Harvard Apparatus Regenerative Technology Files 8-K

TL;DR

HART filed an 8-K for unregistered equity sale on 4/15.

AI Summary

On April 15, 2024, Harvard Apparatus Regenerative Technology, Inc. entered into a material definitive agreement related to the sale of unregistered equity securities. The company, formerly known as Biostage, Inc., is incorporated in Delaware and operates in the surgical and medical instruments sector.

Why It Matters

This filing indicates a significant transaction involving the sale of equity securities, which could impact the company's capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can sometimes signal financial distress or dilution, warranting closer examination.

Key Numbers

• 001-35853 — SEC File Number (Identifies the company's filing with the SEC)
• 45-5210462 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• Harvard Apparatus Regenerative Technology, Inc. (company) — Registrant
• Biostage, Inc. (company) — Former company name
• April 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3841 (sic_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $1.5 million — ock for the aggregate purchase price of $1.5 million and a purchase price per unit of $4.03
• $4.03 — illion and a purchase price per unit of $4.03 (the "Private Placement"). The Purcha

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex10-1.htm (EX-10.1) — 141KB
• 0001493152-24-015052.txt ( ) — 385KB
• hrgn-20240415.xsd (EX-101.SCH) — 3KB
• hrgn-20240415_lab.xml (EX-101.LAB) — 33KB
• hrgn-20240415_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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 15, 2024 HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35853 45-5210462 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 84 October Hill Road , Suite 11 , Holliston , MA (Address of principal executive offices) Registrant's telephone number, including area code: (774) 233-7300 (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) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 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: None Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A 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 1.01. Entry Into a Material Definitive Agreement. On April 15, 2024, Harvard Apparatus Regenerative Technology, Inc. (the "Company") entered into Securities Purchase Agreements (each a "Purchase Agreement") with certain investors (the "Investors") pursuant to which the Investors agreed to purchase in a private placement an aggregate of 367,767 shares of common stock for the aggregate purchase price of $1.5 million and a purchase price per unit of $4.03 (the "Private Placement"). The Purchase Agreements include customary representations, warranties and covenants. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The form of Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, the terms of such documents as set forth in the form of Purchase Agreement, which terms are incorporated into this Item 1.01 by reference. Item 3.02. Unregistered Sale of Equity Securities. The information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02. The shares of common stock issued to the Investors were and will be sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws. Item 9.01 Financial (d) Exhibits. Exhibit Number Title 10.1 Form of Securities Purchase Agreement 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as ame

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View this 8-K filing on SEC EDGAR