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    Harvard Bioscience Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

    6/23/25 4:46:04 PM ET
    $HBIO
    Biotechnology: Laboratory Analytical Instruments
    Industrials
    Get the next $HBIO alert in real time by email
    false 0001123494 0001123494 2025-06-18 2025-06-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

    UNITED STATES

    SECURITIESAND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d)

    of the Securities ExchangeAct of 1934

     

    Date of Report (Date of earliest event reported): June 18, 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 SecuritiesAct (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the ExchangeAct (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of theAct:

     

    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 SecuritiesAct of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities ExchangeAct 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 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    On June 18, 2025, Harvard Bioscience, Inc. (the “Company”) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the audit committee requirement set forth in Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Composition Requirement”) due to the Company having only two members on the audit committee (the “Audit Committee”) of its Board of Directors (the “Board”). The Company’s current failure to comply with the Audit Committee Composition Requirement is due to a vacancy resulting from Alan Edrick’s resignation from the Board and the Audit Committee effective June 10, 2025.

     

    The Company intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) by appointing a new Board member who meets the independence requirements under Nasdaq rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, as expeditiously as practicable. Until such appointment, the Company plans to rely on the cure period set forth in Nasdaq Listing Rule 5605(c)(4), which gives the Company until the earlier of (i) the Company’s next annual meeting of stockholders or (ii) one year from Mr. Edrick’s resignation, or June 10, 2026 to satisfy the Audit Committee Composition Requirement.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit NumberDescription
      
    104Cover Page Interactive Data File (embedded within the XBRL document)

     

     

     

     

     

     

     

     

     

     

     

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities ExchangeAct 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: June 23, 2025 /s/ Mark Frost  
      Mark Frost  
      Interim Chief Financial Officer and Treasurer  

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Get the next $HBIO alert in real time by email

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