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Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations.
−Removed: The risk factors set forth below updates, and should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
−Removed: We have substantial debt, and the Lenders have waived our non-compliance with certain of the covenants in our Credit Agreement.
−Removed: If we fail to comply with the terms and conditions of the waiver, or if we fail to comply with covenants in our Credit Agreement in the future, the Lenders may require the amounts outstanding thereunder to become immediately due and payable.
−Removed: As of September 30, 2025, there was indebtedness of $34.0 million, net of unamortized deferred financing cost, outstanding under the Credit Agreement.
−Removed: As of June 30, 2025, we were not in compliance with the Refinancing Milestones and quarterly financial covenants contained in the March 2025 Amendment.
−Removed: Pursuant to the August 2025 Amendment, the Lenders and administrative agent agreed, subject to the terms contained in the August 2025 Amendment, to waive the Company’s events of default under the Credit Agreement.
−Removed: Pursuant to the terms of the August 2025 Amendment, the Lenders also agreed not to test net leverage ratio the 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.
−Removed: In connection with the August 2025 Amendment, the Company has also agreed to accomplish steps towards the Refinancing or repayment of the Credit Agreement by no later than December 5, 2025.
−Removed: The Company continues to make progress on these steps, and is working actively to reach a definitive agreement that will accomplish one of these outcomes.
−Removed: The failure to accomplish such steps on the agreed timeline shall constitute an event of default under the Credit Agreement.
−Removed: If we are not able to comply with the terms and conditions of the August 2025 Amendment, or if we are otherwise unable to maintain compliance with the covenants under the Credit Agreement, as amended, in addition to other actions the Lenders may require, the amounts outstanding under the Credit Agreement may become immediately due and payable.
−Removed: There can be no assurance that the Lenders will not take action to collect payment of our debt or dispose of collateral securing the debt.
−Removed: Our cash flow and existing capital resources may be insufficient to repay our debt, in which such case prior thereto we would have to repay, refinance and or restructure the obligations under the Credit Agreement, including with proceeds from the sale of assets, and additional equity or debt capital.
−Removed: If we are unsuccessful in obtaining such extension, or entering into such repayment, refinance or restructuring prior to maturity or acceleration of repayment, the Lenders could foreclose against their collateral or seek other remedies, which would jeopardize our ability to continue our current operations.
−Removed: We have received written notice from Nasdaq that we are not in compliance with Nasdaq ’ s minimum bid price requirements and if we are unable to regain compliance with Nasdaq continued listing standards, which may require effecting a reverse stock split of our common stock, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.
+Added: The risk factor set forth below updates, and should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
+Added: If we fall out of compliance with Nasdaq continued listing standards in the future, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.
The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5450(a)(1) requires that securities listed on The Nasdaq Global Market maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of thirty (30) consecutive business days.
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As a result of the Approval and transfer to The Nasdaq Capital Market, we were granted an additional 180-day grace period, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement.
−Removed: If it is necessary to do so, we will seek stockholder approval for a reverse stock split to regain compliance with this requirement.
−Removed: If we fail to regain compliance, including due to our stockholders failing to approve a reverse stock split, our common stock will be subject to delisting.
−Removed: Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if our common stock is delisted.
−Removed: We cannot provide any guarantee that we will regain compliance during the grace period or be able to maintain compliance with Nasdaq’s listing requirements in the future.
−Removed: If we are not able to regain compliance during the grace period, our common stock will be subject to delisting.
+Added: At a special meeting of stockholders held on March 6, 2026, stockholders approved an amendment to the Harvard Bioscience, Inc.
+Added: Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock.
+Added: Subsequently, our board of directors approved the reverse stock split to be completed at a ratio of 1-for-10, effective March 13, 2026.
+Added: On March 30, 2026, we received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC notifying us that we had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market.
+Added: We cannot provide any guarantee that we will be able maintain compliance with Nasdaq’s listing requirements in the future.
+Added: If we are not able to maintain compliance, our common stock will be subject to delisting.
Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, could significantly affect the ability of investors to trade our securities and could negatively affect the value and liquidity of our common stock.
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Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: There were no unregistered sales of equity securities during the period covered by this report.
Defaults Upon Senior Securities.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.