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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2025
_______________________________
HARVARD BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
______________________________
| Delaware |
001-33957 |
04-3306140 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
84 October Hill Road
Holliston, MA 01746
(Address of Principal Executive Offices) (Zip Code)
(508) 893-8999
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, $0.01 par value |
HBIO |
The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).
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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April 4, 2025, Harvard Bioscience, Inc. (the “Company”)
received written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement for continued listing
on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain
a minimum bid price of $1.00 per share, 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. 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 does not impact the Company’s listing on
The Nasdaq Global Market at this time. The Notification Letter states that the Company has 180 calendar days, or until October 1, 2025,
to regain compliance with Nasdaq Listing Rule 5450(a)(1). To regain compliance, the bid price of the Company’s common stock must
have a closing bid price of at least $1.00 per share for a minimum of ten (10) consecutive business days. If the Company does not regain
compliance with Nasdaq Listing Rule 5450(a)(1) by October 1, 2025, the Company may be eligible to transfer from the Nasdaq Global Market
to the Nasdaq Capital Market and seek an additional 180 calendar day compliance period. To qualify, the Company would be required to meet
the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the staff of Nasdaq (the
“Staff”) that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would
notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the
Staff’s determination to delist its securities, but there can be no assurance the Staff would grant the Company’s request
for continued listing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Chief Financial Officer.
On April 7, 2025, Jennifer Cote notified the Company of her resignation
as Chief Financial Officer and Treasurer. Ms. Cote’s resignation will be effective upon the filing the Company’ Quarterly
Report on Form 10-Q for the period ended March 31, 2025, which is expected to be filed on or before May 12, 2025. Ms. Cote’s resignation
is not a result of any disagreement with the Company or any matter relating to financial policies or procedures.
(c) Appointment of Interim Chief Financial Officer.
On April 10 2025, the Board of Directors of the Company appointed Mark
Frost to serve as Interim Chief Financial Officer and Treasurer effective upon Ms. Cote’s resignation (the “Effective Date”).
In this role, Mr. Frost will also serve as the Company’s principal financial officer and principal accounting officer.
Mr. Frost, age 62, brings over 30 years of financial and executive-level management experience from both
private and public companies. He has served as a consultant to the Company since January 2025. From April 2021 to June 2024, Mr. Frost
was Chief Financial Officer of Fathom, a digital manufacturing company providing prototype and bridge production capability to accelerate
new product development for Fortune 500 companies. From March 2018 until August 2020, Mr. Frost served as Chief Financial Officer for
Argon Medical Devices, a medical devices company planning to go public in Hong Kong. Prior to Argon, Mr. Frost was Chief Financial
Officer for three public Healthcare companies including Analogic, AngioDynamics and AMRI. Mr. Frost began his career with General
Electric, where he held a variety of finance roles over the course of 14 years. Mr. Frost holds a BA in International Relations and
Economics from Colgate University. He is also a graduate of the INSEAD Global Executive Program and GE Financial Management Program.
(e) Compensatory Arrangements
In connection with the appointment of Mr. Frost as the Company’s
Interim Chief Financial Officer and Treasurer, the Company and Mr. Frost entered into a letter agreement (the “Letter Agreement”)
dated April 10, 2025. The Letter Agreement provides that Mr. Frost will receive an annual base salary of $320,000. Mr. Frost will also
be eligible to receive a cash bonus of $50,000 payable upon the Company’s repayment in full of the indebtedness due under the Company’s
existing term loan and senior revolving credit facility, subject to Mr. Frost’s continued employment with the Company at the time
of such repayment. On the Effective Date, Mr. Frost will also receive an award of 100,000 time-based restricted stock units (“RSUs”).
The RSUs will vest in full one year from the Effective Date (the “Vesting Date”), subject to Mr. Frost’s continued
employment with the Company. If Mr. Frost’s employment is terminated by the Company without cause or by Mr. Frost for any reason
prior to the Vesting Date, a number of RSUs equal to the total number of RSUs multiplied by the number of full months elapsed from the
Grant Date to the date of such termination of employment divided by 12 shall vest as of the date of termination.
The foregoing description of the Letter Agreement is qualified in its entirety
by reference to the complete text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 8.01 Other Events
On April 10, 2025, the Company issued a press release in connection with
Ms. Cote’s resignation as Chief Financial Officer and Treasurer and Mr. Frost’s appointment as Interim Chief Financial Officer
and Treasurer. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits.
SIGNATURE
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 the undersigned hereunto duly authorized.
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HARVARD BIOSCIENCE, INC. |
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|
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|
| Date: April 10, 2025 |
By: |
/s/ John Fry |
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John Fry |
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Secretary |
Exhibit 10.1
April 10, 2025
Via email
Mr. Mark Frost
Re: Offer of Employment
Dear Mark:
On behalf of Harvard Bioscience, Inc. (“HBIO” or the “Company”), I am
pleased to extend to you an offer of full-time employment as the Company’s Interim Chief Financial Officer and Treasurer, reporting
to me. Your principal place of employment will be the Company’s offices in Holliston, Massachusetts.
| Start Date: |
Upon the resignation of the Company’s current Chief Financial Officer and Treasurer. |
| Base Salary: |
Beginning on the Start Date, you will receive an annualized base salary of $320,000, payable according the Company’s then-current payroll practices and subject to all applicable deductions and withholdings. |
| Cash Incentive Bonus: |
You will be eligible to receive a cash incentive bonus in the amount of $50,000. The cash incentive bonus will be payable upon the Company’s repayment in full of the indebtedness due under the Company’s existing term loan and senior revolving credit facility, subject to your continued employment with the Company at the time of such repayment. |
| Equity Award: |
Total Number of RSUs: An equity award of 100,000 time-based restricted stock units (“RSUs”).
Grant Date: The RSUs will be granted on the Start Date.
Vesting: The RSUs will vest in full one year from the Grant Date (the “Vesting
Date”), subject to your continued employment with the Company. If your employment is terminated by the Company without Cause
or by you for any reason prior to the Vesting Date, a number of RSUs equal to the Total Number of RSUs multiplied by the number of full
months elapsed from the Grant Date to the date of such termination of employment divided by 12 shall vest as of the date of termination.
Other Terms and Conditions: Your Equity Award will be subject to the terms and conditions
set forth in the Company’s current form of award agreement for time-based awards (the “Award Agreement”) and your acceptance
of the terms thereof; provided, however, that Section 5 of the Award Agreement will not apply.
|
| Indemnification: |
The Company will carry reasonable and customary D&O liability insurance coverage for the benefit of its officers, including yourself, during the term of this Agreement and for a customary tail period following the termination of your employment. You will be entitled to be indemnified (i) by the Company consistent with the Company’s Second Amended and Restated Certificate of Incorporation, and (ii) pursuant to the Company’s form of directors and officers indemnification agreement. |
| Other Benefits |
You will also be eligible for all other customary benefits offered to our full-time employees. These include group health, and dental, life, and disability insurance, the company 401(k) plan, eleven (11) paid holidays, and vacation and sick days. |
| Conditions of Employment |
Your employment at the Company will be “at will.” Either you or the Company may
terminate your employment at any time for any reason, with or without cause. No definite term of employment is intended or offered. You
also recognize that you are being offered an interim role and that you will not be eligible for severance or other similar termination
benefits in the event of termination of your employment for any reason. Your existing consulting agreement will terminate as of the Start
Date.
Your offer of employment is conditional upon the following:
· Satisfactory
completion of a background check.
· You must sign the Company’s form of Confidential, Proprietary Rights and Non-Solicitation Agreement and return the document
to Human Resources before your Start Date.
· You
must sign the Company’s Code of Conduct and return the document to Human Resources before your Start Date.
· You represent that there are no contractual or other obligations with a former employer that would prohibit or interfere with
your ability to work for HBIO.
· Under the Immigration and Control Act (IRCA), you must be able to verify your identity and authorization to work as required by
federal law.
· You confirm your formal acceptance by signing this letter and returning it to Lori Packer, HBIO’s Chief Human Resources
Officer via email.
|
If this offer meets with your understanding, please sign below, and return it
to Lori Packer's attention by April 10, 2025. I look forward to you becoming a full-time member of our team. Should you
have any questions or desire additional information, please do not hesitate to contact Lori or me.
Sincerely,
HARVARD BIOSCIENCE, INC.
/s/ Jim Green
Jim Green
President and CEO
/s/ Mark Frost
Mark Frost
Date: April 10, 2025
Exhibit 99.1
Harvard Bioscience Announces CFO Transition
HOLLISTON, Mass., April 10, 2025 (GLOBE NEWSWIRE) -- Harvard Bioscience,
Inc. (Nasdaq: HBIO) (the “Company”) today announced the resignation of Jennifer Cote, the Company’s Chief Financial
Officer and Treasurer. Ms. Cote’s resignation will be effective upon the filing of the Company’s Quarterly Report on Form
10-Q, which is expected to be filed on or before May 12, 2025. The Company has appointed Mark Frost as its Interim Chief Financial Officer
and Treasurer effective upon Ms. Cote’s resignation.
Mr. Frost brings over 30 years of financial and executive-level management experience from both private and public
companies. He has served as a consultant to the Company since January 2025. Mr. Frost previously served as the Chief Financial Officer
of Fathom, a digital manufacturing company providing prototype and bridge production capability to accelerate new product development
for Fortune 500 companies. Prior to joining Fathom, Mr. Frost was Chief Financial Officer for Argon Medical Devices, a medical devices
company planning to go public in Hong Kong. Prior to Argon, Mr. Frost also served as the Chief Financial Officer for three public
Healthcare companies including Analogic, AngioDynamics and AMRI. Mr. Frost began his career with General Electric, where he held
a variety of finance roles over the course of fourteen years. Mr. Frost holds a BA in International Relations and Economics from
Colgate University. He is also a graduate of the INSEAD Global Executive Program and GE Financial Management Program.
Jim Green, Chairman and CEO said, “Mark is a proven financial executive
with extensive experience in corporate finance and as a public company CFO. I am confident in Mark’s financial and business acumen
as well as his ability to lead our finance team in a challenging market environment.”
Green continued, “Jen has been a trusted and valuable partner to
our senior leadership team. She has also been instrumental in leading our finance team and in driving numerous initiatives, such as sponsoring
our recent ERP system consolidation project to drive operational efficiency. I would like to wish Jen the best of luck in the next phase
of her career.”
About Harvard Bioscience
Harvard Bioscience, Inc. 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, bio-production and preclinical testing for pharmaceutical and therapy development. Our customers range from renowned
academic institutions and government laboratories to the world’s leading pharmaceutical, biotechnology and contract research organizations.
With operations in the United States, Europe, and China, we sell through a combination of direct and distribution channels to customers
around the world.
For more information, please visit our website
at www.harvardbioscience.com.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may
be identified by the use of words such as “may,” “will,” “expect,” “plan,” “anticipate,”
“estimate,” “intend” “believe” and similar expressions or statements that do not relate to historical
matters. Forward-looking statements include, but are not limited to, information concerning expected future financial and operational
performance, growth and the introduction of new products, the strength of the Company’s market position, business model and anticipated
macroeconomic conditions, and matters relating to our ability to continue as a going concern, fund our operations, or refinance our outstanding
indebtedness. Forward-looking statements are not guarantees of future performance and involve known and unknown uncertainties, risks,
assumptions, and contingencies, many of which are outside the Company’s control. Risks and other factors that could cause the Company’s
actual results to differ materially from those described in its forward-looking statements include those described in the “Risk
Factors” section of the Company’s most recently filed Annual Report on Form 10-K as well as in the Company’s other filings
with the Securities and Exchange Commission. Forward-looking statements are based on the Company’s expectations and assumptions
as of the date of this document. Except as required by law, the Company assumes no obligation to update forward-looking statements to
reflect any change in expectations, even as new information becomes available.
Investor Inquiries:
Jim Green
President and CEO
(508) 893-3120
investors@harvardbioscience.com