrowings under our revolving credit facility could materially affect our ability to fund our existing operations or execute our current business strategy. We may be unable to generate sufficient cash flow, and we may be forced to take actions, which may not be successful, to satisfy our obligations and fund our operations.”
Removed heading “The agreement governing our senior secured credit facility contains financial covenants and other covenants that may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions. Any failure to comply with these covenants could materially harm our business, financial condition, results of operations and liquidity.”
Removed heading “We may incur additional restructuring costs or not realize the expected benefits of our initiatives to reduce operating expenses in the future.”
Removed heading “Third parties may seek to hold us responsible for Harvard Apparatus Regenerative Technologies, Inc.’s (“HRGN”) (formerly known as Biostage, Inc.) liabilities, including liabilities that HRGN has assumed from us.”
Largest changes
“As of December 31, 2024, we had outstanding borrowings of $37.4 million under the Credit Agreement. We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. Pursuant to the March 2025 Amendment, the lenders and administrative agent agreed to waive such non-compliance subject to the terms contained in the March 2025 Amendment. …”see in full comparison
“If we are not able to maintain compliance with the covenants under the Credit Agreement, or are unsuccessful in obtaining waivers or amendments for any covenant defaults in the future, in addition to other actions our lenders may require, the amounts outstanding under the Credit Agreement may become immediately due and payable. Any such requirement for an immediate payment would negatively impact our financial condition. …”see in full comparison
“Pursuant to the terms of the March 2025 Amendment, we must restructure or refinance the indebtedness underlying the Credit Agreement or seek additional capital to pay such indebtedness. If we are unable to raise sufficient capital on favorable terms and in a timely manner (if at all), our business and product development efforts could be seriously harmed, and we may be restricted in pursuing potential acquisitions or other business development opportunities as we may be forced to reduce or delay investments and capital expenditures. …”see in full comparison
“We have received written notice from Nasdaq that we are not in compliance with Nasdaq’s minimum bid price requirements, and if we are unable to regain compliance with Nasdaq continued listing standards, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.”see in full comparison
“As of December 31, 2024, there was indebtedness of $37.4 million outstanding under our term loan and senior revolving credit facility (collectively, the “Credit Agreement”). We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. On March 10, 2025, we entered into an amendment to the Credit Agreement (the “March 2025 Amendment”) pursuant to which the lenders and administrative agent agreed to waive such non-compliance, subject to the terms contained in the March 2025 Amendment. …”see in full comparison
“The agreement governing our senior secured credit facility contains financial covenants and other covenants that may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions. Any failure to comply with these covenants could materially harm our business, financial condition, results of operations and liquidity.”see in full comparison
Full comparison: every changed paragraph (45)
Risks Related to Going Concern
There is substantial doubt about our ability to continue as a going concern.
As of December 31, 2024, there was indebtedness of $37.4 million outstanding under our term loan and senior revolving credit facility (collectively, the “Credit Agreement”). We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. On March 10, 2025, we entered into an amendment to the Credit Agreement (the “March 2025 Amendment”) pursuant to which the lenders and administrative agent agreed to waive such non-compliance, subject to the terms contained in the March 2025 Amendment. The March 2025 Amendment provides, among other things, that our failure to achieve certain refinancing milestones, including receipt of a term sheet or commitment letter from one or more potential lenders, by the dates provided in the March 2025 Amendment or our failure to consummate a refinancing of the Credit Agreement by June 30, 2025, would, in either case, constitute an event of default under the Credit Agreement. In such event, in addition to other actions our lenders may require, the amounts outstanding under the Credit Agreement may become immediately due and payable. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” of this report for additional information regarding the March 2025 Amendment.
We are exploring alternative sources of capital that would allow us to refinance our outstanding indebtedness by June 30, 2025, in order to avoid default under the Credit Agreement, but our ability to access such other sources of capital is uncertain. There is no assurance that such capital will be available to us, be obtainable on commercially acceptable terms, or provide us with sufficient funds to meet our objectives. Based on our anticipated cash flows from operations, unless we are able to access other sources of capital or extend the date for repayment under the Credit Agreement, we will be unable to pay our debt obligations and fund our operations for at least twelve months from the date of issuance of the consolidated financial statements contained in this Annual Report on Form 10-K. As a result, there is substantial doubt about our ability to continue as a going concern.
As discussed in Note 2 to the Consolidated Financial Statements included in “Part IV, Item 15. Exhibits, Financial Statement Schedules” of this report, our consolidated financial statements include an explanatory paragraph that such financial statements were prepared assuming that we will continue as a going concern, continue our operations for the foreseeable future and realize assets and settle liabilities in the normal course of business. The financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Such adjustments could be material.
The life sciences industry is very competitive.competitive, and many of our competitors have greater resources than we have.
We derive a significant portion of our revenues from pharmaceutical and biotechnology companies and CROs serving these companies. We expect that pharmaceutical and biotechnology companies and CROs will continue to be a significant source of our revenues for the foreseeable future, including in our CMT and Preclinical product families. As a result, we are subject to risks and uncertainties that affect the pharmaceutical and biotechnology industries, such as government regulation, ongoing consolidation, uncertaintychanging economic policies such as tariffs, the impact of technological change, and reductions and delays in research and development expenditures by companies in these industries.
Reductions in customers’ research budgets due to reductionsfluctuations in government funding or delays in government funding may adversely affect our business.
We have recently announced a strategic consolidation of manufacturing operations, known as Project Viking, in connection with which we have incurred and will continue to incur restructuring costs; we may not realize the expected benefits of Project Viking or any future initiatives to reduce operating expenses.
We may not realize the expected benefits from Project Viking, or from similar consolidation or restructuring initiatives that we may undertake in the future. In addition, we may incur additional restructuring costs in implementing such consolidation and restructuring plans or similar future plans, and such costs may exceed our expectations. The implementation of our restructuring efforts may not improve our operational and cost structure or result in greater efficiency for our organization and our efforts could result in harm to our business; and we may not be able to support sustainable revenue growth and profitability following such consolidations and we could potentially lose revenue as a result of our efforts.
RisingLevels of inflation and interest rates could negatively impact our revenues, profitability and borrowing costs. In addition, if our costs increase and we are not able to correspondingly adjust our commercial relationships to account for this increase, our net income would be adversely affected, and the adverse impact may be material.
We have substantial debt and other financial obligations, and we may incur additional debt in the future. Any failure to meet the requirements of our debt agreements and other financial obligations or maintain compliance with related covenants could harm our business, financial condition and results of operations. Further, compliance with these covenants may affect our ability to respond to changes in our business or to take certain actions.
Our current credit agreement provides for term loans totaling $40.0 million (collectively, the “Credit Agreement”). As of December 31, 2025, we had outstanding borrowings of $40 million under the Credit Agreement.
We have substantial debt, and our lenders have waived our non-compliance with certain of the covenants in our Credit Agreement. If we fail to comply with the terms and conditions of the waiver, or if we fail to comply with any covenants in the future, our lenders may require the amounts outstanding under the debt to become immediately due and payable.
As of December 31, 2024, we had outstanding borrowings of $37.4 million under the Credit Agreement. We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. Pursuant to the March 2025 Amendment, the lenders and administrative agent agreed to waive such non-compliance subject to the terms contained in the March 2025 Amendment. The March 2025 Amendment provides, among other things, that the lender’s commitment under our revolving credit facility is capped at the amount outstanding thereunder as of the date thereof and thus we are unable to make additional borrowings under our revolving credit facility. The March 2025 Amendment also provides that our failure to achieve certain refinancing milestones, including receipt of a term sheet or commitment letter from one or more potential lenders, by the dates provided in the March 2025 Amendment or our failure to consummate a refinancing of the Credit Agreement by June 30, 2025, would, in either case, constitute an event of default under the Credit Agreement. The lenders also agreed not to assert the financial covenants included in the Credit Agreement for the first quarter of fiscal year 2025 provided that we continue to comply with our payment obligations, achieve the refinancing milestones, provide the administrative agent with certain financial reports and maintain a minimum level of liquidity as defined by the March 2025 Amendment. If we are not able to comply with the terms and conditions of the March 2025 Amendment, or if we are otherwise unable to regain and maintain compliance with the covenants under the Credit Agreement, as amended, or are unsuccessful in obtaining waivers or amendments for any covenant in the future, in addition to other actions our lenders may require, the amounts outstanding under the Credit Agreement may become immediately due and payable. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” of this report for additional information regarding the March 2025 Amendment.
If we fail to satisfy these requirements, there can be no assurance that the lenders will not take action to collect payment of our debt or dispose of collateral securing the debt. Our cash flow and existing capital resources may be insufficient to repay our debt, in which such case prior thereto we would have to repay, refinance and or restructure the obligations under the Credit Agreement, including with proceeds from the sale of assets, and additional equity or debt capital. If we are unsuccessful in obtaining such extension, or entering into such repayment, refinance or restructure prior to maturity or acceleration of repayment, our lenders could foreclose against their collateral or seek other remedies, which would jeopardize our ability to continue our current operations.
Our inability to make additional borrowings under our revolving credit facility could materially affect our ability to fund our existing operations or execute our current business strategy. We may be unable to generate sufficient cash flow, and we may be forced to take actions, which may not be successful, to satisfy our obligations and fund our operations.
Due to the consolidated net leverage ratio requirements in the Credit Agreement and based on the terms of the March 2025 Amendment, we are unable to make additional borrowings under our revolving credit facility. Our financial and operating performance will continue to be subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Depending on our revenues and operating performance, our inability to make such additional borrowings could materially affect our ability to fund our existing operations and maintain our current liquidity position.
Pursuant to the terms of the March 2025 Amendment, we must restructure or refinance the indebtedness underlying the Credit Agreement or seek additional capital to pay such indebtedness. If we are unable to raise sufficient capital on favorable terms and in a timely manner (if at all), our business and product development efforts could be seriously harmed, and we may be restricted in pursuing potential acquisitions or other business development opportunities as we may be forced to reduce or delay investments and capital expenditures. Our ability to restructure or refinance our debt will depend on, among other things, the condition of the credit markets, capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we raise additional funds through collaborations or licensing arrangements, we may relinquish rights to certain of our technologies or products or grant licenses to third parties on terms that are unfavorable. In the absence of sufficient cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
The agreement governing our senior secured credit facility contains financial covenants and other covenants that may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions. Any failure to comply with these covenants could materially harm our business, financial condition, results of operations and liquidity.
Pursuant to the terms of the Credit Agreement, we are subject to various covenants, including negative covenants that restrict our ability to engage in certain transactions, which may limit our ability to respond to changing business and economic conditions. Such negative covenants include, among other things, limitations on our ability and the ability of our subsidiaries to incur debt or liens, make investments (including acquisitions), sell assets, and pay dividends on our capital stock. In addition, the Credit Agreement contains certain financial covenants, including a maximumminimum consolidatedliquidity net leverage ratiolevel and aadjusted minimumEBITDA consolidated fixed charge coverage ratio,levels, each of which is towill be tested at the end of each fiscal quarter of the Company. The March 2025 Amendment contains a minimum liquidity requirement, which will be tested on a biweekly basis. The operating and financial restrictions and covenants in the Credit Agreement and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.
If we are not able to maintain compliance with the covenants under the Credit Agreement, or are unsuccessful in obtaining waivers or amendments for any covenant defaults in the future, in addition to other actions our lenders may require, the amounts outstanding under the Credit Agreement may become immediately due and payable. Any such requirement for an immediate payment would negatively impact our financial condition. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely harm our ability to incur additional indebtedness on acceptable terms. Our cash flow and capital resources may be insufficient to pay interest and principal on our debt in the future. If that should occur, our capital raising or debt restructuring measures may be unsuccessful or inadequate to meet our scheduled debt service obligations, which could cause us to default on our obligations and further impair our liquidity.
Further, based upon our actual performance levels, our covenant relating to minimum liquidity level could limit our ability to incur additional debt, which could hinder our ability to execute our current business strategy.
Our ability to make scheduled payments on our debt and other financial obligations and comply with financial covenants depends on our financial and operating performance. Our financial and operating performance will continue to be subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Failure within any applicable grace or cure periods to make such payments, comply with the financial covenants, or any other non-financial or restrictive covenant, would create a default under our Credit Agreement.
Our management has identified material weaknesses in our internal controls over financial reporting as of December 31, 2024. FailureAlthough these material weaknesses have been remediated, failure to establish and maintain effective internal controls over financial reporting in the future could have a material adverse effect on our ability to report our financial condition, results of operations, or cash flows accurately and on a timely basis.
As a publicly traded company, we are subject to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. As part of its annual review of the effectiveness of our internal controls over financial reporting as of December 31, 2024, our management identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The identified material weaknesses relaterelated to the design and operating effectiveness of our internal controls over (i) our order to cash cycle and (ii) our physical count of inventories. As a result of these material weaknesses, our management also concluded that our disclosure controls and procedures were not effective as of December 31, 2024.
WeWith are currently implementing a plan intendedrespect to remediate the material weaknesses described above.above, Thewe identifiedhave designed and implemented specific remediation initiatives, and as a result do not have any material weaknesses will be considered remediated once additional internal controls are designed, implemented and operate effectively for a sufficient periodas of timeDecember to31, allow2025. managementHowever, to conclude thatin the material weaknesses have been fully remediated. However, there can be no assurance thatfuture, we will be able to remediate fully the material weaknesses on a timely basis. We may also fail to identify other material weaknesses or significant deficiencies that could impair our ability to report our financial condition and results of operations accurately or on a timely basis.
For a discussion of our internal control over financial reporting and a description of the identified material weaknesses and remediation plans,reporting, see “Part II, Item 9A. Controls and Procedures” of this Annual Report on Form 10-K.
Use of artificial intelligence (“AI”) to improve our internal business operations, or in the development or provision of products or services, poses risks and challenges. The use of AI, particularly generative AI, presents opportunities as well as risks that could negatively impact theour business. The development, deployment, and use of AI, including within the life sciences industry, is still in its early stages, where the use of insufficiently developed AI technologies and premature deployment practices could result in unintended outcomes that harm the business. AI technologies may be developed using inaccurate, incomplete, flawed or biased algorithms, training methodologies or data, which could result in competitive harm, regulatory penalties, legal liability, or brand or reputational harm. Further, a failure to timely and effectively use or deploy AI and integrate it into new product offerings and services could negatively impact our competitiveness, particularly ahead of evolving industry trends and evolving consumer demands. We may be unable to devote adequate financial resources to develop or acquire new AI technologies and systems in the future.
AI can pose risks from an intellectual property, confidential data leakage, data protection, and privacy perspective, as well as raise ethical concerns, compliance issues, and security risks. The input of confidential information or trade secrets into AI systems may result in the loss of intellectual property, proprietary rights, or attorney-client privilege in such information or trade secrets. The use of AI technologies for developing products or services may adversely affect or preclude the company’s intellectual property rights in such products or services, or may expose the company to liability related to the infringement, misappropriation or other violation of third-party intellectual property. The use of AI technologies with personally identifiable information may also result in legal liability. Further, particularly given the nascent stage of the technology, the use of AI can lead to unintended consequences, including the generation of outputs that appear correct but are factually inaccurate, misleading, or that result in unintended biases and discriminatory outcomes, or are otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or errors in these outputs.
Our enterprise resource planning (“ERP”) systems are critical to our ability to accurately maintain books and records, record transactions, provide important information to our management and prepare our financial statements. The implementation of any IT systems, including ERP systems, has required in the past, and may continue to require investment of significant financial and human resources. In addition, we may not be able to successfully complete the implementation of the ERP systems without experiencing difficulties. Any disruptions, delays or deficiencies in the design and implementation of any information technology (“IT”) system, including ERP systems, could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business.
To meet business objectives, we rely on both internal IT systems and networks, and those of third parties and their vendors, to process and store sensitive data, including confidential research, business plans, financial information, intellectual property, and personal data that may be subject to legal protection. The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems and networks, and the confidentiality, integrity, and availability of our sensitive data. We continually assess these threats and make investments to increase internal protection, detection, and response capabilities, as well as ensure our third-party providers have the required capabilities and controls to address this risk. We have been, and may continue to be, subject to cybersecurity risks and incidents related to our business. While we have not experienced any material impact to the business or operations resulting from information or cybersecurity incidents, because of the frequently evolving tactics adopted by threat actors, along with the increased volume and sophistication of attacks by such threat actors, there is the potential for us to be materially adversely impacted in the future. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. Additionally, the California Consumer Privacy Act of 2018 (the “CCPA”), which became effective on January 1, 2020, provides private rights of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties. Compliance with the CCPA and other current and future applicable privacy, cybersecurity and related laws can be costly and time-consuming. Significant capital investments and other expenditures could also be required to remedy cybersecurity problems and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached. These costs, which could be material, could adversely impact our results of operations in the period in which they are incurred and may not meaningfully limit the success of future attempts to breach our information technology systems.
We may incur additional restructuring costs or not realize the expected benefits of our initiatives to reduce operating expenses in the future.
We may not realize the expected benefits from our recent realignment and restructuring initiatives or similar restructuring initiatives that we may undertake in the future. In addition, we may incur additional restructuring costs in implementing such realignment and restructuring plans or other similar future plans in excess of our expectations. The implementation of our restructuring efforts, including the reduction of our workforce, may not improve our operational and cost structure or result in greater efficiency of our organization; and we may not be able to support sustainable revenue growth and profitability following such restructurings.
Third parties may seek to hold us responsible for Harvard Apparatus Regenerative Technologies, Inc.’s (“HRGN”) (formerly known as Biostage, Inc.) liabilities, including liabilities that HRGN has assumed from us.
Third parties may continue to seek to hold us responsible for HRGN’s liabilities, including any of the liabilities that HRGN agreed to retain or assume in connection with the separation of the HRGN business from our businesses, and related spin-off distribution. For example, in April 2022, we and HRGN entered into a settlement of a litigation relating to injuries allegedly caused by products produced by us and HRGN and utilized in connection with surgeries performed by third parties (the “HRGN Settlement”). The HRGN Settlement resolved and dismissed all claims by and between the parties.
We have received written notice from Nasdaq that we are not in compliance with Nasdaq’s minimum bid price requirements, and if we are unable to regain compliance with Nasdaq continued listing standards, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.
The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5450(a)(1) requires that securities listed on The Nasdaq Global Market maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of thirty (30) consecutive business days.
As previously disclosed, on April 4, 2025, the Company received written notice (the “Notification Letter”) from Nasdaq notifying the Company that, based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from February 21, 2025 to April 3, 2025, the Company no longer meets the Minimum Bid Price Requirement. The Notification Letter had no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Company was provided an initial compliance period of 180 calendar days, or until October 1, 2025, to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company’s shares of common stock continued to be listed and traded on The Nasdaq Global Market.
On October 2, 2025, we received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of our common stock from The Nasdaq Global Market to The Nasdaq Capital Market (the “Approval”). Our common stock was transferred to The Nasdaq Capital Market effective as of the opening of business on October 3, 2025, and continues to trade under the symbol “HBIO.” The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. As a result of the Approval and transfer to The Nasdaq Capital Market, we were granted an additional 180-day grace period, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement. At a special meeting of stockholders held on March 6, 2026, stockholders approved an amendment to the Harvard Bioscience, Inc. Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock. Subsequently, our board of directors approved the reverse stock split to be completed at a ratio of 1-for-10, effective March 13, 2026.
We cannot provide any guarantee that we will be able to regain or maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to maintain compliance, our common stock will be subject to delisting. Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, could significantly affect the ability of investors to trade our securities and could negatively affect the value and liquidity of our common stock. Delisting could also have other negative impacts, including the potential loss of confidence by our employees and customers, the loss of investor and analyst interest in the Company and in our common stock and fewer business development opportunities for the Company.
Our stock price has fluctuated and decreased significantly in the past and could experience substantial additional declines in the future.
The market price of our common stock has experienced significant fluctuations and decreased significantly, and may becomecontinue to be volatile and could decline further in the future, perhaps substantially, in response to various factors including, but not limited to:
In addition, public stock markets have experienced extreme price and trading volatility. The stock market and the Nasdaq GlobalCapital Market in general, and the biotechnology and life science tools industry and smallmicro cap and nano cap markets in particular, have experienced significant price and volume fluctuations that at times may have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may further harm the market price of our common stock, regardless of our operating performance. In the past, securities class action litigation has often been instituted following periods of volatility in the market price of a company’s securities. A securities class action suit against us could result in substantial costs, potential liabilities and the diversion of management’s attention and resources.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions globally, including military conflicts (such as the conflict between Russia and Ukraine and the conflicts in Israel and the Middle East). Although the length and impact of these conflicts are highly unpredictable, these conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, supply chain interruptions, and additional economic and financial sanctions.
Management's Discussion & Analysis (MD&A)
New heading “Loss on pension settlement”
New heading “Other expense, net”
New heading “Income tax expense”
Removed heading “Restructuring Activities”
Removed heading “Going Concern and Management Plans”
Largest changes
“We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. On March 10, 2025, we entered into an amendment to the Credit Agreement (the “March 2025 Amendment”) pursuant to which the lenders and administrative agent agreed to waive such non-compliance, subject to the terms contained in the March 2025 Amendment. …”see in full comparison
“As of December 31, 2024 and in the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, the anticipated maturity of the Company’s Amended Credit Agreement (defined in Note 10) on December 22, 2025, together with uncertainty as to the Company’s ability to comply with future covenants under the terms of the Amended Credit Agreement, raised substantial doubt about the Company’s ability to continue as a going concern. …”see in full comparison
“We are exploring alternative sources of capital that would allow us to refinance our outstanding indebtedness by June 30, 2025, in order to avoid default under the Credit Agreement, but our ability to access such other sources of capital is uncertain. There is no assurance that such capital will be available to us, be obtainable on commercially acceptable terms, or provide us with sufficient funds to meet our objectives. …”see in full comparison
“During the quarter ended March 31, 2025, the Company determined that a sustained decrease in its stock price that occurred during the three months ended March 31, 2025 indicated that the carrying values of its goodwill and other long-lived assets may not be recoverable. Additional factors that contributed to this conclusion were the Company’s recent operating results, liquidity risk and the macroeconomic conditions then impacting the life sciences industry. …”see in full comparison
“Under the 2025 Loan Agreement, the Company is required to maintain certain financial covenants that are based on financial measures not presented in accordance with U.S. generally accepted accounting principles. The Company was in compliance with the minimum liquidity requirement and the minimum adjusted EBITDA requirement, each as defined in the 2025 Loan Agreement, measured on a trailing 12-month basis, of at least $6,000,000 for the fiscal quarter ending December 31, 2025.”see in full comparison
“As of December 31, 2024, there was indebtedness of $37.4 million outstanding under our term loan and senior revolving credit facility (collectively, the “Credit Agreement”). We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. On March 10, 2025, we entered into an amendment to the Credit Agreement (the “March 2025 Amendment”) pursuant to which the lenders and administrative agent agreed to waive such non-compliance, subject to the terms contained in the March 2025 Amendment. …”see in full comparison
Full comparison: every changed paragraph (49)
Harvard BioscienceBioscience, Inc., a Delaware corporation, is a leading developer, manufacturer and seller of technologies, products and services that enable fundamental advances in life science applications, including research, pharmaceutical and therapy discovery, bioproduction and preclinical testing for pharmaceutical and therapy development. Our products and services are sold globally to customers ranging from renowned academic institutions and government laboratories to the world’s leading pharmaceutical, biotechnology and CROs. With operations in the United States, Europe and China, we sell through a combination of direct and distribution channels to customers around the world.
As the life sciences industry accelerates toward New Approach Methodologies (“NAMs”), Harvard Bioscience expects to evolve from a traditional tools provider into a leading enabler of Translational Medicine – positioned to bridge the gap between laboratory research and human clinical success. Building on its gold-standard preclinical foundation, the Company plans to align its portfolio, innovation pipeline, and operating model around four strategic pillars:
In addition, we have taken steps to rationalize our product portfolio and improve our operating cost structure. These activities have included the discontinuation of certain non-strategic products, the consolidation of our global operating footprint, and the reduction of our headcount in Europe and North America.
In January 2026, the Company developed a comprehensive plan, referred to as Project Viking, for the strategic consolidation of its manufacturing operations to improve efficiency and support long-term growth. The Company expects to close its manufacturing facility in Holliston, MA and transition U.S. production to its manufacturing hub in Minneapolis, MN, and to relocate certain operations to facilities in Germany, Sweden, and the UK, aligning specific product lines with their designated center of excellence and most strategically advantageous logistical location. The Company expects the initiative to deliver approximately $3 million in cost savings in 2027, and approximately $4 million in annual cost savings beginning in 2028, while improving throughput and execution. The Company expects to incur pre-tax restructuring charges related to Project Viking in the range of approximately $3.4 to $4.4 million, including non-cash asset write-off and/or accelerated depreciation charges in the range of approximately $0.6 to $0.7 million, primarily related to the exit of production activities and manufacturing operations at the Holliston, MA manufacturing site. These amounts are estimates and are subject to future changes.
Restructuring Activities
During the year ended December 31, 2023, the Company initiated a restructuring and incurred $0.4 million in inventory charges, severance and other expenses related to the restructuring program. During the year ended December 31, 2024, the Company continued and completed additional restructurings and incurred expenses of $0.8 million, primarily consisting of severance recorded in connection with headcount reductions in Europe and North America.
Revenues decreased $18.2$7.5 million, or 16.1%,8.1%, to $86.6 million for the year ended December 31, 2025, compared to $94.1 million for the year ended December 31, 2024, compared to $112.3 million for the year ended December 31, 2023.2024. The decrease in revenues was primarily due to softening of worldwide demand from distributors, CRO’sCROs and academic medical research institutions. Changes in foreign currency exchange rates had a $0.2$1.2 million favorable effect on revenues during the year ended December 31, 2024.2025.
Sales and marketing expenses decreased $1.9$3.0 million, or 7.7%,13.5%, to $19.2 million for the year ended December 31, 2025, compared to $22.2 million for the year ended December 31, 2024, compared to $24.1 million for the year ended December 31, 2023.2024. The decrease was primarily due to a decrease in compensation costs of $1.3$1.9 million, a decrease in consultingtravel and entertainment costs of $0.2$0.4 millionmillion, and a decrease in traveltradeshow costs of $0.2$0.4 million, in each case as compared to the year ended December 31, 2023.2024.
General and administrative expenses decreased by $1.3$3.8 million, or 5.6%,17.5%, to $17.7 million for the year ended December 31, 2025, compared with $21.5 million for the year ended December 31, 2024, compared with $22.8 million for the year ended December 31, 2023.2024. The decrease was primarily due to a decrease in compensation costs of $1.3$1.7 million, a decrease of $0.5 million due to the capitalization of labor and consulting expenses associated with our U.S. ERP consolidation project and a decrease in travelstock andbased entertainmentcompensation costs of $0.2$2.2 million, partially offset by an increaseincreases in professional fees of $0.4$0.2 million and anlegal increase in depreciation expensefees of $0.2 million, in each case as compared to the year ended December 31, 2023.2024.
Research and development expenses decreased $1.4$1.6 million, or 11.5%,15.2%, to $8.8 million for the year ended December 31, 2025, compared with $10.4 million for the year ended December 31, 2024, compared with $11.8 million for the year ended December 31, 2023.2024. The decrease was primarily due to a decrease in compensation costs of $0.9$1.3 million and a decrease of $0.3 million duein theproject capitalizationcosts ofand softwareconsulting development costs,fees, as compared to the year ended December 31, 2023.2024.
Based on the Company’s quantitative impairment analysis as of March 31, 2025, the Company determined that the carrying value of the reporting unit exceeded its fair value by $48.0 million. Accordingly, the Company recorded such amount as a goodwill impairment charge for the three months ended March 31, 2025.
Other operating expenses for the year ended December 31, 2025, were $0.7 million, including a fee of $0.5 million in connection with the receipt of employee retention tax credits and restructuring costs of $0.2 million in connection with headcount reductions. Other operating expenses for the year ended December 31, 2024, were $1.6 millionmillion, and included restructuring costs ofincluding $0.8 million in connection with headcount reductions, a fee of $0.5 million in connection with the receipt of employee retention tax credits, and $0.3 million related to settlement of an unclaimed property audit. Other operating expenses for the year ended December 31, 2023, were $0.1 million and included restructuring costs in connection with headcount reductions.
Interest expense increased $1.4 million, or 39.1%, to $4.9 million for the year ended December 31, 2025, compared with $3.5 million for the year ended December 31, 2024. The increase was primarily due to the increase in the interest rate margin pursuant to the March 2025 and August 2025 amendments to the Company’s prior term loan and senior revolving credit facility.
Loss on pension settlement
For the year ended December 31, 2025, the Company used $1.4 million of plan assets to purchase non-participating annuity contracts resulting in the full settlement of the benefit obligations for one of its pension programs in the UK. As a result, the Company recorded a non-cash pension settlement charge of approximately $1.2 million, primarily consisting of unrecognized actuarial losses.
Interest expense decreased $0.4 million, or 10.6%, to $3.2 million for the year ended December 31, 2024, compared with $3.6 million for the year ended December 31, 2023. The decrease was primarily due to lower average borrowings during the period.
As of December 31, 2023, we held shares of common stock of Harvard Apparatus Regenerative Technology, Inc. (“HRGN”) with an estimated fair value of $3.5 million. These shares were received in connection with the settlement of indemnification obligations related to litigation which was resolved during the year ended December 31, 2022. During the year ended December 31, 2024, we sold all of our HRGN shares for $1.9 million and recorded a loss on sale of $1.6 million. During the year ended December 31, 2023, we recorded unrealized losses of $0.6 million related to these shares.
Other expense, net
Other expense, net for the year ended December 31, 2025, was $2.7 million and included costs of $1.8 million in connection with exploring alternative sources of capital that would allow the Company to refinance the outstanding indebtedness due to its former lenders, $0.6 million related to loss on foreign currency, and a $0.1 million loss on extinguishment of debt. Other expenses, net for the year ended December 31, 2024, were $0.3 million, which was primarily related to $0.2 million of loss on foreign currency.
Income tax expense
Income tax (benefit) expense for the year ended December 31, 2024,2025, was ($0.7) million benefit compared to $0.7 million compared to $0.9 millionexpense for the year ended December 31, 2023.2024. The effective tax rates for the years ended December 31, 20242025 and 2023,2024, were (6.31.1%)% and (33.5)%,6.3%, respectively. The lower effective tax rate during the year ended December 31, 2024,2025, compared to the year ended December 31, 2023,2024, was primarily relatedattributable to changesgoodwill toimpairment, taxan attributeincrease carryforwards,in the Company’s GILTI inclusion, and a decrease in the Company’s Global Intangible Low-Taxed Income (“GILTI”) inclusion, and a differencechange in the company’sCompany’s excessvaluation tax benefits related to stock compensation.allowance. Our effective tax raterates for the yearyears ended December 31, 2024,2025 wasand December 31, 2024 were different than the U.S. statutory raterates primarily due to changes in valuation allowances associated with our assessment of the likelihood of the recoverability of deferred tax assets and the impact of changes to prior year tax accruals. Our effective tax rate for the year ended December 31, 2023, was different than the U.S. statutory rate primarily due to the mix of forecasted income or losses in the U.S. and foreign tax jurisdictions, a GILTI inclusion to taxable income and the impact of changes to tax attribute carryforwards.
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our shelf registration statement that provides for the issuance of common stock, preferred stock, warrants and units up to an amount equal to $100 million (the “2024 Shelf Registration Statement”). Our expected cash outlays relate primarily to cash payments due under our CreditLoan and Security Agreement described(the below“2025 Loan Agreement”), entered into with certain financial institutions party thereto as lenders and BroadOak Income Fund, L.P., as the administrative agent and collateral agent on December 17, 2025, as well as salaries, inventory, capital expenditures, and capitalother expenditures.operating costs. We held cash and cash equivalents of $4.1$8.6 million and $4.3$4.1 million as of December 31, 20242025 and December 31, 2023,2024, respectively. Borrowings outstanding were $37.4$40.0 million and $37.1$37.4 million as of December 31, 20242025 and December 31, 2023,2024, respectively.
Under the 2025 Loan Agreement, the Company is required to maintain certain financial covenants that are based on financial measures not presented in accordance with U.S. generally accepted accounting principles. The Company was in compliance with the minimum liquidity requirement and the minimum adjusted EBITDA requirement, each as defined in the 2025 Loan Agreement, measured on a trailing 12-month basis, of at least $6,000,000 for the fiscal quarter ending December 31, 2025.
The Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”) provided an employee retention tax credit (“ERTC”) that was a refundable tax credit against certain employer taxes. The Company received ERTC refunds of $3.6 million and $3.2 million during the year ended December 31, 2025 and December 31, 2024. In January 2025, the Company received an additional $1.0 million of ERTC refunds. The Company’s compliance with the program’s qualifications may be subject to audit until May 2028,2029, which is when the statute of limitation expires.
As of December 31, 2024 and in the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, the anticipated maturity of the Company’s Amended Credit Agreement (defined in Note 10) on December 22, 2025, together with uncertainty as to the Company’s ability to comply with future covenants under the terms of the Amended Credit Agreement, raised substantial doubt about the Company’s ability to continue as a going concern. On December 17, 2025, the Company entered into the 2025 Loan Agreement and completed a comprehensive refinancing of its credit facility, resulting in a new maturity date and improved covenant compliance. For additional details on the 2025 Loan Agreement and refinancing, see the discussion in Note 10 to the consolidated financial statements included in “Part IV, Item 15. Exhibits, Financial Statement Schedules” of this report. Management evaluated the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements and concluded that (1) the conditions and events that initially raised substantial doubt have been alleviated and (2) substantial doubt does not exist as of the issuance date. These financial statements are therefore prepared on a going-concern basis.
We maintain a Credit Agreement that provides for a term loan of $40.0 million and a $25.0 million revolving credit facility both maturing on December 22, 2025. On March 28, 2024, we entered into an amendment to the Credit Agreement pursuant to which the Lenders and administrative agent modified the definition of Consolidated EBITDA used in the calculation of certain financial covenants to adjust for charges related to an abandoned property audit and commission fees in connection with our employee retention tax credit filings. On August 6, 2024, we entered into an amendment to the Credit Agreement that, among other things, modified the financial covenants relating to the consolidated net leverage ratio and consolidated fixed charge coverage ratio through the period ended December 31, 2024. The amendment also added a net leverage ratio requirement with respect to additional borrowing under our revolving credit facility and restrictions on certain additional indebtedness and investments. In addition, the applicable interest rate margin was increased by 50bps during such time as the consolidated net leverage ratio is greater than 3.0. We paid fees of $0.2 million to the Lenders in connection with the August 6th amendment.
We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. On March 10, 2025, we entered into an amendment to the Credit Agreement (the “March 2025 Amendment”) pursuant to which the lenders and administrative agent agreed to waive such non-compliance, subject to the terms contained in the March 2025 Amendment. The March 2025 Amendment provides, among other things, that the lender’s commitment under our revolving credit facility is capped at the amount outstanding thereunder as of the date thereof and thus we are unable to make additional borrowings under our revolving credit facility. The March 2025 Amendment also establishes certain milestones with respect to the refinancing of the debt underlying the Credit Agreement (the “Refinancing”) and dates by which such milestones must be met. These milestones include: (1) continuing to retain an investment banker for the purpose of assisting with the consummation of the Refinancing; (2) by March 14, 2025, the engagement of a financial advisor acceptable to the administrative agent; (3) by April 30, 2025, the delivery to the administrative agent of an executed bona fide indication of interest from one or more potential lenders with respect to the Refinancing on terms and conditions acceptable to the administrative agent; (4) by May 23, 2025, the delivery to the administrative agent of a term sheet or commitment letter from one or more potential lenders that provides for the Refinancing on terms and conditions acceptable to the administrative agent; (5) by June 13, 2025, delivery to the administrative agent of: (i) a statement of sources and uses of transaction proceeds; and (ii) evidence that the potential lender’s conditions to closing (other than customary closing deliveries) of the Refinancing, such as business commitments, are satisfied; and (6) by June 30, 2025, the closing of the Refinancing. The lenders also agreed not to assert the financial covenants included in the Credit Agreement for the first quarter of fiscal year 2025 provided that we continue to comply with our payment obligations, achieve the refinancing milestones, maintain minimum liquidity (defined as the sum of (a) unrestricted cash and cash equivalents and (b) the amount by which the aggregate amount committed under the Company’s revolving credit facility exceeds the total amount drawn under the credit facility) of $3.5 million and provide the administrative agent with certain financial reports. In addition, pursuant to the terms of the March 2025 Amendment the applicable interest rate margin is increased such that interest rate is equal to a rate per annum based on the Secured Overnight Financing Rate (“SOFR”) plus 400 bps and amortization payments were revised so that a proportionate payment must be made on a monthly rather than a quarterly basis.
If we are not able to comply with the terms and conditions of the March 2025 Amendment, or if we are otherwise unable to regain and maintain compliance with the covenants under the Credit Agreement, as amended, or are unsuccessful in obtaining waivers or amendments for any covenant in the future, in addition to other actions our lenders may require, the amounts outstanding under the Credit Agreement may become immediately due and payable. We paid fees of $0.1 million to the Lenders in connection with the March 2025 Amendment.
We continue to take actions intended to improve liquidity, including actions related to cost containment and inventory reduction. Based on its current operating plans, the Company expects that its available cash and cash generated from operations will be sufficient to finance operations and capital expenditures while the Company works to refinance the Credit Agreement.
Condensed Consolidated Cash Flow Statements
Cash provided by operations was $6.7 million and $1.4 million for the years ended December 31, 2025 and 2024, respectively, an increase of $5.3 million. Cash flow from operations, adjusted for non-cash items, for the year ended December 31, 2025 was $1.1 million, compared to $1.4 million for the year ended December 31, 2024. The increase in cash provided by operations was primarily due to a decrease in inventory of $3.0 million, an increase in accounts payable and other liabilities of $2.3 million compared to a decrease of $1.8 million in the prior year, and a decrease in contract liabilities of $0.2 million compared to a decrease of $0.7 million in the prior year, partially offset by an increase in accounts receivable of $0.9 million compared to a decrease of $1.0 million in the prior year.
Cash used in investing activities was $1.9 million for the year ended December 31, 2025, and consisted of $1.3 million of capital expenditures for manufacturing and information technology infrastructure and $0.6 million of capitalized software development. Cash used in investing activities was $1.3 million for the year ended December 31, 2024, and consisted of $2.6 million of capital expenditures for manufacturing and information technology infrastructure and $0.6 million of capitalized software development, partially offset by $1.9 million in proceeds from the sale of marketable equity securities.
Cash provided by operations was $1.4 million and $14.0 million for the years ended December 31, 2024 and 2023, respectively. Cash flow from operations for the year ended December 31, 2024 was negatively impacted by $8.1 million as a result of a larger net loss for the period adjusted for non-cash items, along with a $7.7 million decrease due to changes in operating assets and liabilities, which was offset by the receipt of $3.2 million of employee retention tax credits.
Cash used in investing activities was $1.3 million for the year ended December 31, 2024, and consisted of $3.2 million of capital expenditures for manufacturing and information technology infrastructure and software development, offset by $1.9 million in proceeds from the sale of marketable equity securities. Cash used in investing activities was $1.8 million for the year ended December 31, 2023, and primarily consisted of $2.3 million of capital expenditures in manufacturing, information technology infrastructure, and capitalized software costs, offset by $0.5 million from proceeds from the sale our Hoefer product line.
Cash used by financing activities was $0.1 million for the year ended December 31, 2024. During this period, debt outstanding under our credit facility increased by $0.2 million, due to net borrowings under our revolver of $6.2 million and payments of $6.0 million against the term loan. Additionally, we paid debt issuance costs of $0.2 million. We also received proceeds of $0.4 million from the exercise of stock options and employee stock purchase plan purchases and paid $0.6 million for taxes related to net share settlement of equity awards.
Cash used inby financing activities was $12.1$1.3 million for the year ended December 31, 2023.2025. During this period, wethe Company made termtotal loan installmentsdebt payments of $37.4 million, including repayment of debt outstanding of $33.7 million. Net borrowing under the Creditnew Agreementcredit facility was $39.2 million and we paid debt issuance costs of $4.1$2.9 million,million. withAdditionally, net payments of $6.4 million under the revolving credit facility. We also received proceeds of $0.9 million from the exercise of stock options and the employee stock purchase plan andwe paid $2.5$0.1 million for taxes related to net share settlement of equity awards.
Cash used by financing activities was $0.1 million for the year ended December 31, 2024. During this period, debt outstanding under our credit facility increased by $0.2 million, due to net borrowings under our revolver of $8.8 million and payments of $8.6 million against the revolver and term loan. Additionally, we paid debt issuance costs of $0.2 million. We also received proceeds of $0.4 million from the exercise of stock options and employee stock purchase plan purchases and paid $0.6 million for taxes related to net share settlement of equity awards.
During the years ended December 31, 20242025 and 2023,2024, the translation of foreign currency into U.S. dollars included as a component of comprehensive income (loss) resulted in a gain (loss) gainof of$3.2 million and $(1.4) million and $1.5 million, respectively. In addition, the currency exchange rate fluctuations included as a component of net loss resulted in currency losses of $(0.6) million and $(0.2) million during boththe years ended December 31, 20242025 and 2023.2024, respectively.
Going Concern and Management Plans
As of December 31, 2024, there was indebtedness of $37.4 million outstanding under our term loan and senior revolving credit facility (collectively, the “Credit Agreement”). We were not in compliance with the consolidated net leverage ratio covenant contained in the Credit Agreement as of the December 31, 2024 test date. On March 10, 2025, we entered into an amendment to the Credit Agreement (the “March 2025 Amendment”) pursuant to which the lenders and administrative agent agreed to waive such non-compliance, subject to the terms contained in the March 2025 Amendment. The March 2025 Amendment provides, among other things, that our failure to achieve certain refinancing milestones, including receipt of a term sheet or commitment letter from one or more potential lenders, by the dates provided in the March 2025 Amendment or our failure to consummate a refinancing of the Credit Agreement by June 30, 2025, would, in either case, constitute an event of default under the Credit Agreement. In such event, in addition to other actions our lenders may require, the amounts outstanding under the Credit Agreement may become immediately due and payable.
We are exploring alternative sources of capital that would allow us to refinance our outstanding indebtedness by June 30, 2025, in order to avoid default under the Credit Agreement, but our ability to access such other sources of capital is uncertain. There is no assurance that such capital will be available to us, be obtainable on commercially acceptable terms, or provide us with sufficient funds to meet our objectives. Based on our anticipated cash flows from operations, unless we are able to access other sources of capital or extend the date for repayment under the Credit Agreement, we will be unable to pay our debt obligations and fund our operations for at least twelve months from the date of issuance of the consolidated financial statements contained in this Annual Report on Form 10-K. As a result, there is substantial doubt about our ability to continue as a going concern.
As discussed in Note 2 to the Consolidated Financial Statements included in “Part IV, Item 15. Exhibits, Financial Statement Schedules” of this report, our consolidated financial statements include an explanatory paragraph that such financial statements were prepared assuming that we will continue as a going concern, continue our operations for the foreseeable future and realize assets and settle liabilities in the normal course of business. The financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Such adjustments could be material.
Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment analysis for goodwill consists of ana qualitative assessment potentially followed by a quantitative analysis. If we determine that the carrying value of our reporting unit exceeds its fair value, an impairment charge to goodwill is recorded for the excess. The critical judgments involved in our annual qualitative test of goodwill include an assessment of unfavorable events and a judgment of whether those events put our goodwill at risk of impairment, which if determined to be at risk would require us to perform a quantitative test. The critical judgments and estimates in our quantitative tests for goodwill and long-lived assets include selection and weighting of available valuation methods and the selection of assumptions that may be used in those methods.
During the year ended December 31, 2024, we determined that indicators of impairment were present for our goodwill and certain assets included in a long-lived asset group, including liquidity risk associated with inability to borrow under our Credit Agreement and reduced operating profits. Based on the quantitative analysis, we concluded that our goodwill and certain assets included in a long-lived asset group were not impaired due to the excess of fair value over the carrying value of these assets at December 31, 2024. Based on declines in our stock price subsequent to December 31, 2024, the carrying value of our stockholders’ equity currently exceeds its fair value, which could lead to future impairment.
During the quarter ended March 31, 2025, the Company determined that a sustained decrease in its stock price that occurred during the three months ended March 31, 2025 indicated that the carrying values of its goodwill and other long-lived assets may not be recoverable. Additional factors that contributed to this conclusion were the Company’s recent operating results, liquidity risk and the macroeconomic conditions then impacting the life sciences industry. Based on this determination, the Company performed interim quantitative impairment tests on its goodwill and other long-lived assets as of March 31, 2025 and June 30, 2025, as well as a qualitative analysis as of September 30, 2025.
Based on the quantitative impairment analysis as of March 31, 2025, the Company determined that the carrying value of the reporting unit exceeded its fair value by $48.0 million. Accordingly, the Company recorded such amount as a goodwill impairment charge for the three months ended March 31, 2025. Based on the quantitative impairment analysis performed as of June 30, 2025 and qualitative analysis performed as of September 30, 2025, an additional impairment charge was not required during the three months ended June 30, 2025, and September 30, 2025.
The Company evaluated its goodwill for impairment as of October 1, 2025 by performing a qualitative analysis and determined that it was more likely than not that the fair value of the reporting unit exceeded the carrying value.
Filer Status
The Company performed its public float calculation pursuant to the SEC's Public Float Test as of the last business day of its second fiscal quarter ended June 30, 2025. Based on this calculation, the Company concluded that its public float did not exceed the threshold to retain its filer status as an accelerated filer. As a result, the Company's filer status has changed and it is now classified as a non-accelerated filer. Accordingly, the Company will be subject to the requirements within this classification, including a non-accelerated timeline to file certain periodic reports, and it will be eligible for the scaled-down financial disclosure requirements provided to entities that meet the definition of a non-accelerated filer. This change in filer status takes effect with this Form 10-K for the fiscal year ended December 31, 2025, which is the first annual report filed for the fiscal year in which the Company lost its accelerated filer status.
What changed in the latest 10-Q
Risk Factors
You should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations.
Removed heading “If we fall out of compliance with Nasdaq continued listing standards in the future, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.”
Largest changes
“If we fall out of compliance with Nasdaq continued listing standards in the future, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.”see in full comparison
“We cannot provide any guarantee that we will be able maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to maintain compliance, our common stock will be subject to delisting. Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, could significantly affect the ability of investors to trade our securities and could negatively affect the value and liquidity of our common stock. …”see in full comparison
“On October 2, 2025, we received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of our common stock from The Nasdaq Global Market to The Nasdaq Capital Market (the “Approval”). …”see in full comparison
“As previously disclosed, on April 4, 2025, the Company received written notice (the “Notification Letter”) from Nasdaq notifying the Company that, based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from February 21, 2025 to April 3, 2025, the Company no longer meets the Minimum Bid Price Requirement. The Notification Letter had no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. …”see in full comparison
“The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5450(a)(1) requires that securities listed on The Nasdaq Global Market maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of thirty (30) consecutive business days.”see in full comparison
“On March 30, 2026, we received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC notifying us that we had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market.”see in full comparison
Full comparison: every changed paragraph (7)
You should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations. The risk factor set forth below updates, and should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
If we fall out of compliance with Nasdaq continued listing standards in the future, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.
The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5450(a)(1) requires that securities listed on The Nasdaq Global Market maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of thirty (30) consecutive business days.
As previously disclosed, on April 4, 2025, the Company received written notice (the “Notification Letter”) from Nasdaq notifying the Company that, based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from February 21, 2025 to April 3, 2025, the Company no longer meets the Minimum Bid Price Requirement. The Notification Letter had no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Company was provided an initial compliance period of 180 calendar days, or until October 1, 2025, to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company’s shares of common stock continued to be listed and traded on The Nasdaq Global Market.
On October 2, 2025, we received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of our common stock from The Nasdaq Global Market to The Nasdaq Capital Market (the “Approval”). Our common stock was transferred to The Nasdaq Capital Market effective as of the opening of business on October 3, 2025, and continues to trade under the symbol “HBIO.” The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. As a result of the Approval and transfer to The Nasdaq Capital Market, we were granted an additional 180-day grace period, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement. At a special meeting of stockholders held on March 6, 2026, stockholders approved an amendment to the Harvard Bioscience, Inc. Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock. Subsequently, our board of directors approved the reverse stock split to be completed at a ratio of 1-for-10, effective March 13, 2026.
On March 30, 2026, we received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC notifying us that we had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market.
We cannot provide any guarantee that we will be able maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to maintain compliance, our common stock will be subject to delisting. Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, could significantly affect the ability of investors to trade our securities and could negatively affect the value and liquidity of our common stock. Delisting could also have other negative impacts, including the potential loss of confidence by our employees and customers, the loss of investor and analyst interest in the Company and in our common stock and fewer business development opportunities for the Company.
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026, compared to six months ended June 30, 2025”
Removed heading “Amortization of intangible assets”
Removed heading “Other operating expenses”
Removed heading “Other expense, net”
Largest changes
The income tax expense (benefit) was $0.1 million and $(see in full comparison0.50.4) million for thethreesix months endedMarchJune31,30, 2026 and 2025, respectively. The effective tax rates for thethreesix months endedMarchJune31,30, 2026 and 2025 were (3.6%2.1)% and0.9%,0.8%, respectively. Thehigherlower effective tax rate during thethreesix months endedMarchJune31,30, 2026, compared to thethreesix months endedMarchJune31,30, 2025, was primarily due to the tax effect ofnondeductiblegoodwillstock compensation and the release of reserves related to uncertain tax positions. The Company’s effective tax rate for the three months ended March 31, 2026, was different than the U.S. statutory rate primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets.impairment.
see in full comparisonDuringWe recorded a non-cash goodwill impairment charge of $48.0 million for thethreesix months endedMarchJune31,30, 2025,wefollowingidentifiedanaanalysistriggeringtriggeredevent for goodwill impairment, includingby the sustained decrease in our stock price, our recent operating results, liquidity risk and thecurrentthen-current macroeconomic conditions impacting the life sciencesindustry, requiring an interim impairment test. We recorded a non-cash goodwill impairment charge of $48.0 million in connection with the interim impairment test in the three months ended March 31, 2025.industry.
On December 17, 2025, the Company entered into the 2025 Loan Agreement and completed a comprehensive refinancing of the Credit Facility, resulting in a new maturity date and improved likelihood of covenant compliance. For additional details on the 2025 Loan Agreement and refinancing, see the discussion in Note 7 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this report.see in full comparisonManagement has evaluated the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements and concluded that (1) the conditions and events that initially raised substantial doubt have been alleviated and (2) substantial doubt does not exist as of the issuance date. These financial statements are therefore prepared on a going-concern basis.
“Six months ended June 30, 2026, compared to six months ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (41)
This Quarterly Report on Form 10-Q contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The forward-looking statements are principally, but not exclusively, contained in “Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, and our plans, objectives, expectations, and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “seek,” “expects,” “plans,” “aim,” “anticipates,” “believes,” “estimates,” “is likely,” “projects,” “forecasts,” “predicts,” “intends,” “think,” “potential,” “objectives,” “optimistic,” “strategy,” “goals,” “sees,” “new,” “guidance,” “future,” “continue,” “drive,” “growth,” “long-term,” “projects,” “develop,” “possible,” “emerging,” “opportunity,” “pursue” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in detail in our Annual Report on Form 10-K for the year ended December 31, 20252025, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and our other filings with the SEC. You should carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information. Harvard Bioscience, Inc. is referred to herein as “we,” “our,” “us,” and “the Company.”
Our business is affected by global and regional economic trends and uncertainties. Our revenue has been and may continue to be negatively affected by our customers forgoing or delaying purchases of our products and services as a result of ongoing uncertainty with respect to the level and timing of funding from the U.S. National Institutes of Health (the “NIH”) or similar government sources. Our business has also been negatively affected by the imposition of increased tariffs on shipments of products between the United States and other countries, and in particular between the United States and China. Our revenue has been and may continue to be negatively affected by greater restrictions and economic disincentives on international trade, including these tariffs. Products and services that we obtain from overseas sources have been and may continue to be affected by these tariffs, resulting in increased costs to our business.
If these trends described above are prolonged or are more severe than anticipated, our business, results of operations, and cash flow may be materially and adversely impacted.
In January 2026, the Company developed a comprehensive plan, referred to as Project Viking, for the strategic consolidation of certain of its manufacturing operations to improve efficiency and support long-term growth.
In June 2026, the Company developed a comprehensive plan for the restructuring of our sales, services and marketing strategy. The Company expects the initiative to deliver approximately $1.0 to $1.2 million in cost savings in 2027, and approximately $0.5 million in annual cost savings for the remainder of fiscal year 2026. The Company expects to incur pre-tax charges related to this restructuring in the range of approximately $0.4 to $0.5 million in the second half of fiscal 2026.
Three months ended MarchJune 31,30, 2026, compared to three months ended MarchJune 31,30, 2025
Revenues decreasedincreased $1.0$2.2 million, or 4.7%,11.1%, to $20.8$22.7 million for the three months ended MarchJune 31,30, 2025,2026, compared to $21.8$20.5 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease in revenues was primarily due to lowerincreased sales fromto academic research institutionsCROs in the Americas and distributors in Asia Pacific.
Gross profit
Gross profit wasincreased $12.2$1.1 millionmillion, foror both the three months ended March 31, 2026 and the three months ended March 31, 2025, primarily due9.5%, to cost$12.6 reductions in previous year plus favorable product mix. Gross margin was 59.0%million for the three months ended MarchJune 31,30, 2026, compared with $11.5 million for the three months ended June 30, 2025, primarily due to the revenue increase described above. Gross margin was 55.6% for the three months ended June 30, 2026, compared to 56.0%56.4% for the three months ending MarchJune 31,30, 2025. The increasedecrease in gross margin was primarily the result of favorableunfavorable product mix.
Sales and marketing expenses increased $0.3$0.9 million, or 7.3%,19.0%, to $5.3$5.4 million for the three months ended MarchJune 31,30, 2026, compared with $5.0$4.5 million for the three months ended MarchJune 31,30, 2025. This increase was primarily due to additionalincreases personnel,in personnel costs as a result of normalizing our cost structure, increases in travel costs, and anrestructuring increase in travel, trade show, and other promotional expenses.costs.
General and administrative expenses decreasedincreased $0.5$0.3 million, or 9.3%,8.3%, to $4.7$4.6 million for the three months ended MarchJune 31,30, 2026, compared with $5.2$4.3 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily due to reducedincreases compensationin personnel costs as a result of normalizing our cost structure and professionalincreases fees.to restructuring costs.
Research and development expenses wereincreased $2.3$0.3 million, or 12.1%, to $2.5 million for both the three months ended MarchJune 31,30, 20262026, andcompared with $2.2 million for the three months ended MarchJune 31,30, 2025. AnThis increase was primarily due to an increase in project and travelpersonnel costs inas thea threeresult monthsof endednormalizing Marchour 31,cost 2026 was offset by reduced compensation costs.structure.
Amortization of intangible assets
Amortization of intangible assets included in operating expenses was $0.8 million for the three months ended MarchJune 31,30, 2026, compared with $1.2 million for the three months ended MarchJune 31,30, 2025.
Other operating expenses for the three months ended June 30, 2026 were $0.3 million, compared with $0.2 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, other operating expenses included $0.3 million of restructuring costs in connection with Project Viking. During the three months ended June 30, 2025, other operating expenses included an agent fee of $0.2 million in connection with the receipt of employee retention credits under the CARES Act.
Interest expense increased $0.8 million, or 79.1%, to $1.8 million for the three months ended June 30, 2026, compared with $1.0 million for the three months ended June 30, 2025. The increase was primarily due to the higher interest rate and amortization of deferred financing costs related to the 2025 Loan Agreement discussed in greater detail in Note 7 (Debt) in the notes to the unaudited condensed consolidated financial statements included herein.
Other expense, net for the three months ended June 30, 2026, was $0.1 million which was primarily related to loss on foreign currency. Other expenses, net for the three months ended June 30, 2025, were $0.4 million, which was primarily related to loss on foreign currency.
The income tax expense was $0.01 million and $0.03 million for the three months ended June 30, 2026 and 2025, respectively. The effective tax rates for the three months ended June 30, 2026 and 2025 were (0.4)% and 1.2%, respectively. The decrease in the effective tax rate during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to the tax effects of stock compensation and changes in accruals and reserves related to prior year tax positions. The Company’s effective tax rate for the three months ended June 30, 2026, was different than the U.S. statutory rate primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets and a benefit recorded for reserves related to uncertain tax positions.
Six months ended June 30, 2026, compared to six months ended June 30, 2025
Revenues increased $1.3 million, or 3.0%, to $43.5 million for the six months ended June 30, 2026, compared to $42.2 million for the six months ended June 30, 2025. The increase in revenues was due to increased sales to CROs and pharmaceutical/biotechnology companies in the Americas, Europe, and Asia Pacific, with the largest growth percentage in China.
Gross profit increased $1.2 million, or 4.9%, to $24.9 million for the six months ended June 30, 2026, compared with $23.7 million for the six months ended June 30, 2025, primarily due to the increase in revenues as well as the associated higher absorption of fixed manufacturing costs. Gross margin increased to 57.2% for the six months ended June 30, 2026, compared with 56.2% for the six months ended June 30, 2025. The increase in gross margin was primarily the result of favorable absorption of fixed manufacturing overhead costs and favorable product mix.
Sales and marketing expenses increased $1.2 million, or 12.9%, to $10.7 million for the six months ended June 30, 2026, compared with $9.5 million for the six months ended June 30, 2025. This increase was primarily due to increased compensation, travel, promotional, and restructuring expenses, partially offset by lower stock-based compensation costs.
General and administrative expenses decreased $0.1 million, or 1.4%, to $9.3 million for the six months ended June 30, 2026, compared with $9.4 million for the six months ended June 30, 2025. The decrease was primarily due to lower professional fees, partially offset by restructuring costs.
Research and development expenses increased $0.3 million, or 6.0%, to $4.8 million for the six months ended June 30, 2026, compared with $4.5 million for the six months ended June 30, 2025. This increase was primarily due to an increase in compensation and project related costs.
Amortization of intangible assets included in operating expenses decreased $0.7 million, or 29.4%, to $1.6 million for the six months ended June 30, 2026, compared with $2.3 million for the six months ended June 30, 2025.
DuringWe recorded a non-cash goodwill impairment charge of $48.0 million for the threesix months ended MarchJune 31,30, 2025, wefollowing identifiedan aanalysis triggeringtriggered event for goodwill impairment, includingby the sustained decrease in our stock price, our recent operating results, liquidity risk and the currentthen-current macroeconomic conditions impacting the life sciences industry, requiring an interim impairment test. We recorded a non-cash goodwill impairment charge of $48.0 million in connection with the interim impairment test in the three months ended March 31, 2025.industry.
Other operating expenses
Other operating expenses for the threesix months ended MarchJune 31,30, 2026 were $0.2$0.6 million, compared with $0.3$0.5 million for the threesix months ended MarchJune 31,30, 2025. During the threesix months ended MarchJune 31,30, 2026, other operating expenses included $0.2$0.6 million of restructuring costs in connection with Project Viking. During the threesix months ended MarchJune 31,30, 2025, other operating expenses included a fee of $0.2$0.4 million in connection with the receipt of employee retention credits under the CARES Act and $0.1 million of restructuring costs inof connection$0.1 with headcount reductions in North America and Europe.million.
Interest expense increased $0.8$1.6 million, or 85.2%,82.1%, to $1.7$3.5 million for the threesix months ended MarchJune 31,30, 2026, compared with $0.9$1.9 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily due to thehigher average borrowings and a higher effective interest rate andduring amortizationthe ofperiod deferred financing costs relatedcompared to theprior 2025 Loan Agreement discussed above.year.
Other expense, net
Other expense, net for the threesix months ended MarchJune 31,30, 2026, was $0.4$0.5 million andwhich includedwas primarily related to costs of $0.4 million in connection with the Company’s reverse stock split. Other expenses, net for the threesix months ended MarchJune 31,30, 2025, were $0.2$0.6 million, which was primarily related to a $0.2 million loss on foreign currency.
The income tax expense (benefit) was $0.1 million and $(0.50.4) million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The effective tax rates for the threesix months ended MarchJune 31,30, 2026 and 2025 were (3.6%2.1)% and 0.9%,0.8%, respectively. The higherlower effective tax rate during the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, was primarily due to the tax effect of nondeductiblegoodwill stock compensation and the release of reserves related to uncertain tax positions. The Company’s effective tax rate for the three months ended March 31, 2026, was different than the U.S. statutory rate primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets.impairment.
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our shelf registration statement that provides for the issuance of common stock, preferred stock, warrants and units up to an amount equal to $100 million (the “2024 Shelf Registration Statement”). Our expected cash outlays relate primarily to cash payments due under our Loan and Security Agreement (the “2025 Loan Agreement”), entered into with certain financial institutions party thereto as lenders and BroadOak Income Fund, L.P., as the administrative agent and collateral agent on December 17, 2025, as well as salaries, inventory, capital expenditures, and other operating costs. We held cash and cash equivalents of $7.1$6.5 million and $8.6 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively. Borrowings outstanding were $40 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.
On December 17, 2025, the Company entered into the 2025 Loan Agreement and completed a comprehensive refinancing of the Credit Facility, resulting in a new maturity date and improved likelihood of covenant compliance. For additional details on the 2025 Loan Agreement and refinancing, see the discussion in Note 7 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this report. Management has evaluated the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements and concluded that (1) the conditions and events that initially raised substantial doubt have been alleviated and (2) substantial doubt does not exist as of the issuance date. These financial statements are therefore prepared on a going-concern basis.
Under the 2025 Loan Agreement, the Company is required to maintain certain financial covenants that are based on financial measures not presented in accordance with U.S. generally accepted accounting principles. The Company was in compliance with these covenants, including the minimum liquidity requirement of $3.0 million at all times and the minimum adjusted EBITDA requirement, measured on a trailing 12-month basis, of at least $6.0 millionmillion, foras of the end of each of the fiscal quarters endingended MarchJune 31,30, 2026 and December 31, 2025.
Cash (used in) provided by operations was $(0.70.3) million and $3.0$5.7 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Net loss after adding back non-cash items, was $(2.1) million for the six months ended June 30, 2026, compared to $(0.6) million for the six months ended June 30, 2025. Cash flow from operations for the threesix months ended MarchJune 31,30, 2026 was negatively impacted by cash outflows from inventories of $1.5$1.7 million, compared with a favorable impact to cash flows of $0.7$1.6 million for the threesix months ended MarchJune 31,30, 2025. Cash flow from operations for the six months ended June 30, 2026 was also negatively impacted by $0.4 million of prepaid inventory and insurance. The change in accounts receivable for the six months ended June 30, 2026 had a favorable impact of $1.5 million compared to a favorable impact of $3.2 million for the six months ended June 30, 2025.
Cash used in investing activities was $0.6$1.5 million and $0.7$0.9 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 consisted of $0.6$1.1 million of capital expenditures forand manufacturing$0.4 andmillion of capitalized software development. Cash used in investing activities for the threesix months ended MarchJune 31,30, 2025 primarilyconsisted consistedof $0.6 million of capital expenditures inand manufacturing$0.3 andmillion of capitalized software development of $0.7 million.development.
Cash used in financing activities was $0.0$0.05 million and $1.2$2.5 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. During the threesix months ended MarchJune 31,30, 2026, we paid $0.1 million in debt issuance costs as part of the 2025 Loan Agreement and we received $0.1 million in cash proceeds from the exercise of warrants.
During the three months ended MarchJune 31,30, 2026, changes in foreign currency exchange rates resulted in a favorable effect on revenues of $0.6$0.1 million and an unfavorable effect on expenses of $0.1 million. The (loss) gain associated withDuring the translation of our foreign equity into U.S. dollars included as a component of other comprehensive loss was $(0.6) million and $1.3 million for the threesix months ended MarchJune 31,30, 20262026, andchanges 2025,in respectively.foreign Currencycurrency exchange rate fluctuations included as a component of net lossrates resulted in a gainfavorable effect on revenues of $0.8 million and an unfavorable effect on expenses of $0.1 million for the three months ended March 31, 2026. Currency exchange rate fluctuations included as a component of net loss resulted in losses of $0.2 million for the three months ended March 31, 2025.million.
The (loss) gain associated with the translation of our foreign equity into U.S. dollars included as a component of other comprehensive loss was $(0.1) million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively and $(0.7) million and $3.9 million for the six months ended June 30, 2026 and 2025, respectively.
Currency exchange rate fluctuations included as a component of net loss resulted in currency losses (gain) of $(0.1) million and $0.4 million for three months ended June 30, 2026 and 2025, respectively, and $(0.1) million and $0.6 million for both the six months ended June 30, 2026 and 2025, respectively.
HBIO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-09 | Eade Katherine A. |
Grant/award | 16,556 | — | — |
| 2026-06-09 | Snider William |
Grant/award | 16,556 | — | — |
| 2026-06-09 | Denelsky Stephen J |
Grant/award | 16,556 | — | — |
| 2026-06-09 | Gagnon Robert E. |
Grant/award | 16,556 | — | — |
| 2026-06-09 | Benson Seth Benjamin |
Grant/award | 16,556 | — | — |
Well-known investors holding HBIO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 114,545 | $704.5K | 0.0% | No change |
| Renaissance Technologies | 2026-06-30 | 99,327 | $610.9K | 0.0% | Reduced 2% |
| Millennium Management (Israel Englander) | 2026-06-30 | 32,620 | $200.6K | 0.0% | Reduced 30% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 13,251 | $81.5K | 0.0% | New position |