Harvard Bioscience Inc 8-K Filing

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value HBIO The NASDAQ Capital Mar
• $10.0 million — oan in an aggregate principal amount of $10.0 million (the "Term A Loan"), (ii) a term loan i
• $22.5 million — oan in an aggregate principal amount of $22.5 million (the "Term B Loan") and (iii) a term lo
• $7.5 million — oan in an aggregate principal amount of $7.5 million (the "Term C Loan" and, together with t
• $1.00 — Common Stock") at a conversion price of $1.00 per share from January 2, 2026 until th
• $1.50 — share price of the Common Stock exceeds $1.50 per share for thirty consecutive tradin
• $0.50 — f Common Stock, at an exercise price of $0.50 per share (the "Warrants"). The Warrant
• $91,000 — its and (ii) an annual cash retainer of $91,000. Item 9.01 Financial Statements and E

Filing Documents

• f8k_121625.htm (8-K) — 34KB
• exh_41.htm (EX-4.1) — 65KB
• exh_101.htm (EX-10.1) — 415KB
• exh_991.htm (EX-99.1) — 13KB
• logo.jpg (GRAPHIC) — 5KB
• 0001171843-25-007972.txt ( ) — 828KB
• hbio-20251217.xsd (EX-101.SCH) — 3KB
• hbio-20251217_lab.xml (EX-101.LAB) — 33KB
• hbio-20251217_pre.xml (EX-101.PRE) — 22KB
• f8k_121625_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Loan and Security Agreement On December 17, 2025, Harvard Bioscience, Inc. (the "Company"), as borrower, entered into a Loan and Security Agreement (the "Loan Agreement") with certain financial institutions party thereto as lenders (the "Lenders") and BroadOak Income Fund, L.P. ("BroadOak"), as the administrative agent and collateral agent (in such capacity, the "Administrative Agent"). The Loan Agreement provides for the following term loans: (i) a term loan in an aggregate principal amount of $10.0 million (the "Term A Loan"), (ii) a term loan in an aggregate principal amount of $22.5 million (the "Term B Loan") and (iii) a term loan in an aggregate principal amount of $7.5 million (the "Term C Loan" and, together with the Term A Loan and Term B Loan, the "Term Loans"). The Term A Loan and Term B Loan are senior secured obligations maturing on December 17, 2029 (the "Maturity Date"). Commencing December 31, 2027 (the "Amortization Date"), the Company is required to make quarterly principal amortization payments on the Term A Loan and Term B Loan. The Amortization Date and Maturity Date may be extended by one year if the Company achieves a certain adjusted EBITDA milestone. The Term C Loan is a senior secured convertible term loan maturing on the Maturity Date that is convertible, together with accrued and unpaid interest, into shares of common stock of the Company, $0.01 par value per share (the "Common Stock") at a conversion price of $1.00 per share from January 2, 2026 until the maturity of the Term Loans. The conversion right may be exercised at the Lenders' option, or automatically if the share price of the Common Stock exceeds $1.50 per share for thirty consecutive trading days. The Term C Loan may not be prepaid by the Company prior to maturity, except in the event of a repayment in full of all of the Term Loans or a change of control of the Company, in which case the Lenders may elect whether to co

02

Item 1.02 Termination of a Material Definitive Agreement. Effective as of December 17, 2025, upon the closing of the Loan Agreement, the Company's term loan and senior revolving credit facility for which Citizens Bank, N.A. served as administrative agent has been terminated.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See the information set forth in Item 1.01 to this Current Report on Form 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers As noted in Item 1.01 above, the Board has appointed Mr. William A. Snider as a member of the Board and the Compensation Committee of the Board, effective December 17, 2025. Mr. Snider shall serve as (1) a Class III Director of the Board, until the Company's annual meeting of stockholders in 2027 and until his successor is duly elected and qualified or until his earlier death, resignation or removal, and (2) a member of the Compensation Committee of the Board, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Snider, age 56, leads BroadOak's growth capital investing activities and has worked at BroadOak since 2006. Mr. Snider has more than 30 years of institutional investment experience. Prior to BroadOak, he was a general partner and co-founder of Emerging Technology Partners, LLC ("ETP"), a life science focused venture capital firm. Prior to ETP, he was a vice president and portfolio manager at T. Rowe Price. Mr. Snider has been a director of many life sciences research tools companies and is actively involved in the investment community. Mr. Snider holds the Chartered Financial Analyst accreditation, and a B.S.E. in Finance, as well as an M.B.A. from the Wharton School at the University of Pennsylvania. Except as set forth above, there is no arrangement between Mr. Snider and any person pursuant to which he was selected as a director, and there is no family relationship between Mr. Snider and any other director or executive officer of the Company. In connection with his service on the Board, Mr. Snider will receive standard compensation for non

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 4.1 Form of Warrant, dated as of December 17, 2025 10.1* # Loan and Security Agreement dated as of December 17, 2025 among Harvard Bioscience, Inc., as borrower, the lenders party thereto, and BroadOak Income Fund L.P., as administrative agent. 99.1 Press Release, dated December 17, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules and exhibits to this Exhibit have been omitted. The Company agrees to furnish a copy of the omitted schedules and exhibits to the Securities and Exchange Commission on a supplemental basis upon its request. # Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because the Company customarily and actually treats such omitted information as private or confidential and because such omitted information is not material. 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. Date: December 17, 2025 By: /s/ Mark Frost Mark Frost Interim Chief Financial Officer

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