Harvard Bioscience Files 8-K with Material Agreement

TL;DR

Harvard Bioscience signed a big deal on 3/28, filing an 8-K.

AI Summary

On March 28, 2024, Harvard Bioscience, Inc. entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 84 October Hill Road, Holliston, MA.

Why It Matters

This filing indicates a significant new agreement for Harvard Bioscience, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Harvard Bioscience, Inc. (company) — Registrant
• March 28, 2024 (date) — Date of earliest event Reported
• 84 October Hill Road, Holliston, MA 01746 (location) — Principal Executive Offices
• 001-33957 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value HBIO The Nasdaq Stock Marke
• $600,000 — re in a total amount equal to or around $600,000 expected to be paid during the second q
• $3.1 million — the Company received a cash payment of $3.1 million in connection with employee retention c
• $1 million — gregate commission fee of approximately $1 million in connection with such credits. Item

Filing Documents

• f8k_040324.htm (8-K) — 25KB
• exh_101.htm (EX-10.1) — 42KB
• 0001171843-24-001791.txt ( ) — 246KB
• hbio-20240328.xsd (EX-101.SCH) — 3KB
• hbio-20240328_lab.xml (EX-101.LAB) — 33KB
• hbio-20240328_pre.xml (EX-101.PRE) — 22KB
• f8k_040324_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On March 28, 2024, Harvard Bioscience, Inc. (the "Company") entered into a third amendment (the "Third Amendment") to the Credit Agreement (the "Credit Agreement"), dated as of December 22, 2020, among the Company, the lenders party thereto (the "Lenders"), and Citizens Bank, N.A., as the administrative agent (in such capacity, the "Administrative Agent"), as further amended, restated, supplemented or otherwise modified from time to time. The Credit Agreement provides that Consolidated EBITDA (as defined therein) may be increased by, among other things, the amount of certain non-recurring costs and expenses, provided that the amount of such increase shall not in any period exceed 10% of Consolidated EBITDA (the "10% Cap"). Pursuant to the Third Amendment, the Lenders and the Administrative Agent agreed to modify the definition of "Consolidated EBITDA" to provide that, notwithstanding the 10% Cap, Consolidated EBITDA may be increased by the amount of (i) the commission fee expected to be paid by the Company in relation to the Employee Retention Credit received in the fiscal year ending on or before December 31, 2024; and (ii) reserves and expenses related to finalizing an escheatment audit with the State of Delaware in a total amount equal to or around $600,000 expected to be paid during the second quarter of 2024. The Third Amendment further provides that there are no fees, expenses or disbursements required to be paid in connection with the Third Amendment (other than reimbursable attorney costs as provided in Section 10.3 of the Credit Agreement). The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

01

Item 8.01 Other Items. As disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, the Company received a cash payment of $3.1 million in connection with employee retention credits pursuant to the Coronavirus Aid, Relief, and Economic Security Act. This amount was received in the first quarter of 2024. The Company expects to receive additional cash payments of $3.1 million in connection with such credits during fiscal year 2024. The Company expects to incur an aggregate commission fee of approximately $1 million in connection with such credits.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Third Amendment to Credit Agreement, dated March 28, 2024 among Harvard Bioscience, Inc., Citizens Bank, N.A., as the administrative agent, and the lenders party thereto. 104 Cover Page Interactive Data File (embedded within the XBRL document). 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. HARVARD BIOSCIENCE, INC. By: /s/ John Fry Name: John Fry Title: Chief Legal Counsel and Secretary Date: April 3, 2024

View Full Filing

View this 8-K filing on SEC EDGAR