HARVARD BIOSCIENCE INC 10-K

Item 9A. Controls and Procedures. This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 9A includes information concerning the controls and control evaluations referred to in those certifications. (a) Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered in this report. Based upon the evaluation described above, our Chief Executive Officer and Chief Financial Officer have concluded that they believe that our disclosure controls and procedures were effective as of December 31, 2025. 20 Table of Contents (b) Management ’ s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed by and under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by our management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles, (3) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors, and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It is a process that involves human diligence and compliance and is therefore subject to human error and misjudgment. In general, evaluations of effectiveness for future periods are subject to risk as controls may become inadequate due to changes in conditions or the degree of compliance with key processes or procedures could deteriorate. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that we maintained effective internal control over financial reporting as of December 31, 2025. Previously Identified Material Weaknesses in 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. We previously identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, material weaknesses in our internal control over financial reporting. We determined that we did not design and maintain effective controls over (i) our order to cash cycle and (ii) our physical count of inventories. Specifically, we did not design and maintain effective manual controls over the processing and review of a substantial portion of our revenue transactions. Additionally, we did not design and maintain an effective cycle count program to verify quantities of inventories held at Company locations that account for a substantial portion of inventories. The timeliness, level of precision, and appropriate segregation of duties in our review processes over revenue transactions and our physical counts of inventories were not sufficient to prevent, detect, and correct potential misstatements in a timely manner. Remediation Efforts of Previously Disclosed Material Weaknesses Subsequent to the evaluation made in connection with filing our Annual Report on Form 10-K for the year ended December 31, 2024, management, with the oversight of the Audit Committee of the Board of Directors, continued the process of remediating the material weaknesses. During the year ended December 31, 2025, we completed our plans to remediate these material weaknesses by performing the following actions: ● Redesigned and enhanced controls over the completeness and accuracy of key inputs within the order to cash cycle, including refined data validation procedures and strengthened review protocols. ● Improved the precision, frequency and timeliness of key control activities within the order to cash and inventory cycles to ensure they operate at the level necessary to appropriately mitigate risks and support reliable financial reporting. ● Retrained personnel involved in the execution of order to cash processes to reinforce timely, accurate, and well‑documented performance of control responsibilities. ● Strengthened, formalized, documented, and tested accounting processes and internal controls within the order to cash cycle, including the identification and integration of IT automated controls designed to supplement and enhance existing manual reviews. ● Enhanced the cycle count program and related inventory controls, including extensive reorganization of the warehouse, physical security of inventory, operational improvements such as kitting, and periodic monitoring to track progress towards overall coverage requirements. ● Addressed segregation of duties issues in order processing and customer master maintenance, specifically at European sites. ● Provided additional training on standard operating procedures and internal controls for employees responsible for logistics and inventory management functions. As a result of these remediation activities and based on management’s evaluation of control effectiveness in these cycles, we concluded that the previously reported material weaknesses have been remediated as of December 31, 2025. (c) Changes in Internal Controls Over Financial Reporting Other than the remediation efforts of previously disclosed material weaknesses described above, there were no changes to our internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 21 Table of Contents (d) Inherent Limitations on Effectiveness of Controls The design of any system of control is based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all future events, no matter how remote, that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may not deteriorate. Because of their inherent limitations, systems of control may not prevent or detect all misstatements. Accordingly, even effective systems of control can provide only reasonable assurance of achieving their control objectives. Item 9B. Other Information. Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Incorporated by reference to our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our 2026 Annual Meeting of Stockholders. Item 11. Executive Compensation. Incorporated by reference to our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our 2026 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Incorporated by reference to our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our 2026 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions, and Director Independence. Incorporated by reference to our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our 2026 Annual Meeting of Stockholders. Item 14. Principal Accounting Fees and Services. Incorporated by reference to our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our 2026 Annual Meeting of Stockholders. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K or incorporated by reference as indicated: (1) Financial Statements, Schedules, and Exhibits. We have listed our consolidated financial statements filed as part of this annual report in the index to consolidated financial statements on page F-1. (2) Financial Statement Schedules . We have omitted all financial statement schedules because they are not applicable or not required or because we have included the necessary information in our consolidated financial statements or related notes. (3) Exhibits. We have listed the exhibits filed as part of this annual report in the accompanying exhibit index, which follows our consolidated financial statements filed as part of this annual report. Item 16. Form 10-K Summary. None. 22 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS HARVARD BIOSCIENCE, INC. Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Comprehensive Loss F-5 Consolidated Statements of Stockholders’ Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Harvard Bioscience, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Harvard Bioscience, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2017. Hartford, Connecticut March 13, 2026 F-2 Table of Contents HARVARD BIOSCIENCE, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 8,614 $ 4,108 Accounts receivable, net 16,043 14,866 Inventories 20,805 23,245 Other current assets 2,763 2,898 Total current assets 48,225 45,117 Property, plant and equipment, net 4,787 5,106 Operating lease right-of-use assets 7,172 6,132 Goodwill 9,559 56,324 Intangible assets, net 7,639 11,132 Other long-term assets 2,689 2,833 Total assets $ 80,071 $ 126,644 Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ - $ 36,956 Accounts payable 3,652 4,787 Contract liabilities 3,447 3,806 Other current liabilities 14,861 9,409 Total current liabilities 21,960 54,958 Long-term debt, net 35,870 - Deferred tax liability 317 710 Operating lease liabilities 6,882 6,381 Other long-term liabilities 1,308 1,255 Total liabilities 66,337 63,304 Commitments and contingencies - Note 16 Stockholders' equity: Preferred stock, par value $ 0.01 per share, 5,000,000 shares authorized - - Common stock, par value $ 0.01 per share, 80,000,000 shares authorized: 44,719,894 shares issued and outstanding at December 31, 2025; 44,074,475 shares issued and outstanding at December 31, 2024 447 441 Additional paid-in-capital 239,669 236,579 Accumulated deficit ( 214,710 ) ( 158,010 ) Accumulated other comprehensive loss ( 11,672 ) ( 15,670 ) Total stockholders' equity 13,734 63,340 Total liabilities and stockholders' equity $ 80,071 $ 126,644 See accompanying notes to consolidated financial statements. F-3 Table of Contents HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2025 2024 Revenues $ 86,550 $ 94,135 Cost of revenues 36,640 39,369 Gross profit 49,910 54,766 Sales and marketing expenses 19,216 22,212 General and administrative expenses 17,742 21,493 Research and development expenses 8,825 10,406 Amortization of acquired intangible assets 4,027 5,255 Goodwill impairment - Note 5 47,951 - Other operating expenses - Note 2 729 1,611 Total operating expenses 98,490 60,977 Operating loss ( 48,580 ) ( 6,211 ) Other expense: Interest expense ( 4,917 ) ( 3,536 ) Loss on pension settlement - Note 8 ( 1,233 ) - Loss on equity securities - Note 12 - ( 1,593 ) Other expense, net ( 2,656 ) ( 325 ) Total other expense ( 8,806 ) ( 5,454 ) Loss before income taxes ( 57,386 ) ( 11,665 ) Income tax (benefit) expense ( 686 ) 740 Net loss $ ( 56,700 ) $ ( 12,405 ) Loss per share: Basic and diluted loss per share $ ( 1.28 ) $ ( 0.28 ) Weighted-average common shares: Basic and diluted 44,391 43,538 See accompanying notes to consolidated financial statements. F-4 Table of Contents HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2025 2024 Net loss $ ( 56,700 ) $ ( 12,405 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 3,248 ( 1,405 ) Defined benefit pension plans, net of tax benefit of $ 93 and $ 58 , respectively 651 ( 175 ) Derivative instruments qualifying as cash flow hedges, net of tax of $- 0 - 99 100 Other comprehensive income (loss) 3,998 ( 1,480 ) Comprehensive loss $ ( 52,702 ) $ ( 13,885 ) See accompanying notes to consolidated financial statements. F-5 Table of Contents HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands) Accumulated Number Additional Other Total of Shares Common Paid-in Accumulated Comprehensive Stockholders’ Issued Stock Capital Deficit Loss Equity Balance at December 31, 2023 43,395 $ 434 $ 232,435 $ ( 145,605 ) $ ( 14,190 ) $ 73,074 Stock option exercises 14 - 43 - - 43 Stock purchase plan 161 2 335 - - 337 Vesting of restricted stock units 769 8 - - - 8 Shares withheld for taxes ( 265 ) ( 3 ) ( 574 ) - - ( 577 ) Stock-based compensation - - 4,340 - - 4,340 Net loss - - - ( 12,405 ) - ( 12,405 ) Other comprehensive loss - - - - ( 1,480 ) ( 1,480 ) Balance at December 31, 2024 44,074 441 236,579 ( 158,010 ) ( 15,670 ) 63,340 Stock purchase plan 123 1 46 - - 47 Vesting of restricted stock units 755 8 - - - 8 Shares withheld for taxes ( 233 ) ( 3 ) ( 153 ) - - ( 156 ) Stock-based compensation - - 1,855 - - 1,855 Net loss - - - ( 56,700 ) - ( 56,700 ) Other comprehensive income - - - - 3,998 3,998 Issuance of warrants - - 1,342 - - 1,342 Balance at December 31, 2025 44,719 $ 447 $ 239,669 $ ( 214,710 ) $ ( 11,672 ) $ 13,734 See accompanying notes to consolidated financial statements. F-6 Table of Contents HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 56,700 ) $ ( 12,405 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 1,743 1,727 Amortization of intangible assets 4,202 5,430 Goodwill impairment - Note 5 47,951 - Amortization of deferred financing costs 1,322 327 Stock-based compensation 1,855 4,340 Deferred income taxes and other ( 680 ) 363 Loss on pension settlement - Note 8 1,233 - Loss on extinguishment of debt 130 - Loss on equity securities - Note 12 - 1,593 Changes in operating assets and liabilities: Accounts receivable ( 934 ) 974 Inventories 2,947 ( 64 ) Other assets 1,521 1,642 Accounts payable and other liabilities 2,300 ( 1,785 ) Contract liabilities ( 161 ) ( 702 ) Net cash provided by operating activities 6,729 1,440 Cash flows from investing activities: Additions to property, plant and equipment ( 1,258 ) ( 2,644 ) Capitalized software development costs ( 605 ) ( 619 ) Proceeds from sale of marketable equity securities - 1,919 Net cash used in investing activities ( 1,863 ) ( 1,344 ) Cash flows from financing activities: Borrowing from revolving line of credit - 8,800 Borrowing from term loans 40,000 - Repayment of revolving line of credit ( 12,650 ) ( 2,550 ) Repayment of term debt ( 24,700 ) ( 6,023 ) Payment of debt issuance costs ( 3,832 ) ( 161 ) Proceeds from exercise of stock options and employee stock purchase plan 47 380 Taxes paid related to net share settlement of equity awards ( 156 ) ( 577 ) Net cash used in financing activities ( 1,291 ) ( 131 ) Effect of exchange rate changes on cash 931 ( 140 ) Increase (decrease) in cash and cash equivalents 4,506 ( 175 ) Cash and cash equivalents at beginning of period 4,108 4,283 Cash and cash equivalents at end of period $ 8,614 $ 4,108 Supplemental disclosures of cash flow information: Cash paid for interest $ 3,595 $ 3,235 Cash paid for income taxes, net of refunds $ ( 98 ) $ ( 159 ) See accompanying notes to consolidated financial statements. F-7 Table of Contents HARVARD BIOSCIENCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization Harvard Bioscience, Inc., a Delaware corporation (the “Company”), 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. The Company’s products and services are sold globally to customers ranging from renowned academic institutions and government laboratories to the world’s leading pharmaceutical, biotechnology and contract research organizations (“CROs”). With operations in the United States, Europe and China, the Company sells through a combination of direct and distribution channels to customers around the world. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Securities and Exchange Commission (“SEC”) regulations. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Going Concern The consolidated financial statements have been prepared in accordance with U.S. GAAP and on a going concern basis, which assumes the Company will continue to operate in the normal course of business. Management evaluated the Company’s ability to continue as a going concern under ASC 205-40 for the twelve months following the issuance of these financial statements. In prior filings (including the December 31, 2024 Form 10-K and subsequent Form 10-Q’s), 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 completed a comprehensive refinancing of its credit facility, resulting in a new maturity date and improved covenant compliance. 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 the conditions and events that initially raised substantial doubt have been alleviated and that substantial doubt does not exist as of issuance. These financial statements are therefore prepared on a going-concern basis. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP”) requires the use of management estimates. Such estimates include the determination and establishment of certain accruals and provisions, including those for income taxes, credit losses on receivables. and defined benefit pension obligations. Estimates are also required to assess the value for inventories reported at lower of cost or net realizable value, stock-based compensation expense, and the recoverability of long-lived and intangible assets, including goodwill. The Company assesses its previous estimates based upon currently available information. Actual results could differ materially from those estimates. Revenue Recognition Nature of contracts and customers The Company’s contracts are primarily of short duration and are mostly based on the receipt and fulfilment of purchase orders. The purchase orders are binding and include pricing and all other relevant terms and conditions. F-8 Table of Contents The Company’s customers are primarily research scientists at pharmaceutical and biotechnology companies, universities, hospitals, government laboratories and contract research organizations. The Company also has global and regional distribution partners, and original equipment manufacturer customers who incorporate its products into their products under their own brands. Performance obligations The Company’s performance obligations under its revenue contracts consist of its instruments, equipment, accessories, consumables, services, software licenses and enhancements, maintenance and extended warranties. Contracts with customers may contain multiple promises such as delivery of hardware, software, professional services or post-contract support services. These promises are accounted for as separate performance obligations if they are distinct. For contracts with customers that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on relative standalone selling price, which does not materially differ from the stated price in the contract. In general, the Company’s list prices are indicative of standalone selling price, and the majority of the Company's contracts have a term of less than one year. Instruments, equipment and accessories consist of a range of products that are used in life sciences research. Revenues from the sales of these items are recognized when transfer of control of these products to the customer occurs. Transfer of control occurs when the Company has the right to payment and the customer has legal title to the asset and the customer or their selected carrier has possession, which is typically upon shipment. Sales of these items are therefore generally recognized at a point in time. The Company’s consumables revenue includes the sale of wireless implantable monitors that are used for life science research purposes. The Company sells these wireless implantable monitors to pharmaceutical companies, contract research organizations and academic laboratories. In addition to sales generated from new and existing customers, these implantable devices are also sold under a program called the “exchange program.” Under this program, customers may return an implantable monitor to the Company after use, and if the returned monitor can be reprocessed and resold, they may, in exchange, purchase a replacement implantable monitor of the same model at a lower price than a new monitor. The implantable monitors that are returned by customers are reprocessed and made available for future sale. The initial sale of implantable monitors and subsequent sale of replacement implantable monitors are independent transactions. The Company has no obligation in connection with the initial sale to sell replacement implantable monitors at any future date under any fixed terms and may refuse returned implantable monitors that cannot be recovered or are obsolete. The Company has concluded that the offer to its customers that they may purchase a discounted product in the future is not a material right as the discounted price represents the standalone selling price of the reprocessed implantable monitor. Service revenue consists of installation, training, data analysis and surgeries performed on research animals. Service revenue is recognized when the service is performed. Maintenance revenue consists of post-contract support provided in relation to software equipment that is sold to the customer. The Company provides standard warranties that promise the customer that the product will work as promised and are not a separate performance obligation. Extended warranties relate to warranties that are separately priced and purchased in addition to a standard warranty and are therefore a separate performance obligation. The Company has made the judgment that the customer benefits as the Company performs over the period of the contract, and therefore revenues from maintenance and warranty contracts are recognized over time. The Company uses the input method to recognize revenue over time, which is generally on a straight-line basis over the service period. For sales for which transfer of control occurs upon shipment, the Company accounts for shipping and handling costs as fulfilment costs. As such, the Company records the amounts billed to the customer for shipping costs as revenue and the costs within cost of revenues upon shipment. For sales, for which control transfers to customers after shipment, the Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the goods to the customer. The Company therefore accrues for the costs of shipping undelivered items in the period of shipment. Variable Consideration The nature of the Company's contracts gives rise to certain types of variable consideration, including in limited cases volume and payment discounts. The Company analyzes sales that could include variable consideration and estimates the expected or most likely amount of revenue after returns, trade-ins, discounts, rebates, credits, and incentives. Product returns are estimated and accrued for, based on historical information. In making these estimates, the Company considers whether the amount of variable consideration is constrained and is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration, and its impact on the Company’s revenue recognition, was not material in any of the periods presented. The Company’s payment terms are generally from zero to sixty days from the time of invoicing, which occurs at the time of shipment or prior to services being performed. Payment terms vary by the type of customers and the products or services offered. Sales taxes, value added taxes, and certain excise taxes collected from customers and remitted to government authorities are accounted for on a net basis and are therefore excluded from revenues. In certain subsidiaries the Company provides sales commissions to sales representatives based on annual sales volume. The Company has determined that the incentive portion of its sales commissions qualify as contract costs. The Company has elected the practical expedient in ASC 340-40-25-4 to expense sales commissions when incurred as the amortization period of the asset that would otherwise have been recognized is one year or less. F-9 Table of Contents Contract Liabilities The Company records contract liabilities when cash is collected from customers prior to satisfaction of the Company’s performance obligation to the customer. Contract liabilities consist of amounts deferred related to service contracts and revenue deferred as a result of payments received in advance from customers. Contract liabilities are generally expected to be recognized within one year. The amounts included in contract liabilities from advanced payments relate to amounts that are prepaid for wireless implantable monitors under the exchange program. The Company has made the judgment that these payments do not represent a significant financing component as the customer can exercise their discretion as to when they can obtain the products for which they have made a prepayment. Disaggregation of Revenue Refer to Note 3 for revenue disaggregated by type and by geographic location as well as further information about contract liabilities. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company has cash holdings in financial institutions that exceed insured limits for such financial institutions. The Company mitigates this risk by utilizing financial institutions of high credit quality. Approximately 33 % of the Company’s cash and cash equivalents at December 31, 2025, was held by the Company’s foreign subsidiaries and subject to repatriation tax considerations. These foreign funds were held primarily by subsidiaries in the United Kingdom, Germany and Spain. Marketable Equity Securities Equity securities traded in active markets are marked to market at each balance sheet date based on prices as quoted on the relevant stock exchange. Fair value mark-to-market adjustments are recorded as non-operating gains (losses) in the consolidated statement of operations. The Company’s investments in marketable equity securities are classified in the consolidated balance sheet based on the nature of the securities and their availability for use in current operations. Allowance for Expected Credit Losses on Receivables The allowance for expected credit losses on receivables is used to present accounts receivable, net, at an amount that represents the Company’s estimate of the receivables expected to be collected from customers. The allowance represents an estimate of expected credit losses over the lifetime of the receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written off. The Company estimates the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and an analysis of the remaining receivables determined by reference to past default experience. The Company considers the need to adjust historical information to reflect the extent to which current conditions and reasonable forecasts are expected to differ from the conditions that existed for the historical period considered. Losses on receivables have not historically been significant. Management judgments are used to determine when to charge off uncollectible trade accounts receivable. The Company bases these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability and intent to pay. Customers are generally not required to provide collateral for purchases. F-10 Table of Contents Inventories The Company values inventories at the lower of cost (determined on a first-in, first-out method) or net realizable value. The Company regularly reviews inventory quantities on hand and writes down excess and obsolete inventories to estimated net realizable value if less than cost, based primarily on historical inventory usage and estimated forecast of product demand. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Machinery and equipment and automobiles (years) 3 - 10 Computer equipment and software (years) 3 - 7 Furniture and fixtures (years) 5 - 10 Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Software Development Software development costs for software products to be sold, leased or otherwise marketed that are incurred before establishing technological feasibility are charged to operating expense. Software development costs incurred after establishing technological feasibility are capitalized on a product-by-product basis until the product is available for general release to customers at which time amortization begins. Annual amortization, charged to cost of goods sold, is the amount computed using the ratio that current revenues for a product bear to the total current and anticipated future revenues for that product. In the event that future revenues are not estimable, such costs are amortized on a straight-line basis over the remaining estimated economic life of the product. Goodwill Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized but instead is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. For the purpose of its goodwill analysis, the Company has one reporting unit. The Company conducts its annual impairment analysis in the fourth quarter of the fiscal year and more frequently if there is an indicator of impairment. The Company assesses qualitative factors of the reporting unit to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates a potential impairment, a quantitative analysis is performed. The Company compares the fair value of the reporting unit with its carrying amount. The Company typically estimates fair value using market approaches but will also consider the income approach when appropriate. If the carrying amount of a reporting unit exceeds its fair value, goodwill is impaired, and the Company would recognize a loss equal to the excess. During the year ended December 31, 2024, as a result of the Company’s underperformance of recent operating results and liquidity risk and the current macroeconomic conditions impacting the life sciences industries, the Company assessed the current and future economic outlook and identified indicators for impairment of goodwill. Based on the quantitative analysis, the Company concluded that goodwill was not impaired due to the excess of fair value over the carrying value of the reporting unit. 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 this 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. Intangible Assets Intangible assets are comprised of existing technology, customer contracts and contractual relationships, and other definite-lived intangible assets. Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by the Company based on the fair value of assets received. Identifiable definite-lived intangible assets are being amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from four to fifteen years. F-11 Table of Contents Impairment of Long-Lived Assets The Company assesses recoverability of its long-lived assets that are held for use, such as property, plant and equipment and amortizable intangible assets when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Factors which could trigger an impairment review include significant negative industry or economic trends, significant loss of clients, and significant changes in the manner of the Company’s use of the assets or the strategy for its overall business. The recoverability of assets or an asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or the asset group. Cash flow projections are based on trends of historical performance and management’s estimate of future performance. The Company’s estimate of future cash flows requires significant judgment based on historical and anticipated results and is subject to many factors. When the Company determines that the carrying value of the assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in its current business model. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. Different assumptions and judgments could materially affect the calculation of the fair value of the Company's assets. For the year ended December 31, 2024, the Company concluded that there were triggering events requiring the Company to assess the recoverability of its long-lived assets. Based on its recoverability assessment, the Company determined that there was no impairment of its other long-lived assets as of December 31, 2025, and 2024. If future operating performance of the reporting units is not consistent with these assumptions, the Company could be required to record non-cash impairment charges. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. If a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss. If a loss is probable and the loss or range of loss cannot be reasonably estimated, the Company discloses or states that such an estimate cannot be made. Refer to Note 16, Commitments and Contingent Liabilities, for additional information. The Company accrues and expenses legal costs associated with contingencies when incurred. Derivatives The Company uses interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge) and does not use derivative financial instruments for trading or speculative purposes. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. The Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. By using derivative financial instruments to hedge exposure to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with major financial institutions based upon their credit profile. Market risk has an adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. The Company monitors interest rate risk attributable to both its outstanding and forecasted debt obligations by the use of cash flow sensitivity analysis, which estimates the expected impact of changes in interest rates on the Company’s future cash flows. F-12 Table of Contents Convertible Instruments In accordance with ASU 2020-06, the Company records its convertible debt at face value less unamortized issuance costs. Issuance costs are amortized to Interest expense using the effective interest method over the expected term of the convertible debt. Debt Issuance Costs Debt issuance costs are recorded as a reduction to the carrying value of the debt and amortized over the life of the debt using the effective interest method. Loan exit fees Loan exit fees are recognized as an increase in the effective interest rate over the life of the loan and an increase in the carrying value of debt. Leases The Company leases office space, manufacturing facilities, automobiles and equipment. The Company concludes whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right for the Company to control the use of the identified property, plant or equipment for a period of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight-line basis over the lease term. The Company has assessed its contracts and concluded that its leases consist of operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the leases’ commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corporate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The terms in our leases may include options to extend or terminate the lease. We recognize ROU assets and liabilities when it is reasonably certain that we will exercise those options. Judgement is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates and the importance of the facility and location to our operations, among others, are considered. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. Preferred Stock The Company’s board of directors has the authority to issue up to 5.0 million shares of preferred stock and to determine the price privileges and other terms of the shares. The board of directors may exercise this authority without any further approval from stockholders. As of December 31, 2025, and 2024, the Company had no preferred stock issued or outstanding. Stock-based Compensation The Company recognizes compensation expense for all stock-based payment awards made to employees and directors including stock options, restricted stock units, and restricted stock units with a market or performance condition. The Company issues awards under the 2021 Incentive Plan (the “2021 Incentive Plan”) and the Fourth Amended and Restated 2000 Stock Option and Incentive Plan (the “2000 Incentive Plan,” together with the 2021 Incentive Plan, together referred to as the “Incentive Plans”), as well as issues shares for employee stock purchases related to its Employee Stock Purchase Plan (as amended, the “ESPP”). The Company issues new shares from its registered but unissued stock pool to satisfy stock option exercises and vesting of the restricted stock units. Stock-based compensation expense is recorded on a straight-line basis over the applicable service period, which ranges from one to four years. The Company has elected as an accounting policy to account for forfeitures for service-based awards as they occur, with no adjustment for estimated forfeitures. The fair value of restricted stock units is based on the market price of the Company’s stock on the date of grant. The Company values restricted stock units with a market condition using a Monte-Carlo valuation simulation. The determination of fair value of stock-based payment awards on the date of grant using a Monte-Carlo valuation simulation is affected by the Company’s stock price as well as assumptions regarding certain variables including, but not limited to, the Company’s expected stock price volatility over the term of the awards, interest rate assumptions, and discounts to adjust for any holding period post-vest restrictions. Performance-based RSU awards are contingent on the achievement of certain performance metrics. Compensation cost associated with performance-based RSUs are recognized based on the estimated number of shares that the Company ultimately expects will be earned. If the estimated number of shares to be earned is revised in the future, then stock-based compensation expense will be adjusted accordingly. F-13 Table of Contents Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company uses the flow-through method to account for investment tax credits. Under this method, the investment tax credits are recognized as a reduction of income tax expense. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is more than 50% likely of being realized. Changes in recognition are reflected in the period in which the judgement occurs. The Company’s policy is to account for Global Intangible Low-Taxed income (“GILTI”) as a period cost. Comprehensive Income (Loss) Comprehensive income (loss) represents the change in equity resulting from items other than shareholder investments and distributions. The Company’s foreign currency translation adjustments, interest rate swap - cash flow hedge and minimum pension liability adjustments are included in accumulated other comprehensive income (“AOCI”). The components of other comprehensive income are reclassified as net income, net of tax, when the underlying component impacts earnings. Comprehensive income (loss) and the components of AOCI are presented in the accompanying consolidated statements of comprehensive loss and consolidated statements of equity. Fair Value of Financial Instruments Financial reporting standards define a fair value hierarchy that consists of three levels: ● Level 1 includes instruments for which quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. ● Level 2 includes instruments for which the valuations are based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 includes valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, and trade accounts payable approximate their fair values because of the short maturities of those instruments. The fair value of the Company’s debt approximates its carrying value due to the proximity of the issuance date to the December 31, 2025, reporting date, as the interest rate on the Company’s debt remain consistent with current market rates for similar debt (Level 2). Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally their local currency. All assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at period-end. Income and expenses are translated at rates which approximate those in effect on the transaction dates. The resulting translation adjustment is recorded as a separate component of stockholders’ equity in AOCI in the consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in other income (expense), net, in the Company’s consolidated statements of operations. F-14 Table of Contents Earnings per Share Basic earnings (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the periods presented. The computation of diluted earnings (loss) per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options and other potentially dilutive securities using the treasury stock method unless the effect is antidilutive. The following table sets forth the computation of basic and diluted loss per share: Year Ended December 31, (in thousands, except per share data) 2025 2024 Net loss $ ( 56,700 ) $ ( 12,405 ) Weighted average shares outstanding - basic 44,391 43,538 Dilutive effect of equity awards - - Dilutive effect of convertible Term C Loan - - Dilutive effect of warrants - - Weighted average shares outstanding - diluted 44,391 43,538 Basic loss per share $ ( 1.28 ) $ ( 0.28 ) Diluted loss per share $ ( 1.28 ) $ ( 0.28 ) Shares excluded from diluted loss per share due to their anti-dilutive effect 11,638 3,577 Business Segment Information The Company operates in one segment: the design, development, production and distribution of 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. The chief operating decision maker (“CODM”), who is the Company's chief executive officer, measures financial performance as a single enterprise and allocates resources across the Company to maximize profitability, and not on geography, legal entity, or end market basis. The Company operates in a number of countries throughout the world, and has a variety of product lines. Information regarding product lines and geographic financial information is provided in Note 3, “Revenues” and Note 6, "Balance Sheet Information." Other Operating Expenses The components of other operating expenses for the year ended December 31, 2025 and 2024, were as follows: Year Ended December 31, (in thousands) 2025 2024 Restructuring expenses (see Note 7) $ 188 $ 792 Unclaimed property audits expense (see Note 16) - 347 Employee retention tax credit fees (see Note 17) 541 472 Total other operating expenses $ 729 $ 1,611 Recently Issued Accounting Pronouncements Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances disclosures related to the effective tax rate reconciliation, income taxes paid, as well as other disclosures. The new standard impacts footnote disclosures and was effective for the Company’s annual financial statements for the year ended December 31, 2025. The adoption of this standard impacted footnote disclosures and did not have a material impact on the Company's consolidated financial statements, see information provided in Note 15. Recently Issued Accounting Pronouncements Yet to be Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement (Subtopic 220-40): Reporting Comprehensive Income — Expense Disaggregation Disclosures (“ASU No. 2024-03”), which requires enhanced disclosure of income statement expense categories to improve transparency and provide financial statement users with more detailed information about the nature, amount and timing of expenses impacting financial performance. This new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is continuing to assess the impact adopting ASU No. 2024-03 will have on the footnote disclosures in its consolidated financial statements. F-15 Table of Contents In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), requiring election of a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. The Company is evaluating the impact that ASU 2025-05 will have on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), to provide guidance on how business entities should recognize, measure, and present government grants received. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted, and the amendments may be applied using a modified prospective, modified retrospective, or full retrospective adoption. The Company is currently evaluating the impact the adoption of ASU 2025-10 may have on the Company’s consolidated financial statements and disclosures. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with U.S. GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on the Company’s consolidated financial statements and disclosures. In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”). The guidance in ASU 2025-12 provides incremental improvements to accounting standards for a broad range of topics. The standard is effective for annual fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2026, with early adoption permitted. Upon adoption, ASU 2025-12 may be applied prospectively or retrospectively on an issue-by-issue basis. The Company is currently evaluating the impact that the adoption of ASU 2025-12 may have on its consolidated financial statements and disclosures. Prior Period Financial Statement Reclassifications Certain immaterial reclassifications have been made to the prior year financial statements to conform to the current presentation. 3. Revenues The following table represents a disaggregation of revenue from contracts with customers for the years ended December 31, 2025, and 2024. Revenues by type were as follows: Year Ended December 31, (in thousands) 2025 2024 Instruments, equipment, software and accessories $ 78,260 $ 86,964 Service, maintenance and warranty contracts 8,290 7,171 Total revenues $ 86,550 $ 94,135 F-16 Table of Contents Revenues recognition timing was as follows: Year Ended December 31, (in thousands) 2025 2024 Goods and services transferred at a point in time $ 82,339 $ 90,420 Goods and services transferred over time 4,211 3,715 Total revenues $ 86,550 $ 94,135 Revenues by geographic destination were as follows: Year Ended December 31, (in thousands) 2025 2024 Americas United States $ 38,966 $ 41,738 Americas - Other 3,227 3,596 Europe, Middle East and Africa 26,710 28,405 Asia China 10,969 13,297 Asia - Other 6,678 7,099 $ 86,550 $ 94,135 Contract Liabilities The following table provides a summary of contract liabilities as of the periods indicated: December 31, (in thousands) 2025 2024 Change Percentage Deferred revenue Service, maintenance and warranty contracts $ 1,934 $ 1,560 $ 374 24 % Installation and training 711 806 ( 95 ) - 12 % Customer advances 802 1,440 ( 638 ) - 44 % Total short-term contract liabilities 3,447 3,806 ( 359 ) - 9 % Long-term service, maintenance and warranty contracts 198 - 198 100 % Total contract liabilities $ 3,645 $ 3,806 $ ( 161 ) - 4 % The following table represents the Company's remaining performance obligations from contracts that are recognized over time as of December 31, 2025: Remaining Performance Obligations (in thousands) 2026 2027 2028 2029 2030 Thereafter Total Service, maintenance and warranty contracts $ 1,900 $ 183 $ 34 $ 13 $ 2 $ - $ 2,132 Changes in the Company’s contract liabilities are primarily due to the timing of receipt of payments under service, maintenance and warranty contracts and lower revenue volumes. During the years ended December 31, 2025, and 2024, the Company recognized revenue of $ 3.4 million and $ 3.4 million from contract liabilities that existed at December 31, 2024 and 2023, respectively. Provision for Expected Credit Losses on Receivables Year Ended December 31, (in thousands) 2025 2024 Balance, beginning of period $ 215 $ 160 Provision for expected credit losses 16 60 Charge-offs and other ( 24 ) ( 5 ) Balance, end of period $ 207 $ 215 F-17 Table of Contents Concentrations No customer accounted for more than 10% of revenue for the years ended December 31, 2025, and 2024, or for more than 10% of net accounts receivable at December 31, 2025 and 2024. Warranties Warranty activity was as follows: Year Ended December 31, (in thousands) 2025 2024 Balance, beginning of period $ 318 $ 336 Provision for warranties 106 317 Warranty claims ( 210 ) ( 335 ) Balance, end of period $ 214 $ 318 4. Accumulated Other Comprehensive Loss Changes in the components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2025 and 2024, respectively, were as follows: Foreign Currency Derivatives Translation Defined Benefit Qualifying (in thousands) Adjustments Pension Plans as Hedges Total Balance at December 31, 2023 ( 9,885 ) ( 4,106 ) ( 199 ) ( 14,190 ) Other comprehensive income (loss), net ( 1,405 ) ( 175 ) 100 ( 1,480 ) Balance at December 31, 2024 $ ( 11,290 ) $ ( 4,281 ) $ ( 99 ) $ ( 15,670 ) Other comprehensive income (loss), net 3,248 651 99 3,998 Balance at December 31, 2025 $ ( 8,042 ) $ ( 3,630 ) $ - $ ( 11,672 ) 5. Goodwill and Intangible Assets The change in the carrying amount of goodwill was as follows: December 31, (in thousands) 2025 2024 Carrying amount at beginning of period $ 56,324 $ 57,065 Goodwill impairment ( 47,951 ) - Effect of change in currency translation 1,186 ( 741 ) Carrying amount at end of period $ 9,559 $ 56,324 Intangible assets, net at December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 (in thousands) Average Accumulated Accumulated Amortizable intangible assets: Life* Gross Amortization Net Gross Amortization Net Customer relationships 4 $ 16,378 $ ( 12,119 ) $ 4,259 $ 15,603 $ ( 10,450 ) $ 5,153 Technology and software development 1 36,398 ( 33,801 ) 2,597 35,397 ( 30,556 ) 4,841 Trade names and patents 1 7,732 ( 7,168 ) 564 7,452 ( 6,509 ) 943 Total amortizable intangible assets $ 60,508 $ ( 53,088 ) $ 7,420 $ 58,452 $ ( 47,515 ) $ 10,937 Indefinite-lived intangible assets: 219 195 Total intangible assets $ 7,639 $ 11,132 * Weighted average life in years as of December 31, 2025 The Company capitalized $ 0.6 million and $ 0.6 million of software development costs during the year ended December 31, 2025, and 2024, respectively. F-18 Table of Contents Intangible asset amortization expense was $ 4.2 million and $ 5.4 million for the years ended December 31, 2025 and 2024, respectively. Year Ended December 31, (in thousands) 2025 2024 Cost of revenues $ 175 $ 175 Operating expense 4,027 5,255 Total amortization of intangible assets $ 4,202 $ 5,430 Estimated amortization expense of existing amortizable intangible assets for each of the five succeeding years and thereafter is as follows: (in thousands) 2026 $ 2,955 2027 1,683 2028 1,436 2029 950 2030 396 Thereafter - Total $ 7,420 6. Balance Sheet Information The following tables provide details of selected balance sheet items as of the periods indicated Inventories: December 31, (in thousands) 2025 2024 Finished goods $ 5,371 $ 5,222 Work in process 3,262 2,754 Raw materials 12,172 15,269 Total $ 20,805 $ 23,245 Property, Plant and Equipment: December 31, (in thousands) 2025 2024 Machinery and equipment $ 9,801 $ 8,139 Computer equipment and software 9,102 8,923 Leasehold improvements 2,666 2,565 Furniture and fixtures 1,274 1,243 Automobiles 60 56 22,903 20,926 Less: accumulated depreciation ( 18,116 ) ( 15,820 ) Property, plant and equipment, net $ 4,787 $ 5,106 Depreciation expense was $ 1.7 million and $ 1.7 million for the years ended December 31, 2025 and 2024, respectively. F-19 Table of Contents Other Current Liabilities: December 31, (in thousands) 2025 2024 Compensation $ 1,815 $ 1,714 Customer credits 1,374 1,286 Current portion of operating lease liabilities 1,525 1,158 Employee retention tax credit funds 6,765 3,154 Professional fees 1,742 545 Warranty costs 215 318 Other 1,425 1,234 Total $ 14,861 $ 9,409 Long-lived Assets by Geographic Area: Long-lived assets by geographic area, which include operating lease right-of-use assets, property, plant and equipment, and amortizable intangible assets, were as follows: December 31, (in thousands) 2025 2024 United States $ 15,661 $ 20,235 Germany 2,312 1,148 Rest of the world 1,406 792 Total long-lived assets $ 19,379 $ 22,175 7. Restructuring Costs On an ongoing basis, the Company reviews the global economy, the healthcare industry, and the markets in which it competes to identify operational efficiencies and align its cost base and infrastructure with customer needs and its strategic plans. In order to realize these goals, the Company undertakes activities from time to time to optimize its business. During the year ended December 31, 2025 and 2024, the Company completed restructurings and incurred expenses of $ 0.2 million and $ 0.8 million, respectively. These costs primarily consisted of severance incurred in connection with headcount reductions in Europe and North America. The changes in the accrued liabilities for restructuring and other charges for the years ended December 31, 2025 and 2024 were as follows: The severance and other costs detailed above have been included as a component of other operating expenses , and all inventory-related charges are included in cost of revenues. (in thousands) Inventory-Related Severance Other Total Balance at December 31, 2023 $ 84 $ - $ - $ 84 Restructuring costs 43 792 - 835 Non-cash charges ( 27 ) - - ( 27 ) Cash payments ( 100 ) ( 711 ) - ( 811 ) Effect of change in currency translation - 1 - 1 Balance at December 31, 2024 $ - $ 82 - $ 82 Restructuring costs - 170 18 188 Non-cash charges - - - - Cash payments - ( 258 ) - ( 258 ) Effect of change in currency translation - 6 - 6 Balance at December 31, 2025 $ - $ - $ 18 $ 18 F-20 Table of Contents 8. Employee Benefit Plans Employee Retirement Savings Plans The Company sponsors various qualified employee retirement savings plans and makes contributions to match a certain portion of employee contributions. The Company contributed $ 0.9 million and $ 1.1 million to these plans for each of the years ended December 31, 2025 and 2024. Employee Pension Plans The Company’s subsidiary in the United Kingdom, Biochrom Ltd., maintains defined benefit pension plans for its employees. In 2014, these defined benefit pension plans were closed to new employees, as well as closed to the future accrual of benefits for existing employees. The Company recognizes the funded status of the pension plans as an asset or liability in the consolidated balance sheets. The funded status equals the difference between the fair value of the plan’s assets and their benefit obligations and has historically been measured each year as of December 31st. The Company records net period benefit expense (credit) as a component of other expense in the Consolidated Statement of Operations. The Company initiated the process for a full buy-out of one of its defined benefit plans in August 2024 by purchasing from plan assets a non-participating bulk annuity from an insurance company (a “buy-in” arrangement”). This bulk annuity was used to purchase individual annuity contracts for each participant (a “buy-out” arrangement), which was completed in October 2025, at which point the remaining benefit obligations were transferred to the insurance company and the Company was relieved of any further obligation. This plan had been closed to new employees, as well as closed to the future accrual of benefits for existing employees since 2014 and represented approximately 11 % percent of the Company's total pension liabilities as of December 31, 2024. The Company used $ 1.4 million of plan assets to purchase non-participating annuity contracts resulting in the full settlement of the benefit obligations. As a result, the Company recorded a non-cash pension settlement charge of approximately $ 1.2 million, primarily consisting of unrecognized actuarial losses, which is included in Other expenses, net in the Consolidated Statements of Operations. The components of the Company’s net period benefit expense for the years ending December 31, 2025 and 2024, were as follows: Year Ended December 31, (in thousands) 2025 2024 Interest cost $ 722 $ 667 Expected return on plan assets ( 888 ) ( 887 ) Net amortization loss 331 408 Loss due to settlements 1,233 - Net periodic benefit expense $ 1,398 $ 188 The following provides a reconciliation of the changes in the plans’ fair value of assets and benefit obligations for the years ended December 31, 2025 and 2024, and a summary of the funded status as of December 31, 2025 and 2024: December 31, (in thousands) 2025 2024 Change in fair value of plan assets: Balance at beginning of year $ 15,179 $ 16,940 Actual return on plan assets 618 ( 1,520 ) Employer contributions 264 575 Settlements due to transfers paid ( 1,405 ) - Service cost ( 18 ) - Benefits paid ( 784 ) ( 565 ) Currency translation adjustment 1,087 ( 251 ) Balance at end of year $ 14,941 $ 15,179 December 31, (in thousands) 2025 2024 Change in benefit obligation: Balance at beginning of year $ 12,789 $ 14,663 Interest cost 707 662 Actuarial loss (gain) 443 ( 1,760 ) Settlements due to transfers paid ( 1,405 ) - Benefits paid ( 784 ) ( 565 ) Currency translation adjustment 918 ( 211 ) Balance at end of year $ 12,668 $ 12,789 F-21 Table of Contents December 31, (in thousands) 2025 2024 Fair value of plan assets $ 14,941 $ 15,179 Benefit obligation 12,668 12,789 Net funded status $ 2,273 $ 2,390 Changes in the actuarial (gain) loss disclosed above are primarily the result of changes in the discount rate and inflation assumptions due to underlying market conditions. The amounts recognized in the consolidated balance sheets consist of: December 31, (in thousands) 2025 2024 Other long-term assets $ 2,273 $ 2,390 Accumulated other comprehensive loss 5,768 6,143 The weighted average assumptions used in determining the net pension cost for these plans follows: December 31, 2025 2024 Discount rate 5.5 % 5.5 % Expected return on assets 5.4 % 5.5 % The discount rate assumptions used for pension accounting reflect the prevailing rates available on high-quality, fixed-income debt instruments with terms that match the average expected duration of the Company’s defined benefit pension plan obligations. The Company’s mix of pension plan investments among asset classes also affects the long-term expected rate of return on plan assets. As of December 31, 2025, the Company’s actual asset mix approximated its target mix. Differences between actual and expected returns are recognized in the calculation of net periodic pension cost over the average remaining expected future working lifetime, which is approximately 12 years for active plan participants. The asset allocations and fair value of the Company’s pension benefits as of December 31, 2025 and 2024, were as follows: December 31, (in thousands) 2025 2024 Asset category: Debt securities $ 13,601 91 % $ 12,310 81 % Insurance contracts - 0 % 1,461 10 % Equity securities 486 3 % 712 5 % Cash and cash equivalents 704 5 % 402 3 % Other 150 1 % 294 2 % Total $ 14,941 100 % $ 15,179 100 % December 31, (in thousands) 2025 2024 Quoted prices in active markets for identical assets (Level 1) $ 704 $ 402 Significant other observable inputs (Level 2) 14,237 14,777 Significant other unobservable inputs (Level 3) - - Total $ 14,941 $ 15,179 F-22 Table of Contents Level 1 assets consist of cash and cash equivalents held in the pension plans. The Level 2 assets primarily consist of investments in private investment funds that are valued using the net asset values provided by the trust or fund, including an insurance contract. Although these funds are not traded in an active market with quoted prices, the investments underlying the net asset value are based on quoted prices. The Company expects to contribute approximately $ 0.3 million to its pension plan during 2026. The benefits expected to be paid from the pension plans are $ 0.7 million in 2026, $ 0.8 million in 2027, $ 0.8 million in 2028, $ 1.0 million in 2029, and $ 0.9 million in 2030. The expected benefits to be paid in the five years from 2031 to 2035 are $ 4.4 million. The expected benefits are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2025. 9. Leases The Company has non-cancelable operating leases for office space, manufacturing facilities, warehouse space, automobiles and equipment expiring at various dates through 2030. The components of lease expense for the years ended December 31, 2025 and 2024, were as follows: Year Ended December 31, (in thousands) 2025 2024 Operating lease cost $ 2,163 $ 2,049 Short-term lease cost 170 191 Sublease income - ( 68 ) Total lease cost $ 2,333 $ 2,172 Supplemental balance sheet information related to the Company’s operating leases is as follows: December 31, (in thousands) 2025 2024 Operating lease right-of-use assets $ 7,172 $ 6,132 Current portion, operating lease liabilities $ 1,525 $ 1,158 Operating lease liabilities, long-term 6,882 6,381 Total operating lease liabilities $ 8,407 $ 7,539 Weighted average remaining lease term (years) 4.2 5.2 Weighted average discount rate 7.9 % 8.9 % Supplemental cash flow information related to the Company’s operating leases is as follows: Year Ended December 31, (in thousands) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities $ 2,435 $ 2,186 Right-of-use assets obtained in exchange for lease obligations 2,283 2,945 Future minimum lease payments for operating leases, with initial terms in excess of one year at December 31, 2025, are as follows: Year Ending December 31, (in thousands) 2026 $ 2,333 2027 2,412 2028 2,324 2029 2,073 2030 865 Thereafter - Total lease payments 10,007 Less imputed interest ( 1,600 ) Total operating lease liabilities $ 8,407 F-23 Table of Contents 10. Debt As of December 31, 2025 and 2024, the Company’s debt consisted of the following: December 31, (in thousands) 2025 2024 Term loan $ - $ 24,700 Revolving line - 12,650 Less: unamortized deferred financing costs - ( 394 ) Net carrying amount $ - $ 36,956 Term A loan Principal amount $ 10,000 $ - Deferred financing cost and discount ( 708 ) - Exit fee accretion 10 - Net carrying amount $ 9,301 $ - Term B loan Principal amount $ 22,500 $ - Deferred financing cost and discount ( 1,593 ) - Exit fee accretion 22 - Net carrying amount $ 20,928 $ - Term C Loan Principal amount $ 7,500 $ - Deferred financing cost and discount ( 531 ) - Amortization of warrants ( 1,329 ) - Net carrying amount $ 5,640 $ - Total debt $ 35,870 $ 36,956 Long-term debt $ 35,870 $ - Current portion of long-term debt $ - $ 36,956 The Company maintained a Credit Agreement with Citizens Bank, N.A., Wells Fargo Bank, N.A., and First-Citizens Bank & Trust Company (collectively, the “Former Lenders”), through December 17, 2025. The credit agreement originally provided for a term loan of $ 40.0 million and a $ 25.0 million revolving credit facility (including a $ 10.0 million sub-facility for the issuance of letters of credit and a $ 10.0 million swingline loan sub facility) (collectively, the “Credit Facility”). The Company’s obligations under the Credit Agreement were secured by substantially all of its assets, including all or a portion of the equity interests in certain of the Company’s domestic and foreign subsidiaries. The Company’s obligations under the Credit Agreement were guaranteed by certain of the Company’s direct, domestic wholly owned subsidiaries; none of the Company’s direct or indirect foreign subsidiaries guaranteed the Company’s obligations under the Credit Agreement. Issuance costs of $ 2.0 million were amortized over the contractual term to maturity date on a straight-line basis, which approximates the effective interest method. Total revolver borrowing capacity was limited by the consolidated net leverage ratio as defined under the amended Credit Agreement. Borrowings under the Credit Facility, at the option of the Company, bore interest at either (i) a rate per annum based on the Secured Overnight Financing Rate (“SOFR”) for an interest period of one, two, three or six months, plus an applicable interest rate margin determined as provided in the Credit Agreement (a “SOFR Loan”), subject to a floor of 0.50 %, or (ii) an alternative base rate plus an applicable interest rate margin, each as determined as provided in the Credit Agreement. The alternative base rate was based on the Citizens Bank prime rate or the federal funds effective rate of the Federal Reserve Bank of New York and was subject to a floor of 1.0 %. Pursuant to a March 2025 amendment to the Credit Agreement (the “March 2025 Amendment”), the applicable interest rate margin was increased such that the interest rate was equal to a rate per annum based on the SOFR plus 400 bps effective as of March 10, 2025. There were no prepayment penalties in the event the Company elected to prepay and terminate the Credit Facility prior to its scheduled maturity date, subject to SOFR Loan breakage and redeployment costs in certain circumstances. The term loan required quarterly installment payments of $ 1.0 million with a balloon payment at maturity on December 22, 2025. Pursuant to the March 2025 Amendment, amortization payments were revised so that a proportionate payment was required to be made on a monthly rather than a quarterly basis. F-24 Table of Contents The Credit Agreement included various customary financial covenants and other affirmative and negative covenants binding on the Company. The negative covenants limited the ability of the Company, among other things, to incur debt, permit liens, make investments, sell assets, or pay dividends on its capital stock. The financial covenants included a maximum consolidated net leverage ratio and a minimum consolidated fixed charge coverage ratio. The Credit Agreement also included customary events of default. The March 2025 Amendment provided, among other things, that the Lenders’ commitment under the revolving credit facility would be capped at $ 12.65 million, which was the amount outstanding thereunder as of the date thereof, and thus the Company was unable to make additional borrowings under the Credit Facility. The March 2025 Amendment also established certain milestones in connection with a refinancing of the Credit Facility (the “Refinancing Milestones”), including, by June 30, 2025, the closing of the Refinancing. The Lenders also agreed not to assert any breaches of the financial covenants included in the Credit Agreement for the first quarter of 2025 provided that the Company continued to comply with its payment obligations, achieved the Refinancing Milestones, maintained 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 exceeded the total amount drawn under the credit facility) of $ 3.5 million and provided the former administrative agent with certain financial reports. As of June 30, 2025, the Company was not in compliance with the Refinancing Milestones and quarterly financial covenants included in the March 2025 Amendment. On August 8, 2025, the Company entered into an amendment to the Credit Agreement (the “August 2025 Amendment”), pursuant to which the Former Lenders and former administrative agent agreed, subject to the terms contained in the August 2025 Amendment, to waive the events of default due to the Company’s failure to achieve certain Refinancing Milestones and its failure to comply with the consolidated net leverage ratio covenant and the consolidated fixed charge coverage ratio covenant as of the June 30, 2025 test date. Pursuant to the terms of the August 2025 Amendment, the Former Lenders also agreed not to test the net leverage ratio financial covenant and the consolidated fixed charge coverage ratio financial covenant for the fiscal quarter ended September 30, 2025, and to reduce the Company’s covenant to maintain minimum liquidity (defined as the sum of (a) unrestricted cash 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 $ 3.0 million. The August 2025 Amendment also added, as a mandatory prepayment event, the receipt of cash proceeds upon a Refinancing or upon the sale of the equity interests or all or substantially all of the assets of the Company. In addition, pursuant to the terms of the August 2025 Amendment, the applicable interest rate margin was increased such that the interest rate was equal to a rate per annum based on the SOFR plus 700 bps. In connection with the August 2025 Amendment, the Company had agreed to accomplish steps towards the Refinancing or repayment of the Credit Agreement by no later than December 5, 2025. The Company agreed to pay fees of $ 0.4 million, or 1.00 % of the outstanding debt, to the Former Lenders in connection with the August 2025 Amendment, of which 25% was paid upon the signing of the August 2025 Amendment and the remaining 75% was paid upon the Refinancing. On December 17, 2025, the Company entered into a Loan and Security Agreement (the “2025 Loan Agreement”) with certain financial institutions party thereto as lenders (the “Lenders”) and BroadOak Income Fund, L.P., as the administrative agent and collateral agent. The 2025 Loan Agreement provides for the following term loans: (i) a term loan in an aggregate principal amount of $ 10.0 million (the “Term A Loan”), (ii) a term loan in an aggregate principal amount of $ 22.5 million (the “Term B Loan”) and (iii) a term loan in an aggregate principal amount of $ 7.5 million (the “Term C Loan” and, together with the Term A Loan and Term B Loan, the “Term Loans”). The Term A Loan and Term B Loan are senior secured obligations maturing on December 31, 2029 (the “Maturity Date”). Commencing December 31, 2027 (the “Amortization Date”), the Company is required to make quarterly principal amortization payments on the Term A Loan and Term B Loan. The Amortization Date and Maturity Date may be extended by one year if the Company achieves a certain adjusted EBITDA milestone. The Term C Loan is a senior secured convertible term loan maturing on the Maturity Date that is convertible, together with accrued and unpaid interest, into shares of common stock of the Company, $ 0.01 par value per share (the “Common Stock”) at a conversion price of $ 1.00 per share from January 2, 2026 until the maturity of the Term Loans. The conversion right may be exercised at the Lenders’ option, or automatically if the share price of the Common Stock exceeds $ 1.50 per share for thirty consecutive trading days. The Term C Loan may not be prepaid by the Company prior to maturity, except in the event of a repayment in full of all of the Term Loans or a change of control of the Company, in which case the Lenders may elect whether to convert their Term C Loan into Common Stock or to be repaid in full in cash. The proceeds of the Term Loans were used to repay all obligations under the Company’s prior credit facility for which Citizens Bank, N.A. served as former administrative agent, to pay transaction fees and expenses and for working capital and other general corporate purposes. The Term Loans will bear interest at a per annum rate equal to the greater of (i) 12.80 % from the date of the 2025 Loan Agreement through the 2025 Loan Agreement’s second anniversary, then 12.50 % thereafter and (ii) the prime rate detailed in the 2025 Loan Agreement plus 5.25 %. Interest on the Term Loans is payable in cash in arrears on the last calendar day of each month; however, at the Company’s option, interest on the Term C Loan may be payable in kind. If any portion of the Term Loans are prepaid prior to maturity, the Company will be required to pay a prepayment premium in an amount equal to (a) 3.00 % of the principal amount of such prepaid Term Loans if such prepayment occurs on or before the first anniversary of the closing of the transaction, (b) 2.00 % of the principal amount of such prepaid Term Loans if such prepayment occurs after the first anniversary but on or prior to the second anniversary of the closing of the transaction, (c) 1.00 % of the principal amount of such prepaid Term Loans if such prepayment occurs after the second anniversary but on or prior to the third anniversary of the closing of the transaction and (d) 0.00 % thereafter. However, no prepayment premium will be payable with respect to any Term A Loan prepaid before March 31, 2027. Additionally, an exit fee of 10.00 % will be payable on any Term Loan amounts that are prepaid or repaid, including at maturity, except that no exit fee will be payable with respect to any Term C Loan that convert into Common Stock. With respect to the principal amount of the Term A Loan and the Term B Loan that are outstanding as of the fifteen month anniversary of the closing date, the exit fee percentage shall be reduced by 1.00 % for every $2.0 million of the principal amount of Term A Loan that had been repaid or prepaid prior to the fifteen month anniversary of the closing date. F-25 Table of Contents The Company’s obligations under the 2025 Loan Agreement are required to be guaranteed by certain of the Company’s domestic subsidiaries. The Company’s obligations under the 2025 Loan Agreement are secured by substantially all of the assets of the Company and each guarantor. The 2025 Loan Agreement includes customary affirmative, negative, and financial covenants binding on the Company and its subsidiaries, including delivery of financial statements and other reports and maintenance of existence. The negative covenants limit the ability of the Company and its subsidiaries, among other things, to incur debt, incur liens, make investments, sell assets and pay dividends on its capital stock. The financial covenants set forth in the 2025 Loan Agreement include a minimum liquidity covenant, which will apply at all times, and a minimum Adjusted EBITDA covenant, which will be tested at the end of each fiscal quarter of the Company. The 2025 Loan Agreement also includes customary events of default. The Company was in compliance with the minimum liquidity requirement and the minimum Adjusted EBITDA covenant, 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. In connection with the 2025 Loan Agreement, the Company issued detachable warrants to the Lenders and its participants to purchase up to an aggregate 2,000,000 shares of Common Stock at an exercise price equal to $ 0.50 per share. The warrants are exercisable for a seven -year period beginning December 17, 2025. The warrants may also be exercised on a cashless basis under certain circumstances under the 2025 Loan Agreement. The shares of common stock issuable upon the exercise of such warrants and conversion of the Term C Loan (the “Underlying Shares”) were not initially registered under the Securities Act of 1933, as amended. Within 45 days of the date of the 2025 Loan Agreement, the Company was required to prepare and file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the Underlying Shares. The Company filed this registration statement covering the Underlying Shares on January 30, 2026, and it was declared effective on February 9, 2026. The Company determined that warrants issued in connection with 2025 Loan Agreement met the definition of a freestanding financial instrument and qualified for treatment as permanent equity. Warrants recorded as equity are recorded at the fair market value determined at issuance date and are not remeasured after that. The fair value of these 2,000,000 warrants was $ 1.4 million and was estimated using the Black-Scholes valuation model with the following assumptions: fair value of the Company’s common stock at issuance of $ 0.69 per share; four year expected term; 140.4 % volatility; 0 % dividend rate; and a risk-free interest rate of 3.6 %. The Company allocated the value of warrants between the relative fair value of the notes payable without the warrants, and the warrants themselves at the time of issuance. The allocated portion of the warrants was treated as a debt discount and amortized over the term of the note. The amortization of the debt discount is recognized as interest expense. The Company accretes loan exit fees into interest expense over the contractual terms of the 2025 Loan Agreement, to the extent that such amounts are expected to be paid. In connection with the debt refinancing transaction on December 17, 2025 as described above, the Company paid to the Lenders a customary closing fee of $ 0.8 million. The Company also incurred certain legal costs and other fees; these fees and costs totaling $ 2.1 million. These fees and costs were deferred on the Company’s balance sheet as a reduction of the carrying value of the Term Loans and will be amortized to interest expense over the contractual terms of the Loan Agreement. The refinancing of our prior credit facility is considered a debt extinguishment and, as such, $ 0.1 million of net deferred financing costs and fees primarily related to the Prior Credit Facility were expensed in December 2025 and included in Other expense, net in our Consolidated Statement of Operations. For the year ended December 31, 2025 and 2024 contractual interest expense and non-cash interest expense was $ 3.6 million and $ 3.2 million and $ 1.3 million and $ 0.3 million, respectively. As a result of exploring alternative sources of capital that would allow the Company to refinance the outstanding indebtedness due to the Former Lenders, the Company incurred approximately $ 1.4 million of legal and professional fees, which is included in Other expense, net on our Consolidated Statement of Operations. The effective interest rate on the Company’s borrowings for years ended December 31, 2025 and 2024 was 13.7 % and 8.1 %, respectively. The weighted average interest rate as of December 31, 2025 and 2024, net of the effect of the Company’s interest rate swap agreement, was 12.8 % and 8.4 %, respectively. The carrying value of the debt approximated fair value because the interest rate under the obligation approximates market rates of interest available to the Company for similar instruments. The future maturities of debt outstanding as of December 31, 2025, excluding debt issuance costs, amortization of warrant and exit fee accretion, are as follows: (in thousands) 2026 $ - 2027 1,625 2028 6,500 2029 31,875 2030 - Thereafter - Total $ 40,000 F-26 Table of Contents 11. Derivatives In February 2023, the Company entered into an interest rate swap contract to improve the predictability of cash flows from interest payments related to its variable, SOFR-based debt. The swap contract had a notional amount of $ 21.7 million as of December 31, 2024, and was scheduled to mature on December 22, 2025. This swap contract effectively converts the SOFR-based variable portion of the interest payable under the Credit Agreement into fixed-rate debt at an annual rate of 4.75 %. The swap contract does not impact the additional interest related to the applicable interest rate margin as discussed above in Note 10, Debt. The swap contract is considered an effective cash flow hedge, and as a result, net gains or losses are reported as a component of other comprehensive income (“OCI”) in the consolidated financial statements and are reclassified when the underlying hedged interest impacts earnings. An assessment is performed quarterly to evaluate the ongoing hedge effectiveness. As part of the refinancing on December 17, 2025, the Company terminated the interest rate swap effective December 11, 2025. Following the swap termination, $ 0.1 million of unrealized gain related to the terminated interest rate swap included in accumulated other comprehensive income (loss) was reclassified to earnings as a reduction to interest expense through December 31, 2025. The following table presents the notional amount and fair value of the Company’s derivative instrument as of December 31, 2024: (in thousands) December 31, 2024 Derivatives Instruments Balance Sheet Classification Notional Amount Fair Value (a) Interest rate swap Other current liabilities $ 21,658 $ ( 99 ) (a) See Note 13 for the fair value measurements related to this financial instrument. The following table summarizes the effect of derivatives designated as cash flow hedging instruments for the years ended December 31, 2025 and 2024: Year Ended December 31, Derivatives Qualifying as Hedges, net of tax (in thousands) 2025 2024 Gain (loss) recognized in OCI on derivatives (effective portion) $ 99 $ 100 Amounts reclassified from AOCI to interest expense ( 75 ) 136 12. Marketable Equity Securities In April 2023, the Company received shares of common stock of Harvard Apparatus Regenerative Technology, Inc. (“HRGN”, formerly known as Biostage, Inc.) in connection with settlement of indemnification obligations related to litigation which was resolved during the year ended December 31, 2022. During the year ended December 31, 2024, the Company sold its HRGN shares for $ 1.9 million and recorded a loss on equity securities of $ 1.6 million. 13. Fair Value Measurements The following tables present the fair value hierarchy for those assets or liabilities measured at fair value on a recurring basis: Fair Value as of December 31, 2025 Assets (Liabilities) (in thousands) Level 1 Level 2 Level 3 Total Interest rate swap agreement $ - $ - $ - $ - Fair Value as of December 31, 2024 Level 1 Level 2 Level 3 Total Interest rate swap agreement $ - $ ( 99 ) $ - $ ( 99 ) The Company uses the market approach technique to value its financial assets and liabilities. The Company’s financial assets and liabilities carried at fair value include, when applicable, derivative instruments used to hedge the Company’s interest rate risks. The fair value of the Company’s interest rate swap agreement was based on SOFR-yield curves at the reporting date. F-27 Table of Contents 14. Stock-Based Compensation Stock-based compensation expense for the years ended December 31, 2025 and 2024, was allocated as follows: Year Ended December 31, (in thousands) 2025 2024 Cost of revenues $ 103 $ 122 Sales and marketing expenses 459 599 General and administrative expenses 939 3,165 Research and development expenses 354 454 Total stock-based compensation $ 1,855 $ 4,340 As of December 31, 2025, the total compensation costs related to unvested awards not yet recognized is $ 1.4 million and the weighted average period over which it is expected to be recognized is approximately 1.7 years. During the years ended December 31, 2025 and 2024, the Company did not capitalize any stock-based compensation. Equity Incentive Plans During 2021, the Company’s board of directors and stockholders adopted the 2021 Incentive Plan which authorized additional shares available for grants to officers, employees, non-employee directors and other key persons of the Company and its subsidiaries. As of December 31, 2025, there were approximately 2.2 million shares available for issuance under the 2021 Incentive Plan. Restricted Stock Units with a Market Condition The Company granted deferred awards of market condition restricted stock units (the “Market Condition RSUs”) to certain members of the Company’s management team. The vesting of the Market Condition RSUs is linked to the achievement of a relative total shareholder return (“TSR”) of the Company’s common stock measured from the earlier of (i) the measurement period as set out in the award agreement or (ii) upon a change of control (measured relative to the Nasdaq Biotechnology or Russell 2000 index and based on a 20-day trading average price) and is subject to a one-year holding period after vesting. For Market Condition RSUs with a measurement period that concluded during the years ended December 31, 2024, the TSR of the Company’s common stock relative to the applicable index resulted in achieving a weighted average vesting of 21 % of the target, respectively. Market Condition RSUs outstanding as of December 31, 2025 remain subject to a TSR measurement which can result in vesting rates ranging from 0 % to 150 % of the target number. The weighted average estimated fair value of the Market Condition RSUs that were granted during the year ended December 31, 2025 was $ 0.67 per unit. The estimate of the fair value was determined using a Monte-Carlo valuation simulation, which included the following assumptions: Volatility 89.8 % Risk-free interest rate 3.7 % Correlation coefficient 36.5 % Dividend yield - % The Company used historical volatility to calculate the expected volatility matching the expected holding period. The risk-free interest rate assumption is based upon observed U.S. Treasury bill interest rates (risk-free) corresponding with the requisite service period. Additionally, the Company assumes a liquidity discount to adjust the fair value for the one-year holding period post-vest restrictions. Restricted Stock Units with a Performance Condition Performance-based RSU awards are contingent on the achievement of certain performance metrics. Compensation cost associated with performance-based RSUs are recognized based on the estimated number of shares that the Company ultimately expects will be earned. If the estimated number of shares to be earned is revised in the future, then stock-based compensation expense will be adjusted accordingly. F-28 Table of Contents Stock-Based Payment Awards Restricted stock unit activity for the years ended December 31, 2025 and 2024, was as follows: Market- Performance- Time-Based Based Based Restricted Grant Date Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value Stock Units Fair Value Balance at December 31, 2023 1,164,996 $ 3.28 801,845 $ 3.37 - $ - Granted 1,078,213 3.85 - - 375,895 4.19 Vested ( 717,119 ) 3.62 ( 51,732 ) 3.30 - - Cancelled/Forfeited ( 147,095 ) 3.60 ( 191,155 ) 5.60 - - Balance at December 31, 2024 1,378,995 $ 3.51 558,958 $ 2.61 375,895 $ 4.19 Granted 1,347,821 0.48 500,000 0.67 - - Vested ( 754,707 ) 3.27 - - - - Forfeited ( 367,827 ) 3.57 ( 558,958 ) 2.61 ( 211,815 ) 4.19 Balance at December 31, 2025 1,604,282 $ 1.07 500,000 $ 0.67 164,080 $ 4.19 The aggregate fair value of RSUs that vested during the years ended December 31, 2025, and 2024 was $ 0.4 million and $ 1.8 million, respectively. Unvested shares related to market-based and performance-based vesting conditions are reflected at 100% of their target vesting amount in the table above. Actual vesting could range from zero to 150 % of their target amounts. Stock option activity for the years ended December 31, 2025 and 2024, was as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 924,067 $ 3.37 Exercised ( 13,586 ) 3.18 Cancelled/Forfeited ( 83,023 ) 4.70 Outstanding and exercisable at December 31, 2024 827,458 $ 3.24 Cancelled/Forfeited ( 663,445 ) 3.20 Outstanding and exercisable at December 31, 2025 164,013 $ 3.40 2.2 $ - There is no aggregate intrinsic value at December 31, 2025 because the Company’s closing stock price of $ 0.67 is below the exercise price of the outstanding options. The aggregate intrinsic value of options exercised was nil and nil for the years ended December 31, 2025 and 2024, respectively. Employee Stock Purchase Plan ( “ ESPP ” ) The Company has an employee stock purchase plan under which eligible employees may purchase a limited number of shares of common stock at a discount of up to 15 % of the market value of such stock at pre-determined and plan-defined dates. There were 0.1 million and 0.1 million shares issued under the ESPP during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there were 30 shares available for issuance under the ESPP. F-29 Table of Contents 15. Income Tax Income tax (benefit) expense for the years ended December 31, 2025 and 2024, consisted of: Year Ended December 31, (in thousands) 2025 2024 Current income tax expense: Federal and state $ ( 6 ) $ 140 Foreign ( 127 ) 290 ( 133 ) 430 Deferred income tax (benefit) expense: Federal and state ( 431 ) ( 70 ) Foreign ( 122 ) 380 ( 553 ) 310 Total income tax (benefit) expense $ ( 686 ) 740 The effective tax rate for the year ended December 31, 2025 was 1.1 % as compared with ( 6.3 )% for the same period in 2024. The difference between the Company’s effective tax rate year over year was primarily attributable to a goodwill impairment, an increase in the Company’s GILTI inclusion, and a decrease in the change in the Company’s valuation allowance. Income tax expense for the years ended December 31, 2025 and 2024, differed from the amount computed by applying the U.S. federal income tax rate of 21 % to pre-tax loss as a result of the following: Year Ended December 31, (in thousands) 2025 U.S. federal statutory tax rates $ ( 11,963 ) 21.0 % State and local income taxes, net of federal income tax benefit (a) ( 150 ) 0.3 % Foreign tax effects Spain Goodwill impairment 715 - 1.3 % Other ( 76 ) 0.1 % United Kingdom Goodwill impairment 1,403 - 2.5 % Other ( 281 ) 0.5 % Other foreign jurisdictions 208 - 0.4 % Effect of changes in tax laws or rates enacted in the current period ( 13 ) 0.0 % Effect of cross-border tax laws 281 - 0.49 % Tax credits 507 - 0.9 % Change in valuation allowance allocated to income tax 1,386 - 2.57 % Nontaxable or nondeductible items Goodwill impairment 6,565 - 11.5 % Other 415 - 0.7 % Change in reserve for uncertain tax position ( 170 ) 0.3 % Other 487 - 0.9 % Total income tax (benefit) $ ( 686 ) 1.1 % (a) Taxes in Massachusetts and Minnesota make up the majority of the effect of the state and local tax category. F-30 Table of Contents Year Ended December 31, (in thousands) 2024 Income tax benefit computed at federal statutory tax rate $ ( 2,450 ) Increase (decrease) in income taxes resulting from: Permanent differences, net 82 Non-deductible executive compensation 243 Global Intangible Low-Taxed Income (GILTI) - State income taxes, net of federal income tax benefit ( 245 ) Stock-based compensation 210 Tax credits 52 Net operating loss true-ups and expirations ( 125 ) Change in reserve for uncertain tax position ( 233 ) Impact of change to prior year tax accruals 398 Change in valuation allowance allocated to income tax 2,666 Other 142 Total income tax expense $ 740 Income tax expense was based on the following pre-tax (loss) income: Year Ended December 31, (in thousands) 2025 2024 Domestic $ ( 47,480 ) $ ( 10,966 ) Foreign ( 9,906 ) ( 699 ) Total $ ( 57,386 ) $ ( 11,665 ) Income taxes paid (net of refunds) of ($ 0.1 ) million for the year ended December 31, 2025 disaggregated as follows: Year Ended December 31, (in thousands) 2025 Federal $ - State 26 Foreign ( 124 ) Total income taxes paid (net of refunds) $ ( 98 ) F-31 Table of Contents The tax effects of temporary differences that give rise to significant components of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024, were as follows: Year Ended December 31, (in thousands) 2025 2024 Deferred income tax assets: Inventory $ 881 $ 1,036 Operating loss and credit carryforwards 12,817 12,371 Research and development 3,973 4,776 Employee retention credit 1,409 1,409 Lease liabilities 1,451 1,675 Accrued expenses 242 472 Stock compensation 208 699 Deferred interest expense 1,689 1,023 Other assets 704 204 Total gross deferred assets 23,374 23,665 Less: valuation allowance ( 19,873 ) ( 17,769 ) Deferred tax assets 3,501 5,896 Deferred income tax liabilities: Indefinite-lived intangible assets 296 1,990 Definite-lived intangible assets 1,682 2,468 Lease right-of-use assets 1,159 1,339 Employee benefit plans 568 597 Other liabilities 113 120 Total deferred tax liabilities 3,818 6,514 Deferred income tax liabilities, net $ ( 317 ) $ ( 618 ) Deferred income tax assets and liabilities by classification on the consolidated balance sheets were as follows: Year Ended December 31, (in thousands) 2025 2024 Deferred tax assets (included in other long-term assets) $ - $ 92 Deferred income tax liabilities ( 317 ) ( 710 ) Deferred income tax liability, net $ ( 317 ) $ ( 618 ) As of December 31, 2025, the Company had federal net operating loss carryforwards of $ 5.4 million, state net operating loss carryforwards of $ 11.4 million, and foreign net operating loss carryforwards of $ 7.1 million The federal and foreign net operating losses can be carried forward indefinitely while the state net operating losses expire between 2025 and 2044, all of which are partially offset by valuation allowances. The Company had $ 7.1 million of federal research and development tax credit carryforwards which begin to expire in 2025 and are partially offset by a reserve of $ 0.8 million for uncertain tax positions. The Company had a total of $ 2.8 million of state investment tax credit carryforwards, research and development tax credit carryforwards, and enterprise zone credit carryforwards, which begin to expire in 2026 and are partially offset by a reserve of $ 0.3 million for uncertain tax positions. In addition, the Company had a total of $ 0.4 million of international R&D credits which begin to expire in 2037. The Internal Revenue Code (“IRC”) limits the amounts of net operating loss carryforwards or credits that a company may use in any one year in the event of a change in ownership under IRC Sections 382 or 383. As of December 31, 2025 and 2024, the Company maintained a total valuation allowance of $ 19.9 million and $ 17.8 million, respectively, which related to foreign, federal, and state deferred tax assets in both years. The valuation allowance was based on estimates of taxable income in each of the jurisdictions in which the Company operates and the period over which deferred tax assets will be recoverable. The net change in the total valuation allowance for the years ended December 31, 2025 and 2024, was an increase of $ 2.1 million and $ 2.5 million, respectively. The change in valuation allowance for the year ended December 31, 2025 of $ 2.1 million was recorded through continuing operations and relates to federal, state, and foreign jurisdictions in the amounts of $ 1.4 million, $ 0.3 million, and $ 0.4 million, respectively. F-32 Table of Contents As of December 31, 2025 and 2024, cash and cash equivalents held by the Company’s foreign subsidiaries were $ 2.7 million and $ 2.7 million, respectively. As of December 31, 2025, the Company has determined the potential income tax and withholding liability related to available cash balances at foreign subsidiaries to be immaterial. A summary of activity of unrecognized tax benefits is as follows: (in thousands) Balance at December 31, 2023 $ 2,222 Additions based on tax positions of prior years 172 Decreases based on tax positions of prior years ( 382 ) Additions based on tax positions of current year 111 Other decreases, net ( 134 ) Balance at December 31, 2024 1,989 Additions based on tax positions of prior years - Decreases based on tax positions of prior years ( 159 ) Additions based on tax positions of current year 34 Other decreases, net ( 75 ) Balance at December 31, 2025 $ 1,789 The Company classifies interest and penalties related to unrecognized tax benefits as a component of income tax expense, which has not been significant during the years ended December 31, 2025 and 2024, respectively. With a few exceptions, the Company is no longer subject to income tax examinations by tax authorities in foreign jurisdictions for the years before 2020 . In the U.S., the Company’s net operating loss and tax credit carryforward amounts remain subject to federal and state examination for tax years starting in 2006 as a result of tax credits generated in the prior years. There are currently no pending federal or state tax examinations. On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into law. The Act includes several significant tax-related provisions, including the permanent extension of certain elements of the Tax Cuts and Jobs Act. The legislation features staggered effective dates beginning in 2025 and continuing through 2027. The Company has incorporated the provisions from the Act into the year end 2025 income tax provision and has concluded that these changes did not have a significant impact on its consolidated financial statements and related disclosures. 16. Commitments and Contingent Liabilities The Company is involved in various claims and legal proceedings arising in the ordinary course of business. After consultation with legal counsel, the Company has determined that the ultimate disposition of such proceedings is not likely to have a material adverse effect on its business, financial condition, results of operations or cash flow. Although unfavorable outcomes in the proceedings are possible, the Company has not accrued loss contingencies relating to any such matters as they are not considered to be probable and reasonably estimable. If one or more of these matters are resolved in a manner adverse to the Company, the impact on the Company’s business, financial condition, results of operations and cash flows could be material. In January 2026, the Company received notification from a third-party alleging a potential claim for breach of contract. The Company does not concede the validity of any allegations and is vigorously defending the matter. While the outcome is uncertain, it is reasonably possible a loss could be incurred. Management estimates the range of potential loss to be between $ 0.1 million and $ 0.8 million. The Company does not expect that this matter will have a material adverse impact on its financial position. In addition, the Company has entered into indemnification agreements with its directors and officers. It is not possible to determine the maximum potential liability amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has not recorded any liability for costs related to contingent indemnification obligations as of December 31, 2025 and 2024. The Company is subject to unclaimed property laws in the ordinary course of its business. State escheat laws generally require entities to report and remit abandoned and unclaimed property to the state. Failure to timely report and remit the property can result in assessments that could include interest and penalties, in addition to the payment of the escheat liability itself. The Company recorded an expense of $ 0.3 million during the year ended December 31, 2024, related to the completion of unclaimed property audits which have been included in other operating expenses in the consolidated statement of operations. F-33 Table of Contents 17. Government Assistance As there is no authoritative guidance under U.S. GAAP on accounting for grants to for profit business entities from government entities, the Company accounts for government assistance by analogy to International Accounting Standards Topic 20, Accounting for Government Grants and Disclosure of Government Assistance (IAS 20). Under IAS 20, government grants are recognized when there is reasonable assurance that the grant will be received and that all conditions related to the grant will be met. Grants related to income are presented as part of the consolidated statements of operations either as a deduction of the related expense or reported separately in other income. The Company recognizes government assistance that supplements salaries or research activities as a reduction of the related operating expense over the period for which it is intended to compensate. Government assistance that is not directly related to expense reimbursement or relates to costs incurred in a previous fiscal period is recorded as other income. The Coronavirus Aid, Relief, and Economic Security Act of 2020 provided an employee retention tax credit (“ERTC”) that was a refundable tax credit against certain employer taxes. The Company elected to account for the credit as a government grant. The Company received ERTC refunds of $ 3.6 million and $ 3.2 million during the years ended December 31, 2025 and 2024, respectively. Due to the subjectivity of the credit, the Company has included the refunds received in other current liabilities in the consolidated balance sheet as of December 31, 2025 and 2024, subject to a determination that the refunds are recognizable. The Company engaged a professional services firm under a commission fee arrangement to assist with determining the Company’s eligibility to claim the ERTC refunds and accumulating the necessary support that was used as a basis in the filing. During the year ended December 31, 2025 and 2024, the Company paid fees of $ 0.5 million and $ 0.5 million for these services, which are included in other operating expenses in the consolidated statement of operations. For the years ended December 31, 2025 and 2024, the Company received $ 0.7 million and $ 0.5 million, respectively, under other government assistance programs. The majority of the assistance was a result of the Company’s German subsidiaries participating in programs established to offset the costs of qualifying research and development activities and employee training. 18. Segment Information The Company conducts business as a single operating segment which is based upon the Company’s organizational and management structure, as well as information used by the CODM to allocate resources and other factors. The accounting policies of the segment are the same as those described in Note 2. The key measure of segment profitability that the CODM uses to allocate resources and assess performance is consolidated net income (loss), as reported on the consolidated statements of operations. The CODM utilizes consolidated net loss by comparing actual results against budgeted amounts on a quarterly basis. The following table presents the significant revenue and expense categories of the Company’s single operating segment: Year Ended December 31, 2025 2024 Revenues $ 86,550 $ 94,135 Less: Cost of revenues (1) 36,537 39,247 Sales and marketing expenses (1) 18,757 21,613 General and administrative expenses (1) 16,803 18,328 Research and development expenses (1) 8,471 9,952 Amortization of acquired intangibles 4,027 5,255 Interest expense 4,917 3,536 Income tax (benefit) expense ( 686 ) 740 Goodwill impairment 47,951 - Other segment expenses (2) 6,473 7,869 Net loss $ ( 56,700 ) $ ( 12,405 ) (1) Excludes stock-based compensation expense (2) Includes stock-based compensation, other operating expenses, loss on pension settlement, loss on equity securities and other expense F-34 Table of Contents Asset information provided to the CODM is consistent with that reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash, accounts receivable, and inventory, reduced by current liabilities. Information relating to the Company’s products and services and geographical distribution of revenues is disclosed in Note 3. 19. Subsequent Event In January 2026, the Company announced 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 is expected to close its manufacturing facility in Holliston, MA and transition U.S. production to its manufacturing hub in Minneapolis, MN. Certain operations will also be relocated to facilities in Germany, Sweden, and the UK, intended to align 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 site. These amounts are estimates and are subject to future changes. On January 30, 2026, the Company filed a new registration statement on Form S-3 with the SEC, which was declared effective on February 9, 2026, to register the offer and sale from time to time, of up to 9,500,000 shares of its common stock. The registration statement includes up to 2,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $ 0.50 per share, which Warrants were issued pursuant to the Loan and Security Agreement, dated December 17, 2025, by and among the Company, certain financial institutions party thereto as Lenders, and BroadOak Income Fund, L.P., and up to 7,500,000 shares of common stock issuable upon the conversion of the outstanding principal amount, together with accrued and unpaid interest, of a convertible term loan in the aggregate principal amount of $ 7.5 million borrowed pursuant to the Loan Agreement at a conversion price of $ 1.00 per share. 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, $ 0.01 par value per share, at a ratio within the range of 1-for- 5 and 1-for- 15 . On March 6, 2026, the Company’s board of directors determined to effectuate the reverse stock split at a ratio of 1-for- 10 , effective March 13, 2026. The reverse stock split decreased the issued and outstanding shares by a reduction of 39,707,905 shares. The following table illustrates the proforma effect on EPS as if the reverse stock split had occurred on January 1, 2025 (unaudited): Year Ended December 31, (in thousands, except per share data) 2025 Weighted average shares outstanding - basic (pre- reverse split) 44,391 Proforma weighted average shares outstanding - basic (post-reverse split) 4,439 Weighted average shares outstanding - diluted (pre- reverse split) 44,391 Weighted average shares outstanding - diluted (post-reverse split) 4,439 Historical basic loss per share (pre-reverse split) $ ( 1.28 ) Proforma basic loss per share (post-reverse split) $ ( 12.80 ) Historical diluted loss per share (pre-reverse split) $ ( 1.28 ) Proforma diluted loss per share (post-reverse split) $ ( 12.80 ) F-35 Table of Contents EXHIBIT INDEX The following exhibits are filed as part of this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified. Exhibit Description Method of Filing 2.1§ Separation and Distribution Agreement between Harvard Bioscience, Inc. and Biostage, Inc. (f/k/a Harvard Apparatus Regenerative Technology, Inc.) dated as of October 31, 2013. Exhibit to the Current Report on Form 8-K (filed November 6, 2013) and incorporated by reference thereto. 3.1 Second Amended and Restated Certificate of Incorporation of Harvard Bioscience, Inc. Exhibit to the Registration Statement on Form S-1/A (File No. 333-45996) (filed November 9, 2000) and incorporated by reference thereto. 3.1.1 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Harvard Bioscience, Inc. Exhibit to the Current Report on Form 8-K (filed March 6, 2026) and incorporated by reference thereto. 3.2 Amended and Restated By-laws of Harvard Bioscience, Inc. Exhibit to the Registration Statement on Form S-1/A (File No. 333-45996) (filed November 9, 2000) and incorporated by reference thereto. 3.3 Amendment No. 1 to Amended and Restated Bylaws of Harvard Bioscience, Inc. (as adopted October 30, 2007). Exhibit to the Current Report on Form 8-K (filed November 1, 2007) and incorporated by reference thereto. 3.4 Amendment No. 2 to Amended and Restated Bylaws of Harvard Bioscience, Inc. (as adopted January 19, 2026). Exhibit to the Current Report on Form 8-K (filed January 20, 2026) and incorporated by reference thereto. 4.1 Specimen certificate for shares of Common Stock, $0.01 par value, of Harvard Bioscience, Inc. Exhibit to the Registration Statement on Form S-1/A (File No. 333-45996) (filed November 9, 2000) and incorporated by reference thereto. 4.2 Description of Securities. Exhibit to the Annual Report on Form 10-K (filed March 16, 2020) and incorporated by reference thereto. 4.3 Form of Warrant to Purchase Common Stock Exhibit to the Current Report on Form 8-K (filed December 17, 2025) and incorporated by reference thereto. 10.1 # Harvard Bioscience, Inc. Fourth Amended and Restated 2000 Stock Option and Incentive Plan. Exhibit to the Quarterly Report on Form 10-Q (filed August 10, 2020) and incorporated by reference thereto. 10.2 Harvard Bioscience, Inc. Employee Stock Purchase Plan, as amended. Disclosed as Appendix A to the Proxy Statement on Schedule 14A (filed April 7, 2022) and incorporated by reference thereto. 10.3 Form of Director Indemnification Agreement. Exhibit to the Quarterly Report on Form 10-Q (filed May 8, 2020) and incorporated by reference thereto. 10.4 + Trademark License Agreement, dated December 19, 2002, by and between Harvard Bioscience, Inc. and President and Fellows of Harvard College. Exhibit to the Annual Report on Form 10-K (filed March 9, 2023) and incorporated by reference thereto. 10.5 # Form of Incentive Stock Option Agreement (Executive Officers). Exhibit to the Annual Report on Form 10-K (filed March 16, 2006) and incorporated by reference thereto. 10.6 # Form of Non-Qualified Stock Option Agreement (Executive Officers). Exhibit to the Annual Report on Form 10-K (filed March 16, 2006) and incorporated by reference thereto. Table of Contents 10.7 # Form of Non-Qualified Stock Option Agreement (Non-Employee Directors). Exhibit to the Annual Report on Form 10-K (filed March 16, 2006) and incorporated by reference thereto. 10.8 # Form of Deferred Stock Award Agreement. Exhibit to the Annual Report on Form 10-K (filed March 16, 2011) and incorporated by reference thereto. 10.9 # Form of Market Condition Deferred Stock Award Agreement. Exhibit to the Annual Report on Form 10-K (filed March 16, 2020) and incorporated by reference thereto. 10.10 # Employment Agreement between Harvard Bioscience, Inc. and James Green. Exhibit to the Current Report on Form 8-K (filed July 8, 2019) and incorporated by reference thereto. 10.11 # Employment Agreement between Harvard Bioscience, Inc. and Jennifer Cote dated June 19, 2023 Exhibit to the Current Report on Form 8-K (filed June 20, 2023) and incorporated by reference thereto. 10.12 Credit Agreement dated as of December 22, 2020 among Harvard Bioscience, Inc., as borrower, the lenders party thereto, and Citizens Bank, N.A., as administrative agent. Exhibit to the Current Report on Form 8-K (filed December 23, 2020) and incorporated by reference thereto. 10.13 Pledge and Security Agreement dated as of December 22, 2020 among Harvard Bioscience, Inc., certain of Harvard Bioscience’s direct and indirect subsidiaries and Citizens Bank, N.A., as administrative agent. Exhibit to the Current Report on Form 8-K (filed December 23, 2020) and incorporated by reference thereto. 10.14 First Amendment to Credit Agreement and Amendment to Pledge and Security Agreement, dated April 28, 2022, among Harvard Bioscience, Inc., Citizens Bank, N.A., as the administrative agent, and the lenders party thereto. Exhibit to the Current Report on Form 8-K (filed April 28, 2022) and incorporated by reference thereto. 10.15 Second Amendment to Credit Agreement and Amendment to Pledge and Security Agreement, dated November 8, 2022, among Harvard Bioscience, Inc., Citizens Bank, N.A., as the administrative agent, and the lenders party thereto. Exhibit to the Form 10-Q (filed November 9, 2022) and incorporated by reference thereto. 10.16 Guarantee Agreement dated as of December 22, 2020 among Harvard Bioscience, Inc., certain of Harvard Bioscience’s direct and indirect subsidiaries and Citizens Bank, N.A., as administrative agent. Exhibit to the Current Report on Form 8-K (filed December 23, 2020) and incorporated by reference thereto. 10.17 Third Amendment to Credit Agreement dated March 28, 2024, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto. Exhibit to the Current Report on Form 8-K (filed April 3, 2024) and incorporated by reference thereto. 10.18 Fourth Amendment to Credit Agreement dated August 6, 2024, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto. Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto. 10.19 Fifth Amendment to Credit Agreement dated March 10, 2025, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto. Exhibit to the Current Report on Form 8-K (filed March 12, 2025) and incorporated by reference thereto. 10.20# Harvard Bioscience, Inc. 2021 Incentive Plan. Exhibit to the Current Report on Form 8-K (filed May 19, 2021) and incorporated by reference thereto. 10.21# Form of Performance RSU Award Agreement - 2021 Incentive Plan. Exhibit to the Annual Report on Form 10-K (filed March 11, 2022) and incorporated by reference thereto. Table of Contents 10.22# Form of Time-Based RSU Awards Agreement – 2021 Incentive Plan. Exhibit to the Annual Report on Form 10-K (filed March 11, 2022) and incorporated by reference thereto. 10.23# Form of RSU Award for Directors – 2021 Incentive Plan. Exhibit to the Annual Report on Form 10-K (filed March 11, 2022) and incorporated by reference thereto. 10.24# Form of Time-Based Restricted Stock Unit Award Agreement -2021 Incentive Plan (for awards granted on or after March 5, 2024) Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto. 10.25# Form of Performance-Based Restricted Stock Unit Award Agreement -2021 Incentive Plan (for awards granted on or after March 5, 2024) Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto. 10.26# Form of Director and Officer Indemnification Agreement Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto. 10.27# Offer of Employment by Harvard Bioscience, Inc. for Mark Frost, dated April 10, 2025 Exhibit to the Current Report on Form 8-K (filed April 10, 2025) and incorporated by reference thereto. 10.28# Retention Benefit Opportunity Agreement by and between Harvard Bioscience, Inc. and Mark Frost, dated August 13, 2025 Exhibit to the Current Report on Form 8-K (filed August 13, 2025) and incorporated by reference thereto. 10.29# Employment Agreement by and between Harvard Bioscience, Inc. and John Duke, dated July 16, 2025 Exhibit to the Current Report on Form 8-K (filed July 17, 2025) and incorporated by reference thereto. 10.30 Sixth Amendment to and Waiver under Credit Agreement dated August 8, 2025, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto. Exhibit to the Current Report on Form 8-K (filed August 11, 2025) and incorporated by reference thereto. 10.31 Loan and Security Agreement by and among Harvard Bioscience, Inc., certain lenders, certain guarantors and BroadOak Income Fund, L.P., as administrative agent and collateral agent, dated December 17, 2025 Exhibit to the Current Report on Form 8-K (filed December 17, 2025) and incorporated by reference thereto. 10.32 Employment Agreement by and between Harvard Bioscience, Inc. and John Duke, dated March 6, 2026 Exhibit to the Current Report on Form 8-K (filed March 10, 2026) and incorporated by reference thereto. 10.33 Appointment of Chief Financial Officer and Employment Agreement by and between Harvard Bioscience, Inc. and Mark Frost, dated March 6, 2026 Exhibit to the Current Report on Form 8-K (filed March 10, 2026) and incorporated by reference thereto. 19 Insider Trading Policy Filed with this report 21.1 Subsidiaries of the Registrant Filed with this report 23.1 Consent of Grant Thornton LLP Filed with this report 31.1 Certification of Chief Financial Officer of Harvard Bioscience, Inc., pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed with this report 31.2 Certification of Chief Executive Officer of Harvard Bioscience, Inc., pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed with this report 32.1 Certification of Chief Financial Officer of Harvard Bioscience, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 32.2 Certification of Chief Executive Officer of Harvard Bioscience, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 97 Harvard Bioscience Inc., Dodd-Frank Clawback Policy Exhibit to the Annual Report on Form 10-K filed March 7, 2024, and incorporated by reference thereto. 101.INS Inline XBRL Instance Document Filed with this report 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed with this report 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed with this report 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed with this report 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed with this report 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed with this report 104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) + Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. * This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 # Management contract or compensatory plan or arrangement. § The schedules and exhibits have been omitted. A copy of any omitted schedule or exhibit will be furnished to the SEC supplementally upon request. The Company will furnish to stockholders a copy of any exhibit without charge upon written request. Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARVARD BIOSCIENCE, INC. Date: March 13, 2026 By: /s/ JOHN DUKE John Duke Chief Executive Officer Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date Chief Executive Officer and Director /s/ JOHN DUKE (Principal Executive Officer) March 13, 2026 John Duke Chief Financial Officer and Treasurer /s/ MARK FROST (Principal Financial Officer) March 13, 2026 Mark Frost /s/ KATHERINE A. EADE Director March 13, 2026 Katherine A. Eade /s/ ROBERT GAGNON Director March 13, 2026 Robert Gagnon /s/ SETH BENSON Director March 13, 2026 Seth Benson /s/ STEPHEN DENELSKY Director March 13, 2026 Stephen DeNelsky /s/ WILLIAM SNIDER Director March 13, 2026 William Snider