UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the quarterly period ended
For the transition period from to
Commission file number
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(Exact Name of Registrant as Specified in Its Charter) |
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(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices, including zip code) |
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(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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The Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 5, 2026, there were
FORM 10-Q
INDEX
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Page |
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PART I - FINANCIAL INFORMATION |
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| 1 | |
| 1 | |
| 2 | |
| 3 | |
| 4 | |
| 5 | |
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Notes to Condensed Unaudited Consolidated Financial Statements |
6 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
21 |
| 21 | |
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PART II - OTHER INFORMATION |
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| 22 | |
| 22 | |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
22 |
| 22 | |
| 23 | |
| 23 | |
| 23 | |
| 24 |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(Unaudited, in thousands, except share and per share data) |
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March 31, |
December 31, |
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2026 |
2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
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Accounts receivable, net |
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Inventories |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Other long-term assets |
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Total assets |
$ | $ | ||||||
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable |
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Contract liabilities |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, net |
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Deferred tax liability |
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Operating lease liabilities |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies - Note 16 |
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Stockholders' equity: |
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Preferred stock, par value $ |
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* Common stock, par value $ |
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Additional paid-in-capital |
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Accumulated deficit |
( |
) | ( |
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Accumulated other comprehensive loss |
( |
) | ( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
$ | $ | ||||||
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* |
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See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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(Unaudited, in thousands, except per share data) |
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Three Months Ended March 31, |
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2026 |
2025 |
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Revenues |
$ | $ | ||||||
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Cost of revenues |
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Gross profit |
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Sales and marketing expenses |
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General and administrative expenses |
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Research and development expenses |
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Amortization of acquired intangible assets |
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Goodwill impairment - Note 5 |
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Other operating expenses - Note 2 |
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Total operating expenses |
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Operating loss |
( |
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Other expense: |
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Interest expense |
( |
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Other expense, net |
( |
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Total other expense |
( |
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Loss before income taxes |
( |
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Income tax expense (benefit) |
( |
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Net loss |
$ | ( |
) | $ | ( |
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Loss per share: |
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Basic and diluted loss per share |
$ | ( |
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Weighted-average common shares: |
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Basic and diluted * |
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* |
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See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS |
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(Unaudited, in thousands) |
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Three Months Ended March 31, |
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2026 |
2025 |
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Net loss |
$ | ( |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
( |
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Derivative instruments qualifying as cash flow hedges, net of tax of $- |
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Other comprehensive (loss) income |
( |
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Comprehensive loss |
$ | ( |
) | $ | ( |
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See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
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(Unaudited, in thousands) |
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Accumulated |
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Number |
Additional |
Other |
Total |
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of Shares |
Common |
Paid-in |
Accumulated |
Comprehensive |
Stockholders’ |
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Issued * |
Stock |
Capital |
Deficit |
Loss |
Equity |
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Balance at December 31, 2025 |
$ | $ | $ | ( |
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) | $ | |||||||||||||||
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Warrant exercises |
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Vesting of restricted stock units |
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Shares withheld for taxes |
( |
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Stock-based compensation |
- | |||||||||||||||||||||||
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Net loss |
- | ( |
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Other comprehensive loss |
- | ( |
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Balance at March 31, 2026 |
$ | $ | $ | ( |
) | $ | ( |
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Accumulated |
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Number |
Additional |
Other |
Total |
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of Shares |
Common |
Paid-in |
Accumulated |
Comprehensive |
Stockholders’ |
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Issued * |
Stock |
Capital |
Deficit |
Loss |
Equity |
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Balance at December 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
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Vesting of restricted stock units |
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Shares withheld for taxes |
( |
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Stock-based compensation |
- | |||||||||||||||||||||||
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Net loss |
- | ( |
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Other comprehensive income |
- | |||||||||||||||||||||||
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Balance at March 31, |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
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* |
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See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(Unaudited, in thousands) |
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Three Months Ended March 31, |
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2026 |
2025 |
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Cash flows from operating activities: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation |
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Amortization of intangible assets |
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Goodwill impairment - Note 5 |
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Amortization of deferred financing costs |
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Stock-based compensation |
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Deferred income taxes and other |
( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
( |
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Other assets |
( |
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Accounts payable and other liabilities |
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Contract liabilities |
( |
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Net cash (used in) provided by operating activities |
( |
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Cash flows from investing activities: |
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Additions to property, plant and equipment |
( |
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Capitalized software development costs |
( |
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Net cash used in investing activities |
( |
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Cash flows from financing activities: |
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Repayment of term debt |
( |
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Payment of debt issuance costs |
( |
) | ( |
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Proceeds from exercise of stock options and employee stock purchase plan |
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Taxes paid related to net share settlement of equity awards |
( |
) | ( |
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Net cash used in financing activities |
( |
) | ( |
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Effect of exchange rate changes on cash |
( |
) | ||||||
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(Decrease) increase in cash and cash equivalents |
( |
) | ||||||
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ | $ | ||||||
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Supplemental disclosures of cash flow information: |
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Cash paid for interest |
$ | $ | ||||||
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Cash paid for income taxes, net of refunds |
$ | ( |
) | $ | ||||
See accompanying notes to condensed consolidated financial statements.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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1. |
Basis of Presentation and Summary of Significant Accounting Policies |
The unaudited consolidated financial statements of Harvard Bioscience, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2025 consolidated balance sheet included herein was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financial position as of March 31, 2026, results of operations and comprehensive loss for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025, as applicable, have been made. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the anticipated operating results for the full year ending December 31, 2026, or any future periods.
The accounting policies underlying the accompanying unaudited consolidated financial statements are set forth in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2026.
Reverse Stock Split
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 the Company's issued and outstanding shares of common stock, $
Each holder of common stock owned fewer shares of common stock as a result of the reverse stock split. However, the reverse stock split affected all holders of common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the reverse stock split resulted in an adjustment to a stockholder’s ownership of common stock due to the treatment of fractional shares in the reverse stock split. Therefore, voting rights and other rights and preferences of the holders of common stock were not affected by the reverse stock split (other than as a result of the treatment of fractional shares).
No fractional shares were issued as a result of the reverse stock split. Instead, each stockholder received a cash payment equal to the fraction of a share to which such stockholder was otherwise entitled multiplied by the closing price per share of the common stock on the effective date of the reverse stock split as reported by Nasdaq (as adjusted to give effect to the reverse stock split). The common stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on March 16, 2026. The trading symbol for the common stock remained “HBIO.” This reverse stock split has reduced the number of shares of common stock as of March 13, 2026 from
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 has 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 and concluded that the conditions and events that initially raised substantial doubt have been alleviated and that substantial doubt does not exist as of the date 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.
Other Operating Expenses
The components of other operating expenses for the three months ended March 31, 2026 and 2025 were as follows:
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Three Months Ended March 31, |
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(in thousands) |
2026 |
2025 |
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Restructuring expenses (see Note 12) |
$ | $ | ||||||
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Employee retention tax credit fees (see Note 5) |
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Total other operating expenses |
$ | $ | ||||||
Recently Adopted Accounting Pronouncements
In July 2025, FASB issued ASU 2025-05, Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The Company adopted ASU 2025-05 on January 1, 2026, on a prospective basis. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements.
In 2025, the FASB issued ASU 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance is intended to improve certain aspects of the accounting for and disclosure of internally developed software costs specific to website development. The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We early adopted ASU 2025-06 effective January 1, 2026 on a prospective basis and the adoption of this guidance did not have an impact on the Company’s consolidated financial statements.
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 disclosures in 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.
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2. |
Earnings (Loss) per Share |
Basic earnings (loss) per share is computed by dividing net income (loss) 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 summarizes the calculation of basic and diluted net loss per share of common stock:
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Three Months Ended March 31, |
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(in thousands, except per share data) |
2026 |
2025 |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Weighted average shares outstanding - basic * |
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Dilutive effect of equity awards |
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Dilutive effect of convertible Term C loan |
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Dilutive effect of warrants |
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Weighted average shares outstanding - diluted * |
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Basic loss per share * |
$ | ( |
) | $ | ( |
) | ||
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Diluted loss per share * |
$ | ( |
) | $ | ( |
) | ||
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Shares excluded from diluted loss per share |
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due to their anti-dilutive effect * |
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* |
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3. |
Revenues |
The following tables represent a disaggregation of revenues from contracts with customers for the three months ended March 31, 2026 and 2025:
Revenues by type were as follows:
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Three Months Ended March 31, |
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(in thousands) |
2026 |
2025 |
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Instruments, equipment, software and accessories |
$ | $ | ||||||
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Service, maintenance and warranty contracts |
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Total revenues |
$ | $ | ||||||
Revenues by timing of recognition were as follows:
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Three Months Ended March 31, |
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(in thousands) |
2026 |
2025 |
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Goods and services transferred at a point in time |
$ | $ | ||||||
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Goods and services transferred over time |
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Total revenues |
$ | $ | ||||||
Revenues by geographic destination were as follows:
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Three Months Ended March 31, |
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(in thousands) |
2026 |
2025 |
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Americas |
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United States |
$ | $ | ||||||
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Americas - Other |
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Europe, Middle East and Africa |
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Asia |
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China |
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Asia - Other |
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| $ | $ | |||||||
Contract Liabilities
The following table provides details of contract liabilities as of the periods indicated:
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March 31, |
December 31, |
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(in thousands) |
2026 |
2025 |
Change |
Percentage |
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Deferred revenue |
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Service, maintenance and warranty contracts |
$ | $ | $ | % | ||||||||||||
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Installation and training |
% | |||||||||||||||
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Customer advances |
( |
) | - |
% | ||||||||||||
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Total short-term contract liabilities |
% | |||||||||||||||
|
Long-term service, maintenance and warranty contracts |
( |
) | - |
% | ||||||||||||
|
Total contract liabilities |
$ | $ | $ | % | ||||||||||||
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 sales volumes. Additionally, customer advances have decreased due to the recognition of amounts under the Company’s equipment exchange program. During the three months ended March 31, 2026 and 2025, the Company recognized revenues of $
The following table represents the Company's remaining performance obligations from contracts that are recognized over time as of March 31, 2026:
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Remaining Performance Obligations |
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(in thousands) |
* |
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Total |
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Service, maintenance and warranty contracts |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
*
Provision for Expected Credit Losses on Receivables
Activity in the provision for expected credit losses on receivables was as follows:
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Three Months Ended March 31, |
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(in thousands) |
2026 |
2025 |
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Balance, beginning of period |
$ | $ | ||||||
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Provision for expected credit losses |
( |
) | ||||||
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Charge-offs and other |
( |
) | ||||||
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Balance, end of period |
$ | $ | ||||||
Concentrations
No customer accounted for more than 10% of revenues for the three months ended March 31, 2026 and 2025. At March 31, 2026 and December 31, 2025, no customer accounted for more than 10% of net accounts receivable.
Warranties
Activity in the product warranties accrual was as follows:
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Three Months Ended March 31, |
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(in thousands) |
2026 |
2025 |
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Balance, beginning of period |
$ | $ | ||||||
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Provision for warranties |
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Warranty claims |
( |
) | ( |
) | ||||
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Balance, end of period |
$ | $ | ||||||
|
4. |
Goodwill and Long-Lived Assets |
During the quarter ended March 31, 2025, the Company determined that a sustained decrease in its stock price that occurred during that quarter 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 an interim quantitative impairment test on its goodwill and other long-lived assets as of March 31, 2025 and determined that the carrying value of the reporting unit exceeded its fair value by $
During the quarter ended March 31, 2026, the Company’s decision in January 2026 to initiate the Project Viking restructuring plan was determined to be a triggering event indicating that the carrying values of its goodwill and other long-lived assets may not be recoverable. Based on its quantitative goodwill impairment test and recoverability assessment of long-lived assets, the Company determined that there was impairment of its goodwill and other long-lived assets as of March 31, 2026.
The change in the carrying amount of goodwill for the three months ended March 31, 2026 was as follows:
|
(in thousands) |
||||
|
Carrying amount at December 31, 2025 |
$ | |||
|
Effect of change in currency translation |
( |
) | ||
|
Carrying amount at March 31, 2026 |
$ |
Intangible assets, net at March 31, 2026 and December 31, 2025 consisted of the following:
|
March 31, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
(in thousands) |
Accumulated |
Accumulated |
||||||||||||||||||||||
|
Amortizable intangible assets: |
Gross |
Amortization |
Net |
Gross |
Amortization |
Net |
||||||||||||||||||
|
Customer relationships |
$ | $ | ( |
) | $ | $ | $ | ( |
) | $ | ||||||||||||||
|
Technology and software development |
( |
) | ( |
) | ||||||||||||||||||||
|
Trade names and patents |
( |
) | ( |
) | ||||||||||||||||||||
|
Total amortizable intangible assets |
$ | $ | ( |
) | $ | $ | $ | ( |
) | $ | ||||||||||||||
|
Indefinite-lived intangible assets: |
||||||||||||||||||||||||
|
Total intangible assets |
$ | $ | ||||||||||||||||||||||
Intangible asset amortization expense for the three months ended March 31, 2026 and 2025 was as follows:
|
Three Months Ended March 31, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Cost of revenues |
$ | $ | ||||||
|
Operating expense |
||||||||
|
Total amortization of intangible assets |
$ | $ | ||||||
As of March 31, 2026, estimated future amortization expense of amortizable intangible assets is as follows:
|
(in thousands) |
||||
|
2026 (remainder of year) |
$ | |||
|
2027 |
||||
|
2028 |
||||
|
2029 |
||||
|
2030 |
||||
|
Thereafter |
||||
|
Total |
$ |
|
5. |
Balance Sheet Information |
The following tables provide details of selected balance sheet items as of the periods indicated:
|
Inventories: |
March 31, |
December 31, |
||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Finished goods |
$ | $ | ||||||
|
Work in process |
||||||||
|
Raw materials |
||||||||
|
Total |
$ | $ | ||||||
|
Other Current Liabilities: |
March 31, |
December 31, |
||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Compensation |
$ | $ | ||||||
|
Customer credits |
||||||||
|
|
||||||||
|
Employee retention tax credit funds |
||||||||
|
Professional fees |
||||||||
|
Warranty costs |
||||||||
|
Other |
||||||||
|
Total |
$ | $ | ||||||
The Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) 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. 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. The Company’s compliance with the program’s qualifications may be subject to audit until May 2029, which is when the statute of limitation expires.
The Company received ERTC refunds of $
|
6. |
Leases |
The Company has noncancelable operating leases for offices, manufacturing facilities, warehouse space, automobiles and equipment expiring at various dates through 2030.
The components of lease expense for the three months ended March 31, 2026 and 2025, were as follows:
|
Three Months Ended March 31, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Operating lease cost |
$ | $ | ||||||
|
Short-term lease cost |
||||||||
|
Total lease cost |
$ | $ | ||||||
Supplemental cash flow information related to the Company's operating leases is as follows:
|
Three Months Ended March 31, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Cash paid for amounts included in the measurement of lease liabilities |
$ | $ | ||||||
|
Right-of-use assets obtained in exchange for lease obligations |
||||||||
Supplemental balance sheet information related to the Company’s operating leases is as follows:
|
March 31, |
December 31, |
|||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Operating lease right-of-use assets |
$ | $ | ||||||
|
Current portion, operating lease liabilities |
$ | $ | ||||||
|
Operating lease liabilities, long-term |
||||||||
|
Total operating lease liabilities |
$ | $ | ||||||
|
Weighted average remaining lease term (years) |
||||||||
|
Weighted average discount rate |
% | % | ||||||
Future minimum lease payments for operating leases, with initial terms in excess of one year at March 31, 2026, are as follows:
|
Year Ending December 31, |
||||
|
(in thousands) |
||||
|
2026 (remainder of year) |
||||
|
2027 |
||||
|
2028 |
||||
|
2029 |
||||
|
2030 |
||||
|
Thereafter |
||||
|
Total lease payments |
||||
|
Less imputed interest |
( |
) | ||
|
Total operating lease liabilities |
$ |
|
7. |
Debt |
As of March 31, 2026 and December 31, 2025, the Company’s debt consisted of the following:
|
March 31, |
December 31, |
|||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Term A loan |
||||||||
|
Principal amount |
$ | $ | ||||||
|
Deferred financing cost and discount |
( |
) | ( |
) | ||||
|
Exit fee accretion |
||||||||
|
Net carrying amount |
$ | $ | ||||||
|
Term B loan |
||||||||
|
Principal amount |
$ | $ | ||||||
|
Deferred financing cost and discount |
( |
) | ( |
) | ||||
|
Exit fee accretion |
||||||||
|
Net carrying amount |
$ | $ | ||||||
|
Term C Loan |
||||||||
|
Principal amount |
$ | $ | ||||||
|
Deferred financing cost and discount |
( |
) | ( |
) | ||||
|
Amortization of warrants |
( |
) | ( |
) | ||||
|
Net carrying amount |
$ | $ | ||||||
|
Total debt |
$ | $ | ||||||
|
Long-term debt |
$ | $ | ||||||
|
Current portion of long-term debt |
$ | $ | ||||||
The Company previously maintained a Credit Agreement with Citizens Bank, N.A., Wells Fargo Bank, N.A., and First-Citizens Bank & Trust Company, through December 17, 2025 (the “Credit Agreement”). The Credit Agreement originally provided for a term loan of $
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.
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 $
The Term Loans bear interest at a per annum rate equal to the greater of (i)
The Company’s obligations under the 2025 Loan Agreement are guaranteed by certain of the Company’s domestic subsidiaries, and 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 covenants and the minimum adjusted EBITDA covenant, each as defined in the 2025 Loan Agreement, of $
In connection with the 2025 Loan Agreement, the Company issued detachable warrants to the Lenders and its participants to purchase up to an aggregate
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 SEC 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
During the three months ended March 31, 2026, certain lender participants exercised their warrants for cash in full to purchase an aggregate of
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 $
The refinancing of the Credit Facility is considered a debt extinguishment and, as such, $
For the three months ended March 31, 2026 and 2025 contractual interest expense was $
The effective interest rate on the Company’s borrowings for the three months ended March 31, 2026 and 2025 was
|
8. |
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 which was scheduled to mature on December 22, 2025. This swap contract effectively converted the SOFR-based variable portion of the interest payable under the Credit Agreement into fixed-rate debt at an annual rate of
The swap contract was 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 was 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.
The effect of the cash flow hedge on other comprehensive income (loss) and earnings for the periods presented was as follows:
|
Three Months Ended March 31, |
||||||||
|
Derivatives Qualifying as Hedges, net of tax (in thousands) |
2026 |
2025 |
||||||
|
Gain (loss) recognized in OCI on derivatives (effective portion) |
$ | $ | ||||||
|
Amounts reclassified from AOCI to interest expense |
( |
) | ||||||
|
9. |
Stock-Based Compensation |
Stock-based compensation expense for the three months ended March 31, 2026 and 2025 was allocated as follows:
|
Three Months Ended March 31, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Cost of revenues |
$ | $ | ||||||
|
Sales and marketing expenses |
||||||||
|
General and administrative expenses |
||||||||
|
Research and development expenses |
||||||||
|
Total stock-based compensation |
$ | $ | ||||||
As of March 31, 2026, the total compensation costs related to unvested awards not yet recognized was $
Restricted stock unit (“RSU”) activity for the three months ended March 31, 2026 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, 2025 |
$ | $ | $ | |||||||||||||||||||||
|
Granted |
||||||||||||||||||||||||
|
Vested |
( |
) | ||||||||||||||||||||||
|
Forfeited |
( |
) | ||||||||||||||||||||||
|
Balance at March 31, 2026 |
$ | $ | $ | |||||||||||||||||||||
Retroactively presented to reflect 1-for-
The aggregate fair value of RSUs that vested during the three months ended March 31, 2026, and 2025 was $
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.
Stock option activity for the three months ended March 31, 2026 was as follows:
|
Number of Options |
Weighted-Average Exercise Price |
Weighted-Average Remaining Contractual Term |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
|
Outstanding and exercisable at December 31, 2025 |
$ | |||||||||||||||
|
Cancelled/Forfeited |
( |
) | ||||||||||||||
|
Outstanding and exercisable at March 31, 2026 |
$ | $ | ||||||||||||||
Retroactively presented to reflect 1-for-
There is aggregate intrinsic value at March 31, 2026 because the Company’s closing stock price of $
|
10. |
Income Tax |
The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which the Company operates and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, the Company’s tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.
Income tax expense (benefit) was $
The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which the Company operates and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, the Company’s tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.
|
11. |
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 flows. 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 $
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. The Company has not recorded any liability for costs related to contingent indemnification obligations as of March 31, 2026 and December 31, 2025.
|
12. |
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.
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 $
During the three months ended March 31, 2026 and 2025, the Company completed restructurings and incurred expenses of $
The changes in the accrued liabilities for restructuring and other charges for the three months ended March 31, 2026 were as follows:
The severance and other costs detailed above have been included as a component of , and all inventory-related charges are included in cost of revenues.
|
(in thousands) |
Retention |
Other |
Total |
|||||||||
|
Balance at December 31, 2025 |
$ | $ | $ | |||||||||
|
Restructuring costs |
||||||||||||
|
Cash payments |
( |
) | ( |
) | ( |
) | ||||||
|
Balance at March 31, 2026 |
$ | $ | $ | |||||||||
|
13. |
Segment Information |
The Company conducts business as a operating segment, which is based upon the Company’s organizational and management structure, as well as information used by the chief operating decision maker (“CODM”) to allocate resources and other factors. 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:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Revenues |
$ | $ | ||||||
|
Less: |
||||||||
|
Cost of revenues (1) |
||||||||
|
Sales and marketing expenses (1) |
||||||||
|
General and administrative expenses (1) |
||||||||
|
Research and development expenses (1) |
||||||||
|
Amortization of acquired intangibles |
||||||||
|
Interest expense |
||||||||
|
Income tax expense (benefit) |
( |
) | ||||||
|
Goodwill impairment |
||||||||
|
Other segment expenses (2) |
||||||||
|
Net loss |
$ | ( |
) | $ | ( |
) | ||
(1)
(2)
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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The forward-looking statements are principally, but not exclusively, contained in “Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, and our plans, objectives, expectations, and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “seek,” “expects,” “plans,” “aim,” “anticipates,” “believes,” “estimates,” “is likely,” “projects,” “forecasts,” “predicts,” “intends,” “think,” “potential,” “objectives,” “optimistic,” “strategy,” “goals,” “sees,” “new,” “guidance,” “future,” “continue,” “drive,” “growth,” “long-term,” “projects,” “develop,” “possible,” “emerging,” “opportunity,” “pursue” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in detail in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC. You should carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information. Harvard Bioscience, Inc. is referred to herein as “we,” “our,” “us,” and “the Company.”
Overview
Harvard Bioscience, Inc., a Delaware corporation, is a leading developer, manufacturer and seller of technologies, products and services that enable fundamental advances in life science applications, including research, drug and therapy discovery, bioproduction and preclinical testing for pharmaceutical and therapy development. Our products and services are sold globally to customers ranging from renowned academic institutions and government laboratories to the world’s leading pharmaceutical, biotechnology and contract research organizations (“CROs”). With operations in the United States, Europe and China, we sell through a combination of direct and distribution channels to customers around the world.
Our business is affected by global and regional economic trends and uncertainties. Our revenue has been and may continue to be affected by our customers forgoing or delaying purchases of our products and services as a result of ongoing uncertainty with respect to the level and timing of funding from the U.S. National Institutes of Health (the “NIH”) or similar government sources. Our business has also been affected by the imposition of increased tariffs on shipments of products between the United States and other countries, and in particular between the United States and China. Our revenue has been and may continue to be affected by greater restrictions and economic disincentives on international trade, including these tariffs. Products and services that we obtain from overseas sources have been and may continue to be affected by these tariffs, resulting in increased costs to our business.
If these trends are prolonged or are more severe than anticipated, our business, results of operations, and cash flow may be materially impacted.
Strategy
As the life sciences industry accelerates toward New Approach Methodologies (“NAMs”), Harvard Bioscience expects to evolve from a traditional tools provider into a leading enabler of Translational Medicine – positioned to bridge the gap between laboratory research and human clinical success. Building on its gold-standard preclinical foundation, the Company plans to align its portfolio, innovation pipeline, and operating model around four strategic pillars, leading the translational bridge, new product introduction, consumables revenue expansion and operational excellence and disciplined growth.
In addition, we have taken steps to rationalize our product portfolio and improve our operating cost structure. These activities have included the discontinuation of certain non-strategic products, the consolidation of our global operating footprint, and the reduction of our headcount in Europe and North America.
In January 2026, the Company developed a comprehensive plan, referred to as Project Viking, for the strategic consolidation of its manufacturing operations to improve efficiency and support long-term growth.
Selected Results of Operations
Three months ended March 31, 2026, compared to three months ended March 31, 2025
|
Three Months Ended March 31, |
||||||||||||||||
|
(dollars in thousands) |
2026 |
% of revenue |
2025 |
% of revenue |
||||||||||||
|
Revenues |
$ | 20,755 | $ | 21,774 | ||||||||||||
|
Gross profit |
12,244 | 59.0 | % | 12,184 | 56.0 | % | ||||||||||
|
Sales and marketing expenses |
5,335 | 25.7 | % | 4,971 | 22.8 | % | ||||||||||
|
General and administrative expenses |
4,702 | 22.7 | % | 5,185 | 23.8 | % | ||||||||||
|
Research and development expenses |
2,326 | 11.2 | % | 2,321 | 10.7 | % | ||||||||||
|
Amortization of intangible assets |
820 | 4.0 | % | 1,160 | 5.3 | % | ||||||||||
|
Goodwill impairment |
- | 0.0 | % | 47,951 | 220.2 | % | ||||||||||
|
Other operating expenses |
235 | 1.1 | % | 264 | 1.2 | % | ||||||||||
|
Interest expense |
1,728 | 8.3 | % | 933 | 4.3 | % | ||||||||||
|
Income tax expense (benefit) |
117 | 0.6 | % | (454 | ) | -2.1 | % | |||||||||
Revenues
Revenues decreased $1.0 million, or 4.7%, to $20.8 million for the three months ended March 31, 2025, compared to $21.8 million for the three months ended March 31, 2025. The decrease in revenues was primarily due to lower sales from academic research institutions in the Americas and distributors in Asia Pacific.
Gross profit
Gross profit was $12.2 million for both the three months ended March 31, 2026 and the three months ended March 31, 2025, primarily due to cost reductions in previous year plus favorable product mix. Gross margin was 59.0% for the three months ended March 31, 2026, compared to 56.0% for the three months ending March 31, 2025. The increase in gross margin was primarily the result of favorable product mix.
Sales and marketing expenses
Sales and marketing expenses increased $0.3 million, or 7.3%, to $5.3 million for the three months ended March 31, 2026, compared with $5.0 million for the three months ended March 31, 2025. This increase was primarily due to additional personnel, and an increase in travel, trade show, and other promotional expenses.
General and administrative expenses
General and administrative expenses decreased $0.5 million, or 9.3%, to $4.7 million for the three months ended March 31, 2026, compared with $5.2 million for the three months ended March 31, 2025. The decrease was primarily due to reduced compensation costs and professional fees.
Research and development expenses
Research and development expenses were $2.3 million for both the three months ended March 31, 2026 and the three months ended March 31, 2025. An increase in project and travel costs in the three months ended March 31, 2026 was offset by reduced compensation costs.
Amortization of intangible assets
Amortization of intangible assets included in operating expenses was $0.8 million for the three months ended March 31, 2026, compared with $1.2 million for the three months ended March 31, 2025.
Goodwill impairment
During the three months ended March 31, 2025, we identified a triggering event for goodwill impairment, including the sustained decrease in our stock price, our recent operating results, liquidity risk and the current macroeconomic conditions impacting the life sciences industry, requiring an interim impairment test. We recorded a non-cash goodwill impairment charge of $48.0 million in connection with the interim impairment test in the three months ended March 31, 2025.
Other operating expenses
Other operating expenses for the three months ended March 31, 2026 were $0.2 million, compared with $0.3 million for the three months ended March 31, 2025. During the three months ended March 31, 2026, other operating expenses included $0.2 million of restructuring costs in connection with Project Viking. During the three months ended March 31, 2025, other operating expenses included a fee of $0.2 million in connection with the receipt of employee retention credits under the CARES Act and $0.1 million of restructuring costs in connection with headcount reductions in North America and Europe.
Interest expense
Interest expense increased $0.8 million, or 85.2%, to $1.7 million for the three months ended March 31, 2026, compared with $0.9 million for the three months ended March 31, 2025. The increase was primarily due to the higher interest rate and amortization of deferred financing costs related to the 2025 Loan Agreement discussed above.
Other expense, net
Other expense, net for the three months ended March 31, 2026, was $0.4 million and included costs of $0.4 million in connection with the Company’s reverse stock split. Other expenses, net for the three months ended March 31, 2025, were $0.2 million, which was primarily related to a $0.2 million loss on foreign currency.
Income tax expense (benefit)
The income tax expense (benefit) was $0.1 million and $(0.5) million for the three months ended March 31, 2026 and 2025, respectively. The effective tax rates for the three months ended March 31, 2026 and 2025 were (3.6%) and 0.9%, respectively. The higher effective tax rate during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily due to the tax effect of nondeductible stock compensation and the release of reserves related to uncertain tax positions. The Company’s effective tax rate for the three months ended March 31, 2026, was different than the U.S. statutory rate primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets.
Liquidity and Capital Resources
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our shelf registration statement that provides for the issuance of common stock, preferred stock, warrants and units up to an amount equal to $100 million (the “2024 Shelf Registration Statement”). Our expected cash outlays relate primarily to cash payments due under our Loan and Security Agreement (the “2025 Loan Agreement”), entered into with certain financial institutions party thereto as lenders and BroadOak Income Fund, L.P., as the administrative agent and collateral agent on December 17, 2025, as well as salaries, inventory, capital expenditures, and other operating costs. We held cash and cash equivalents of $7.1 million and $8.6 million as of March 31, 2026 and December 31, 2025, respectively. Borrowings outstanding were $40 million as of March 31, 2026 and December 31, 2025, respectively.
On December 17, 2025, the Company entered into the 2025 Loan Agreement and completed a comprehensive refinancing of the Credit Facility, resulting in a new maturity date and improved likelihood of covenant compliance. For additional details on the 2025 Loan Agreement and refinancing, see the discussion in Note 7 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this report. Management has evaluated the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements and concluded that (1) the conditions and events that initially raised substantial doubt have been alleviated and (2) substantial doubt does not exist as of the issuance date. These financial statements are therefore prepared on a going-concern basis.
Under the 2025 Loan Agreement, the Company is required to maintain certain financial covenants that are based on financial measures not presented in accordance with U.S. generally accepted accounting principles. The Company was in compliance with these covenants, including the minimum liquidity requirement of $3.0 million at all times and the minimum adjusted EBITDA requirement, measured on a trailing 12-month basis, of at least $6.0 million for the fiscal quarters ending March 31, 2026 and December 31, 2025.
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 received ERTC refunds of $3.6 million during the year ended December 31, 2025. The Company’s compliance with the program’s qualifications may be subject to audit until May 2029, which is when the statute of limitation expires.
The following table sets forth the significant sources and uses of cash for the periods set forth below:
|
Three Months Ended March 31, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Net cash (used in) provided by operating activities |
$ | (662 | ) | $ | 2,986 | |||
|
Net cash used in investing activities |
(620 | ) | (683 | ) | ||||
|
Net cash used in financing activities |
(9 | ) | (1,204 | ) | ||||
|
Effect of exchange rate changes on cash |
(225 | ) | 339 | |||||
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(Decrease) increase in cash and cash equivalents |
$ | (1,516 | ) | $ | 1,438 | |||
Cash (used in) provided by operations was $(0.7) million and $3.0 million for the three months ended March 31, 2026 and 2025, respectively. Cash flow from operations for the three months ended March 31, 2026 was negatively impacted by cash outflows from inventories of $1.5 million, compared with a favorable impact to cash flows of $0.7 million for the three months ended March 31, 2025. Cash flow from operations was also negatively impacted by $0.4 million of prepaid inventory and insurance.
Cash used in investing activities was $0.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively. Cash used in investing for the three months ended March 31, 2026 consisted of $0.6 million of capital expenditures for manufacturing and capitalized software development. Cash used in investing activities for the three months ended March 31, 2025 primarily consisted of capital expenditures in manufacturing and capitalized software development of $0.7 million.
Cash used in financing activities was $0.0 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we paid $0.1 million in debt issuance costs as part of the 2025 Loan Agreement and we received $0.1 million in cash proceeds from the exercise of warrants.
Impact of Foreign Currencies
Our international operations in some instances operate as a natural hedge, as we sell our products in many countries and a substantial portion of our revenues, costs and expenses are denominated in foreign currencies, primarily the euro and British pound.
During the three months ended March 31, 2026, changes in foreign currency exchange rates resulted in a favorable effect on revenues of $0.6 million and an unfavorable effect on expenses of $0.1 million. The (loss) gain associated with the translation of our foreign equity into U.S. dollars included as a component of other comprehensive loss was $(0.6) million and $1.3 million for the three months ended March 31, 2026 and 2025, respectively. Currency exchange rate fluctuations included as a component of net loss resulted in a gain of $0.1 million for the three months ended March 31, 2026. Currency exchange rate fluctuations included as a component of net loss resulted in losses of $0.2 million for the three months ended March 31, 2025.
Critical Accounting Policies
There have been no material changes to the critical accounting policies underlying the accompanying Condensed Unaudited Consolidated Financial Statements and as set forth in Part II, Item 7 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recent Accounting Pronouncements
For information on recent accounting pronouncements impacting our business, see “Recently Issued Accounting Pronouncements Yet to Be Adopted” included in Note 1 to our Condensed Unaudited Consolidated Financial Statements included in Part I, Item 1 of this report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the first quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our controls and procedures, 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 is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud within the Company have been detected.
PART II. OTHER INFORMATION
The information included in Note 11 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this quarterly report is incorporated herein by reference.
You should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations. The risk factor set forth below updates, and should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
If we fall out of compliance with Nasdaq continued listing standards in the future, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our common stock.
The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5450(a)(1) requires that securities listed on The Nasdaq Global Market maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of thirty (30) consecutive business days.
As previously disclosed, on April 4, 2025, the Company received written notice (the “Notification Letter”) from Nasdaq notifying the Company that, based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from February 21, 2025 to April 3, 2025, the Company no longer meets the Minimum Bid Price Requirement. The Notification Letter had no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Company was provided an initial compliance period of 180 calendar days, or until October 1, 2025, to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company’s shares of common stock continued to be listed and traded on The Nasdaq Global Market.
On October 2, 2025, we received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of our common stock from The Nasdaq Global Market to The Nasdaq Capital Market (the “Approval”). Our common stock was transferred to The Nasdaq Capital Market effective as of the opening of business on October 3, 2025, and continues to trade under the symbol “HBIO.” The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. As a result of the Approval and transfer to The Nasdaq Capital Market, we were granted an additional 180-day grace period, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement. At a special meeting of stockholders held on March 6, 2026, stockholders approved an amendment to the Harvard Bioscience, Inc. Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock. Subsequently, our board of directors approved the reverse stock split to be completed at a ratio of 1-for-10, effective March 13, 2026.
On March 30, 2026, we received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC notifying us that we had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market.
We cannot provide any guarantee that we will be able maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to maintain compliance, our common stock will be subject to delisting. Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, could significantly affect the ability of investors to trade our securities and could negatively affect the value and liquidity of our common stock. Delisting could also have other negative impacts, including the potential loss of confidence by our employees and customers, the loss of investor and analyst interest in the Company and in our common stock and fewer business development opportunities for the Company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities during the period covered by this report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
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101.INS |
Inline XBRL Instance Document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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* |
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 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by undersigned thereunto duly authorized.
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HARVARD BIOSCIENCE, INC. |
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Date: May 12, 2026 |
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By: |
/s/ JOHN DUKE |
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John Duke |
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Chief Executive Officer |
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By: |
/s/ MARK FROST |
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Mark Frost |
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Chief Financial Officer |
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EXHIBIT 31.1
Certification
I, Mark Frost, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Harvard Bioscience, Inc. |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date May 12, 2026 |
/s/ MARK FROST |
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Mark Frost |
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Chief Financial Officer |
EXHIBIT 31.2
Certification
I, John Duke, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Harvard Bioscience, Inc. |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: May 12, 2026 |
/s/ JOHN DUKE |
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John Duke |
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Chief Executive Officer |
EXHIBIT 32.1
CERTIFICATION OF PERIODIC FINANCIAL REPORT PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned officer of Harvard Bioscience, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b) (32) of Regulation S-K (Item 601(b)(32)) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
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Date: May 12, 2026 |
/s/ MARK FROST |
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Name: Mark Frost |
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Title: Chief Financial Officer |
EXHIBIT 32.2
CERTIFICATION OF PERIODIC FINANCIAL REPORT PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned officer of Harvard Bioscience, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (Item 601(b)(32)) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
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Date: May 12, 2026 |
/s/ JOHN DUKE |
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Name: John Duke |
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Title: Chief Executive Officer |