8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2025

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HARVARD BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

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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)

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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)
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☐	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 Stock 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointmentof Certain Officers; Compensatory Arrangements of Certain Officers.

On September 5, 2025, the Board of Directors (the “Board”) of Harvard Bioscience, Inc. (the “Company”) appointed Stephen DeNelsky to serve as a member of the Board, effective September 5, 2025. Mr. DeNelsky will serve as a Class I director with a term that will expire at the Company’s 2028 annual meeting of stockholders. Mr. DeNelsky was also appointed to serve as a member of the Nominating & Governance Committee of the Board.

Mr. DeNelsky, age 57, is a Managing Director at Oaktree Capital Management, a position he has held since 2022. Mr. DeNelsky was previously a Managing Director at Marathon Asset Management from 2019 to 2022 and President at Life Sciences Alternative Funding from 2011 to 2019. Mr. DeNelsky also currently serves on the board of directors of Visioncare Inc and previously served on the boards of Integrated Diagnostics and AMICAS, Inc. Mr. DeNelsky possesses thirty years of experience in the research, analysis, and valuation of public and private equities in the healthcare industry and has worked across several major sub-sectors of healthcare, including life sciences, pharmaceuticals, devices and services. Mr. DeNelsky earned his B.A. in Economics from the American University and his M.B.A. from the University of Maryland.

There is no arrangement between Mr. DeNelsky and any person pursuant to which he was selected as a director, and there is no family relationship between Mr. DeNelsky and any other director or executive officer of the Company.

In connection with his service on the Board, Mr. DeNelsky will receive standard compensation for non-employee directors of the Board at an approximate value of $135,000, to be composed of (i) an equity award of 110,000 restricted stock units and (ii) an annual cash retainer of $91,000.

Item 7.01. Regulation FD Disclosure.

On September 9, 2025, the Company issued a press release in connection with the appointment of Mr. DeNelsky to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit Number	Description
99.1	Press Release dated September 9, 2025
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: September 9, 2025	By:	/s/ Mark Frost
		Mark Frost
		Interim Chief Financial Officer

Exhibit 99.1

Harvard Bioscience Announces Appointment of Stephen DeNelsky to Board of Directors

-	Veteran life sciences industry financing leader appointed as new Board member

HOLLISTON, Mass., September 9, 2025 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company” or “Harvard Bioscience”) today announced the appointment of Stephen DeNelsky to its Board of Directors, effective September 5, 2025. Mr. DeNelsky will also serve on the Board’s Nominating and Governance Committee.

“We are pleased to announce Steve as the newest member of our Board of Directors at such an important time for Harvard Bioscience,” said John Duke, President & CEO. “His knowledge across the verticals we operate in, as well as his expertise in guiding life sciences companies on financial strategy will be invaluable as we move forward.”

“I’m honored to join the Board and look forward to contributing to thoughtful governance and long-term value creation at Harvard Bioscience,” said Mr. DeNelsky.

Mr. DeNelsky possesses 30 years of experience in the research, analysis, and valuation of public and private equities in the healthcare industry. He currently serves as Managing Director at Oaktree Capital Management and has held senior roles at Marathon Asset Management and Life Sciences Alternative Funding. He has worked across all major sub-sectors of healthcare, including life sciences, pharmaceuticals, devices and services. Mr. DeNelsky also brings strong board experience and currently serves on the board of Visioncare Inc and previously served on the boards of Integrated Diagnostics and AMICAS, Inc. Mr. DeNelsky received a B.A. in Economics from the American University and an M.B.A. from the University of Maryland.

“We are thrilled that Steve has joined Harvard Bioscience’s Board and we are already benefiting from his extensive life sciences lending expertise” said Katherine Eade, Lead Independent Director.

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 revenue and gross margin, and matters relating to the Company’s ability to continue as a going concern, fund its operations, or refinance outstanding indebtedness. 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 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:

(508) 893-3120

investors@harvardbioscience.com