8-K
HARVARD BIOSCIENCE INC (HBIO)
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): March 12, 2026
_______________________________
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) |
|---|---|
| ☐ | 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 Capital 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 2.02. Results of Operations and Financial Condition.
On March 12, 2026, Harvard Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the three and twelve months ended December 31, 2025, and the details of a related conference call to be held at 8:00 AM ET on March 12, 2026. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release issued by Harvard Bioscience, Inc. on March 12, 2026 |
| 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. | ||
|---|---|---|
| Date: March 12, 2026 | By: | /s/ Mark Frost |
| Mark Frost | ||
| Chief Financial Officer |
Exhibit 99.1
Harvard Bioscience Announces Fourth Quarter and Full-Year 2025 Financial Results
| · | Fourth Quarter 2025 Revenues of $23.7M and Gross Margin of 59.7% |
|---|---|
| · | Full Year 2025 Revenues of $86.6M and Gross Margin of 57.7% |
| --- | --- |
| · | Interim CFO Mark Frost Appointed CFO on Permanent Basis |
| --- | --- |
| · | Introduces Full Year 2026 Guidance which Reflects Anticipated Revenue Growth Driven by New Products for Translational Science |
| --- | --- |
HOLLISTON, Mass., March 12, 2026 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company” or “Harvard Bioscience”) today announced financial results for the fourth quarter and full year ended December 31, 2025.
“2025 was a pivotal year for Harvard Bioscience as we strengthened our balance sheet and streamlined our operating model. This culminated in fourth quarter results that reflect disciplined execution, an improved product mix, and the cost reductions implemented throughout the year,” said John Duke, President and Chief Executive Officer. “As we look ahead, we are evolving from a traditional life science tools provider into a leading enabler of translational science. By embracing the ongoing shift to New Approach Methodologies (NAMs) and focusing on new products for translational science, we’ll help our customers generate more predictive, human-relevant data earlier in the drug development process. We believe we are well-positioned for a new phase of growth and are confident in our outlook and our ability to drive sustainable shareholder value in 2026 and beyond.”
“I’m pleased to have been appointed on a permanent basis and to continue working with the Harvard Bioscience team,” said Mark Frost, Chief Financial Officer. “We’ve made significant progress over the past year. I’m excited by the opportunity ahead, and I look forward to further engagement with our team, customers, and shareholders.”
Fourth Quarter 2025 Results
For the fourth quarter of fiscal 2025, the Company reported revenues of $23.7 million compared to $24.6 million in the fourth quarter of fiscal 2024. Gross margin for the three months ended December 31, 2025 was 59.7%, compared to 57.1% in 2024. The year-over-year increase was mostly due to the impact of cost containment actions and favorable product mix.
Net (loss) income for the fourth quarter of 2025 was ($2.8) million compared to $18 thousand in the fourth quarter of 2024. Adjusted EBITDA for the fourth quarter of 2025 was $3.8 million compared to $3.0 million in the fourth quarter of the prior year. Cash (used in) provided by operations was ($0.1) million during the three months ended December 31, 2025, compared to $1.7 million in the same period in 2024.
Results for Year Ended December 31, 2025
For the year ended December 31, 2025, revenues were $86.6 million compared to $94.1 million for the year ended December 31, 2024. Revenues declined as a result of a challenging global market and reduced spending by CROs, distributors and academic research institutions. Gross margin for the year ended December 31, 2025 was 57.7%, compared to gross margin of 58.2% in the prior year. Gross margin was unfavorably impacted by the under-absorption of fixed manufacturing overhead costs, which was partially offset by a better mix of lower labor costs and higher margin products.
Net loss for the year ended December 31, 2025 was ($56.7) million compared to net loss of ($12.4) million for the year ended 2024, primarily due to goodwill impairment in the first quarter of 2025 of $48.0 million. The Company’s net loss for 2025 included costs of ($1.8) million in connection with our debt refinancing and a loss on pension settlement of ($1.2) million. Adjusted EBITDA for the year ended December 31, 2025 was $8.1 million, compared to adjusted EBITDA of $7.2 million for the year ended 2024. Cash provided by operations was $6.7 million during the year ended December 31, 2025, compared to $1.4 million in the year ended 2024.
This press release includes certain financial information presented on an adjusted, or non-GAAP, basis. For additional information on the non-GAAP financial measures included in this press release, see “Use of Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below.
First Quarter 2026 Guidance
The Company expects:
| · | Revenue between $20.0 million and $22.0 million |
|---|---|
| · | Adjusted gross margin between 57% and 59% |
| --- | --- |
| · | Adjusted EBITDA between $1.0 million and $2.2 million. |
| --- | --- |
Note that the prior-year comparable first quarter period did not include tariff impacts and was minimally affected by NIH funding headwinds.
Full Year 2026 Guidance
Guidance for the full year 2026 is expected to be driven by higher margin New Product Innovation (NPI) revenue as the Company focuses on Translational Science. Growth is expected to be supported by a stabilized NIH funding environment and a reduction in tariff disruptions. The Company expects:
| · | Revenue growth between 2% and 4% |
|---|---|
| · | Adjusted gross margin between 58% and 60% |
| --- | --- |
| · | Adjusted EBITDA growth between 6% and 10%. |
| --- | --- |
Webcast and Conference Call Details
In conjunction with this announcement, the Company will be hosting a conference call and webcast today at 8:00 a.m. Eastern Time. A presentation that will be referenced during the webcast will be posted to the Company’s Investor Relations website shortly before the webcast begins.
Analysts who would like to join the call and ask a question must register here. Once registered, you will receive the dial-in numbers and a unique PIN number.
Participants who would like to join the audio-only webcast should go to our events and presentations on the investor website here (https://investor.harvardbioscience.com/events-and-presentations).
Use of Non-GAAP Financial Information
In this press release we have included non-GAAP financial information, including one or more of adjusted operating income (loss), adjusted operating margin, adjusted net income (loss), adjusted EBITDA, adjusted EBITDA margin, diluted adjusted earnings (loss) per share, and net debt. We believe that this non-GAAP financial information provides investors with an enhanced understanding of the underlying operations of our business. For the periods presented, these non-GAAP financial measures have excluded certain expenses and income resulting from items that we do not believe are reflective of the underlying operations of the business. Items excluded include stock-based compensation, amortization of intangibles related to acquisitions, other operating expenses, goodwill impairment, interest and other expense, net, loss on pension settlement, loss on equity securities, income taxes, and the tax impact of reconciling items. Management believes that this non-GAAP financial information is important in comparing current results with prior period results and is useful to investors and financial analysts in assessing the Company’s operating performance.
Historical non-GAAP financial information included herein is accompanied by a reconciliation to the nearest corresponding GAAP measure, which is included below.
The non-GAAP financial information provided in this press release should be considered in addition to, not as a substitute for, the financial information provided and presented in accordance with GAAP and may be different from other companies’ non-GAAP financial information.
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 including revenues, adjusted gross margin, adjusted EBITDA, gross margin, cash and debt position, balance sheet, growth and the introduction of new products, the strength of the Company’s market position, business model and anticipated macroeconomic conditions. Forward-looking statements do not guarantee 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 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, 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:
Mark Frost
Chief Financial Officer
(508) 893-3120
investors@harvardbioscience.com
HARVARD BIOSCIENCE, INC.
Consolidated Statements Of Operations
(In thousands, except per share data)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 23,735 | $ | 24,556 | $ | 86,550 | $ | 94,135 | ||||
| Cost of revenues | 9,563 | 10,545 | 36,640 | 39,369 | ||||||||
| Gross profit | 14,172 | 14,011 | 49,910 | 54,766 | ||||||||
| Sales and marketing expenses | 5,093 | 5,395 | 19,216 | 22,212 | ||||||||
| General and administrative expenses | 4,119 | 4,803 | 17,742 | 21,493 | ||||||||
| Research and development expenses | 2,183 | 2,328 | 8,825 | 10,406 | ||||||||
| Amortization of intangible assets | 850 | 1,257 | 4,027 | 5,255 | ||||||||
| Goodwill impairment | - | - | 47,951 | - | ||||||||
| Other operating expenses | 217 | 217 | 729 | 1,611 | ||||||||
| Total operating expenses | 12,462 | 14,000 | 98,490 | 60,977 | ||||||||
| Operating income (loss) | 1,710 | 11 | (48,580 | ) | (6,211 | ) | ||||||
| Other expense: | ||||||||||||
| Interest expense | (1,660 | ) | (1,180 | ) | (4,917 | ) | (3,536 | ) | ||||
| Loss on pension settlement | (1,233 | ) | - | (1,233 | ) | - | ||||||
| Loss on equity securities | - | - | - | (1,593 | ) | |||||||
| Other (expense) income, net | (2,021 | ) | 1,759 | (2,656 | ) | (325 | ) | |||||
| Total other expense | (4,914 | ) | 579 | (8,806 | ) | (5,454 | ) | |||||
| (Loss) income before income taxes | (3,204 | ) | 590 | (57,386 | ) | (11,665 | ) | |||||
| Income tax (benefit) expense | (357 | ) | 572 | (686 | ) | 740 | ||||||
| Net (loss) income | $ | (2,847 | ) | $ | 18 | $ | (56,700 | ) | $ | (12,405 | ) | |
| (Loss) earnings per share: | ||||||||||||
| Basic (loss) earnings per share | $ | (0.06 | ) | $ | 0.00 | $ | (1.28 | ) | $ | (0.28 | ) | |
| Diluted (loss) earnings per share | $ | (0.06 | ) | $ | 0.00 | $ | (1.28 | ) | $ | (0.28 | ) | |
| Weighted-average common shares: | ||||||||||||
| Basic | 44,602 | 43,659 | 44,391 | 43,538 | ||||||||
| Diluted | 44,602 | 44,454 | 44,391 | 43,538 | ||||||||
| HARVARD BIOSCIENCE, INC. | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||
| (In thousands) | ||||||||||||
| December 31, | ||||||||||||
| 2025 | 2024 | |||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | $ | 8,614 | $ | 4,108 | ||||||||
| Accounts receivable, net | 16,043 | 14,866 | ||||||||||
| Inventories | 20,805 | 23,245 | ||||||||||
| Other current assets | 2,763 | 2,898 | ||||||||||
| Total current assets | 48,225 | 45,117 | ||||||||||
| Property, plant and equipment | 4,787 | 5,106 | ||||||||||
| Goodwill and other intangibles | 17,198 | 67,456 | ||||||||||
| Other long-term assets | 9,861 | 8,965 | ||||||||||
| Total assets | $ | 80,071 | $ | 126,644 | ||||||||
| Liabilities and Stockholders' Equity | ||||||||||||
| Current portion of long-term debt | $ | - | $ | 36,956 | ||||||||
| Other current liabilities | 21,960 | 18,002 | ||||||||||
| Total current liabilities | 21,960 | 54,958 | ||||||||||
| Long-term debt, net | 35,870 | - | ||||||||||
| Other long-term liabilities | 8,507 | 8,346 | ||||||||||
| Stockholders’ equity | 13,734 | 63,340 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 80,071 | $ | 126,644 | ||||||||
| HARVARD BIOSCIENCE, INC. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Condensed Consolidated Statements Of Cash Flows | ||||||||||||
| (In thousands) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net (loss) income | $ | (2,847 | ) | $ | 18 | $ | (56,700 | ) | $ | (12,405 | ) | |
| Adjustments to operating cash flows | 3,669 | 2,300 | 57,756 | 13,780 | ||||||||
| Changes in operating assets and liabilities | (918 | ) | (593 | ) | 5,673 | 65 | ||||||
| Net cash (used in) provided by operating activities | (96 | ) | 1,725 | 6,729 | 1,440 | |||||||
| Cash flows from investing activities: | ||||||||||||
| Additions to property, plant and equipment | (449 | ) | (301 | ) | (1,258 | ) | (2,644 | ) | ||||
| Acquisition of intangible assets | (150 | ) | (165 | ) | (605 | ) | (619 | ) | ||||
| Proceeds from sale of marketable equity securities | - | - | - | 1,919 | ||||||||
| Net cash used in investing activities | (599 | ) | (466 | ) | (1,863 | ) | (1,344 | ) | ||||
| Cash flows from financing activities: | ||||||||||||
| Borrowing from revolving line of credit | - | - | - | 8,800 | ||||||||
| Borrowing from term loans | 40,000 | - | 40,000 | - | ||||||||
| Repayment of revolving line of credit | (12,650 | ) | - | (12,650 | ) | (2,550 | ) | |||||
| Repayment of term debt | (21,700 | ) | (1,000 | ) | (24,700 | ) | (6,023 | ) | ||||
| Payment of debt issuance costs | (3,145 | ) | - | (3,832 | ) | (161 | ) | |||||
| Proceeds from exercise of employee stock options and purchases | 1 | 161 | 47 | 380 | ||||||||
| Taxes paid related to net share settlement of equity awards | (57 | ) | (518 | ) | (156 | ) | (577 | ) | ||||
| Net cash provided by (used in) financing activities | 2,449 | (1,357 | ) | (1,291 | ) | (131 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | 43 | (363 | ) | 931 | (140 | ) | ||||||
| Increase (decrease) in cash and cash equivalents | 1,797 | (461 | ) | 4,506 | (175 | ) | ||||||
| Cash and cash equivalents at the beginning of period | 6,817 | 4,569 | 4,108 | 4,283 | ||||||||
| Cash and cash equivalents at the end of period | $ | 8,614 | $ | 4,108 | $ | 8,614 | $ | 4,108 |
HARVARD BIOSCIENCE, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
(In thousands, except per share data and percentages)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||
| GAAP operating income (loss) | $ | 1,710 | $ | 11 | $ | (48,580 | ) | $ | (6,211 | ) | ||
| Stock-based compensation | 459 | 961 | 1,855 | 4,340 | ||||||||
| Acquired asset amortization | 850 | 1,257 | 4,027 | 5,255 | ||||||||
| Goodwill impairment | - | - | 47,951 | - | ||||||||
| Other operating expenses (1) | 217 | 217 | 729 | 1,611 | ||||||||
| Other adjustments | 46 | 42 | 181 | 299 | ||||||||
| Adjusted operating income | $ | 3,282 | $ | 2,488 | $ | 6,163 | $ | 5,294 | ||||
| Operating margin | 7.2 | % | 0.0 | % | (56.1 | %) | (6.6 | %) | ||||
| Adjusted operating margin | 13.8 | % | 10.1 | % | 7.1 | % | 5.6 | % | ||||
| GAAP net (loss) income | $ | (2,847 | ) | $ | 18 | $ | (56,700 | ) | $ | (12,405 | ) | |
| Stock-based compensation | 459 | 961 | 1,855 | 4,340 | ||||||||
| Acquired asset amortization | 850 | 1,257 | 4,027 | 5,255 | ||||||||
| Goodwill impairment | - | - | 47,951 | - | ||||||||
| Other operating expenses (1) | 217 | 217 | 729 | 1,611 | ||||||||
| Loss on pension settlement | 1,233 | - | 1,233 | - | ||||||||
| Other adjustments | 46 | 42 | 181 | 299 | ||||||||
| Loss on equity securities | - | - | - | 1,593 | ||||||||
| Income taxes | (11 | ) | 191 | (277 | ) | 568 | ||||||
| Adjusted net (loss) income | (53 | ) | 2,686 | (1,001 | ) | 1,261 | ||||||
| Depreciation & amortization | 501 | 503 | 1,918 | 1,902 | ||||||||
| Interest and other expense, net | 3,681 | (579 | ) | 7,573 | 3,861 | |||||||
| Adjusted income taxes (2) | (346 | ) | 381 | (409 | ) | 172 | ||||||
| Adjusted EBITDA | $ | 3,783 | $ | 2,991 | $ | 8,081 | $ | 7,196 | ||||
| Adjusted EBITDA margin | 15.9 | % | 12.2 | % | 9.3 | % | 7.6 | % | ||||
| Diluted (loss) earnings per share (GAAP) | $ | (0.06 | ) | $ | 0.00 | $ | (1.28 | ) | $ | (0.28 | ) | |
| Diluted adjusted (loss) earnings per share | $ | (0.00 | ) | $ | 0.06 | $ | (0.02 | ) | $ | 0.03 | ||
| Weighted-average common shares: | ||||||||||||
| Diluted GAAP | 44,602 | 43,659 | 44,391 | 43,538 | ||||||||
| Diluted Adjusted | 45,220 | 44,454 | 44,674 | 44,391 | ||||||||
| December 31, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| 2025 | 2024 | |||||||||||
| Debt, including unamortized deferred financing costs | $ | 35,870 | $ | 36,956 | ||||||||
| Unamortized deferred financing costs | 4,130 | 394 | ||||||||||
| Cash and cash equivalents | (8,614 | ) | (4,108 | ) | ||||||||
| Net debt | $ | 31,386 | $ | 33,242 |
(1) Other operating expenses for the year ended December 31, 2025, were $0.7 million, including a fee of $0.5 million in connection with the receipt of employee retention tax credits and restructuring costs of $0.2 million in connection with headcount reductions. Other operating expenses for the year ended December 31, 2024, were $1.6 million, including $0.8 million in connection with headcount reductions, a fee of $0.5 million in connection with the receipt of employee retention tax credits, and $0.3 million related to settlement of an unclaimed property audit. Other operating expenses for the three months ended December 31, 2025 includes $0.2 million of commission fee paid in connection with the receipt of employee retention credits. Other operating expenses for the three months ended December 31, 2024 includes $0.2 million of restructuring-related charges.
(2) Adjusted income taxes includes the tax effect of adjusting for the reconciling items using the tax rates in the jurisdictions in which the reconciling items arise.