8-K

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 ExchangeAct of 1934

Date of Report (Date of earliest event reported):August 12, 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 ExchangeAct. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2025, Harvard Bioscience, Inc. (the “Company”) entered into a retention letter agreement (the “Retention Letter Agreement”) with Mark Frost, the Company’s Interim Chief Financial Officer.

The Retention Letter Agreement provides that Mr. Frost will be eligible to receive a cash bonus of $100,000 (the “Retention Bonus”) upon successful refinancing of the indebtedness due under the Company’s existing term loan and senior revolving credit facility (the “Refinancing”) prior to March 15, 2026 (the “Retention Date”). Mr. Frost’s eligibility to receive the Retention Bonus is subject to Mr. Frost’s continued employment with the Company through the date of the Refinancing and, unless earlier terminated by the Company without cause, the Retention Date. The Retention Bonus is being offered to Mr. Frost in lieu of the cash bonus of $50,000 provided in Mr. Frost’s offer letter from the Company dated April 10, 2025.

The Retention Letter Agreement also requires the Company to provide certain payments and benefits in the event of termination of Mr. Frost’s employment without cause prior to the Retention Date. Such benefits include payment of Mr. Frost’s base salary and payment of the Company’s portion of COBRA premiums, in each case, for a period of five months from the date of termination, subject to Mr. Frost signing a general release of claims.

The foregoing description of the Retention Letter Agreement is qualified in its entirety by reference to the complete text of the Retention Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Retention Letter Agreement between Mark Frost and the Company dated<br> August 12, 2025
104	Cover Page Interactive Data File (embedded within the inline XBRL<br> 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: August 13, 2025	/s/ Mark Frost
	Mark Frost<br><br> <br>Interim Chief Financial Officer and Treasurer

Exhibit 10.1

August 8, 2025

Via Email

Mark Frost

Re:          Retention Benefit Opportunity

Dear Mark:

We are pleased to inform you that, in recognition of your contributions to Harvard Bioscience, Inc. (the “Company”) and your continued employment through March 15, 2026 (the “Retention Date”) you are being offered the opportunity to receive retention benefits (the “Retention Benefits”) on the following terms and conditions:

1.	Eligibility for Incentive Bonus. Subject to satisfaction of the conditions set forth below, and<br>in lieu of the “cash incentive bonus” provided for in your Offer Letter with the Company dated April 10, 2025 (the “Offer<br>Letter”), you will be eligible to be paid a cash bonus (the “Incentive Bonus”) in the gross amount of $100,000,<br>less applicable deductions and withholdings, upon the successful refinancing of the indebtedness due under the Company’s existing<br>term loan and senior revolving credit facility prior to the Retention Date, as determined by the Company’s Board of Directors in<br>its sole discretion (the “Refinancing”), payable in a lump sum on the next practicable payroll date following the Refinancing,<br>subject to your continued employment with the Company at the time of the Refinancing. For the avoidance of doubt, the Incentive Bonus<br>is only payable in connection with a qualified Refinancing, and not upon a Change in Control (as defined in the Company’s Amended<br>and Restated 2021 Incentive Plan).
2.	Conditions to Payment of Incentive Bonus. In order to receive the Incentive Bonus, you must remain<br>employed by the Company or its subsidiaries in good standing and comply with the terms set forth in this letter through the Refinancing<br>and not have provided notice of your intention to resign.
---	---
3.	Termination of Employment. If your employment with the Company and its subsidiaries terminates<br>for any reason prior to the Retention Date other than a termination without Cause (or any other condition set forth in paragraph 2 above<br>is not satisfied), your right to payment of the Incentive Bonus will be forfeited in its entirety. However, if you are terminated without<br>Cause prior to the Retention Date, you shall be eligible for payment of severance (the “Severance”) in the form of<br>continued base salary payments for 5 months from the date of termination and payment of the Company portion of COBRA premiums at then<br>active rates for a period of 5 months from the date of termination, subject to your execution and non-revocation of a form of release<br>to be provided by the Company, which must become valid and irrevocable within 60 days of termination. The Severance will be paid pursuant<br>to the Company’s payroll schedule then in effect commencing on the next practicable payroll date that is 60 days from termination,<br>with such first installment to include and satisfy all installments that would have otherwise been made up to such date assuming for such<br>purpose that the installments had commenced on the first payroll date following the date of termination.
---	---
4.	Tax Withholding. Payment of the Retention Benefits will be subject to applicable federal, state<br>and local tax deductions and withholding.
---	---
5.	Effect on Other Benefits. You acknowledge that payment of the Retention Benefits are not part of<br>normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses,<br>long-service awards, pension or retirement benefits, matching contributions or similar payments.
---	---
6.	Assignment. The obligation to pay the Retention Benefits is solely that of the Company, provided<br>that the Company may assign its obligations to any entity that succeeds to the Company’s business. You may not assign your right<br>to receive the Retention Benefits.
---	---
7.	No Right to Continued Employment. The grant of these Retention Benefits do not give you any right<br>to continue your employment relationship with the Company or its subsidiaries, and you shall remain subject to discharge to the same extent<br>as if this opportunity were not granted to you.
---	---
8.	Governing Law; JURY WAIVER. Any dispute arising out of or relating to this letter shall be decided<br>by applying the laws of the Commonwealth of Massachusetts without regard to conflicts of law principles. Eachparty irrevocably and unconditionally waives any right to a trial by jury in connection with any dispute arising out of or relating tothis letter.
---	---
9.	Entire Agreement. This letter, together with any agreements specifically referred to herein, embodies<br>the entire agreement and understanding between the parties hereto with respect to the subject matter herein, and supersedes all prior<br>or contemporaneous oral or written agreements and understandings relating to the subject matter herein.
---	---

We hope that this arrangement encourages your continued commitment to the Company. Please acknowledge your agreement to the terms of this letter by countersigning it in the space below and returning it to me.

Sincerely,

Harvard Bioscience, Inc.

By: /s/ John Duke

Name: John Duke

Title: Chief Executive Officer

Date: August 12, 2025

/s/ Mark Frost<br><br> <br>Mark Frost<br><br> <br>Date: August 12, 2025