Form 8-K

8-K — HARVARD BIOSCIENCE INC

Accession: 0001171843-26-003270

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001123494

SIC: 3826 (LABORATORY ANALYTICAL INSTRUMENTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_050826.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exh_991.htm)

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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): May 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))

☐ 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:

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 May 12, 2026, Harvard Bioscience, Inc. (the “Company”)

issued a press release announcing financial results for the three months ended March 31, 2026, and the details of a related conference

call to be held at 8:00 AM ET on May 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 May 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: May 12, 2026

By:

/s/ Mark Frost

Mark Frost

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exh_991.htm · Sequence: 2

Exhibit 99.1

Harvard Bioscience Announces First

Quarter 2026 Financial Results

· First Quarter 2026 Revenues of $20.8M

and Gross Margin of 59%

· Consolidation of Manufacturing Operations

Progressing on Schedule

· Reaffirms Full Year 2026 Financial Guidance

HOLLISTON, Mass., May 12, 2026 (GLOBE NEWSWIRE) -- Harvard Bioscience,

Inc. (Nasdaq: HBIO) (the “Company” or “Harvard Bioscience”) today announced financial results for the first quarter

ended March 31, 2026.

“First quarter revenues were in line with our expectations and gross

margin expanded year-over-year, while we remained profitable on an adjusted EBITDA basis,” said John Duke, President and Chief Executive

Officer. “We are encouraged by the adoption rates of our NPI portfolio – specifically the MeshMEATM organoid platform,

and our BTX® Electroporation and SoHo™ Telemetry systems – which are deepening our reach into the biopharma sector. This

shift toward a higher-margin product mix is expected to put us on a path toward consistent 60+% margin and higher recurring revenue. Additionally,

our manufacturing consolidation is on track and is expected to yield significant efficiencies and cost savings. Looking ahead, we continue

to focus on operational efficiency and believe we remain well positioned for our next phase of growth. We’re reaffirming our full

year guidance, which anticipates high margin NPI sales growth driving bottom line growth in the second half of the year.”

First Quarter 2026 Results

For the first quarter of 2026, the Company reported revenues of $20.8 million

compared to $21.8 million in the first quarter of 2025. Gross margin for the first quarter of 2026 was 59%, compared to 56% in the first

quarter of 2025.

Net loss for the first quarter of 2026 was $(3.4) million, compared to

a net loss of $(50.3) million in the first quarter of 2025, which included goodwill impairment of $(48.0) million. Adjusted EBITDA for

the first quarter of 2026 was $0.8 million compared to $0.8 million in the first quarter of the prior year. Cash (used) in and provided

by operations was $(0.7) million during the three months ended March 31, 2026, compared to $3.0 million in the same period in 2025. The

reduction in the cash balance is primarily due to one-time charges related to the process that resulted in the debt refinancing.

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.

Second Quarter 2026 Guidance

The Company’s Q2 outlook reflects year-over-year revenue

growth in the mid-single digit range at the midpoint of guidance, margin expansion as NPI adoption scales, and continued profitability

on an adjusted EBITDA basis. We expect:

· Revenue between $20.5 million and $22.5 million

· Adjusted gross margin between 57% and 59%

· Adjusted EBITDA between $1.0 and $2.0 million

Full Year 2026 Guidance

The Company is reaffirming its full-year guidance and anticipates

a ramp in revenue in the second half of the year, driven by expected sales growth in our higher margin NPI pipeline, which includes products

for organoids and electroporation. The Company continues to expect:

· 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, Harvard Bioscience 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 (https://register-conf.media-server.com/register/BIec8b2ff5898f4554a258f5a3be030ad5).

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 gross 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, restructuring charges, 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, adoption

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, 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.

Condensed Consolidated Statements Of Operations

(Unaudited, in thousands, except per share data)

Three Months Ended March 31,

2026

2025

Revenues

$ 20,755

$ 21,774

Cost of revenues

8,511

9,590

Gross profit

12,244

12,184

Sales and marketing expenses

5,335

4,971

General and administrative expenses

4,702

5,185

Research and development expenses

2,326

2,321

Amortization of intangible assets

820

1,160

Goodwill impairment

—

47,951

Other operating expenses

235

264

Total operating expenses

13,418

61,852

Operating loss

(1,174 )

(49,668 )

Other expense:

Interest expense

(1,728 )

(933 )

Other expense, net

(405 )

(193 )

Total other expense

(2,133 )

(1,126 )

Loss before income taxes

(3,307 )

(50,794 )

Income tax expense (benefit)

117

(454 )

Net loss

$ (3,424 )

$ (50,340 )

Loss per share:

Basic and diluted loss per share *

$ (0.77 )

$ (11.42 )

Weighted-average common shares:

Basic and diluted *

4,473

4,410

* Retroactively presented to reflect 1-for-10 reverse stock split effective on March 13, 2026.

HARVARD BIOSCIENCE, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

March 31,

December 31,

2026

2025

Assets

Cash and cash equivalents

$ 7,098

$ 8,614

Accounts receivable, net

14,572

16,043

Inventories

22,205

20,805

Other current assets

3,604

2,763

Total current assets

47,479

48,225

Property, plant and equipment

4,869

4,787

Goodwill and other intangibles

16,278

17,198

Other long-term assets

9,312

9,861

Total assets

$ 77,938

$ 80,071

Liabilities and Stockholders' Equity

Other current liabilities

23,863

21,960

Total current liabilities

23,863

21,960

Long-term debt, net

36,211

35,870

Other long-term liabilities

7,818

8,507

Stockholders’ equity

10,046

13,734

Total liabilities and stockholders’ equity

$ 77,938

$ 80,071

HARVARD BIOSCIENCE, INC.

Condensed Consolidated Statements Of Cash Flows

(Unaudited, in thousands)

Three Months Ended

March 31, 2026

March 31, 2025

Cash flows from operating activities:

Net loss

$ (3,424 )

$ (50,340 )

Adjustments to operating cash flows

1,968

49,814

Changes in operating assets and liabilities

794

3,512

Net cash (used in) provided by operating activities

(662 )

2,986

Cash flows from investing activities:

Additions to property, plant and equipment

(426 )

(513 )

Acquisition of intangible assets

(194 )

(170 )

Net cash used in investing activities

(620 )

(683 )

Cash flows from financing activities:

Repayment of term debt

—

(1,000 )

Payment of debt issuance costs

(129 )

Proceeds from exercise of employee stock options and purchases

150

—

Taxes paid related to net share settlement of equity awards

(30 )

(75 )

Net cash used in financing activities

(9 )

(1,204 )

Effect of exchange rate changes on cash and cash equivalents

(225 )

339

(Decrease) increase in cash and cash equivalents

(1,516 )

1,438

Cash and cash equivalents at the beginning of period

8,614

4,108

Cash and cash equivalents at the end of period

$ 7,098

$ 5,546

HARVARD BIOSCIENCE, INC.

Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)

(In thousands, except per share data and percentages)

Three Months Ended

March 31, 2026

March 31, 2025

GAAP operating loss

$ (1,174 )

$ (49,668 )

Stock-based compensation

257

600

Acquired asset amortization

820

1,160

Goodwill impairment

—

47,951

Other operating expenses (1)

235

264

Other adjustments

Adjusted operating income

$ 231

$ 319

Operating margin

(5.7 %)

(228.1 %)

Adjusted operating margin

1.1 %

1.5 %

GAAP net loss

$ (3,424 )

$ (50,340 )

Stock-based compensation

257

600

Acquired asset amortization

820

1,160

Goodwill impairment

—

47,951

Other operating expenses (1)

235

264

Other adjustments

Income taxes

525

(199 )

Adjusted net loss

(1,494 )

(552 )

Depreciation & amortization

536

495

Interest and other expense, net (2)

2,133

1,126

Adjusted income taxes (3)

(408 )

(255 )

Adjusted EBITDA

$ 767

$ 814

Adjusted EBITDA margin

3.7 %

Diluted loss per share (GAAP) *

$ (0.77 )

$ (11.42 )

Diluted adjusted loss per share *

$ (0.33 )

$ (1.25 )

Weighted-average common shares:

Diluted GAAP *

4,473

4,410

Diluted Adjusted *

4,473

4,410

March 31,

2026

2025

Debt, including unamortized deferred financing costs

$ 36,211

$ 35,958

Unamortized deferred financing costs

3,789

392

Cash and cash equivalents

(7,098 )

(5,546 )

Net debt

$ 32,902

$ 30,804

* Retroactively presented to reflect 1-for-10 reverse stock split effective on March 13, 2026.

(1) Other operating expenses for the three months ended March 31, 2026 includes $235 thousand of restructuring-related charges compared to $93 thousand of restructuring-related charges and $171 thousand of employee retention tax credit fees for the three months ended March 31, 2025.

(2) Interest expense for the three months ended March 31, 2026 was $1.7 million, compared to $0.9 million for the three months ended March 31, 2025. Other expense, net was $405 thousand for the three months ended March 31, 2026, compared to $193 thousand for the three months ended March 31, 2025.

(3) 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.

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