Business Context and Reporting Period
Company: Harvard Bioscience, Inc. (HBIO)
Filing Type: Form 8-K (Current Report)
Date of Report: June 18, 2025
Reporting Period: Event date June 18, 2025; Signature date June 23, 2025
The Company notified the Nasdaq Stock Market LLC on June 18, 2025, regarding a failure to satisfy a continued listing rule.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing compliance. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
- Audit Committee Vacancy: The Company is currently non-compliant with Nasdaq Listing Rule 5605(c)(2)(A) regarding Audit Committee Composition.
- Cause: The non-compliance stems from the resignation of Alan Edrick from the Board of Directors and the Audit Committee, effective June 10, 2025.
- Current Status: The Audit Committee currently consists of only two members, falling short of the required minimum.
Guidance, Outlook, and Management Commentary
- Remediation Plan: The Company intends to regain compliance by appointing a new Board member who meets independence requirements under Nasdaq rules and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 as expeditiously as practicable.
- Cure Period: The Company plans to rely on the cure period provided by Nasdaq Listing Rule 5605(c)(4). Compliance must be achieved by the earlier of:
- The Company's next annual meeting of stockholders, or
- One year from Mr. Edrick's resignation (June 10, 2026).
- Risks: Failure to regain compliance within the cure period could result in delisting from the Nasdaq Stock Market.
Investor Verification Checklist
- Verify the timeline for the appointment of a new independent director to the Audit Committee.
- Monitor future 8-K filings for confirmation of the new appointment or updates on the cure period status.
- Check the Company's proxy statement or annual meeting materials to determine the date of the next annual meeting of stockholders.
- Review the Company's recent 10-K or 10-Q filings for the most current financial position, as this 8-K contains no financial data.