HARVARD BIOSCIENCE INC
For the period ended Mar 6, 2026. Filed Jan 30, 2026.
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Mar 6, 2026 · Filed Jan 30, 2026
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DEF 14A 1 def14a_013026.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Under §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
84 October Hill Road
Holliston, Massachusetts 01746
(508) 893-8999
______________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on March 6, 2026
_____________________
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Harvard Bioscience, Inc. (the “Company”) will be held on March 6, 2026 at 10:00 a.m. Eastern Time. The Special Meeting will be held for the following purposes:
| 1. | To approve a proposed amendment to the Harvard Bioscience, Inc. Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock, $0.01 par value per share (the “common stock”), at a ratio of between 1-for-5 and 1-for-15 (the “Reverse Stock Split Proposal” or “Proposal 1”); and |
| 2. | To authorize an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1 (the “Adjournment Proposal” or “Proposal 2”). |
The Board of Directors of the Company (the “Board”) recommends that you vote:
| · | “FOR” the proposed amendment to the Harvard Bioscience, Inc. Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock, at a ratio of between 1-for-5 and 1-for-15; and |
| · | “FOR” the authorization of an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1. |
WHO MAY VOTE:
You may vote if you were the record owner of the Corporation’s common stock at the close of business on January 21, 2026 (the “Record Date”).
VIRTUAL MEETING:
The Special Meeting will be a virtual meeting only. You will not be able to attend the Special Meeting in person. To be admitted to the Special Meeting at www.virtualshareholdermeeting.com/HBIO2026SM, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. If you want to submit a question during the Special Meeting, log into www.virtualshareholdermeeting.com/HBIO2026SM, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints.
By Order of the Board of Directors,
John Duke
President, Chief Executive Officer and Member of the Board of Directors
Holliston, Massachusetts
January 30, 2026
YOUR VOTE IS IMPORTANT. OUR SPECIAL MEETING WILL BE HELD AS A VIRTUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID ENVELOPE BEFORE THE SPECIAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING.
TABLE OF CONTENTS
| | | Page | |
|---|---|---|---|
| PROXY STATEMENT | | | 1 |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 6, 2026 | | | 1 |
| IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND VOTING | | | 1 |
| CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS | | | 5 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | 6 |
| PROPOSAL 1: REVERSE STOCK SPLIT | | | 9 |
| PROPOSAL 2: APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL 1 | | | 17 |
| STOCKHOLDER PROPOSALS | | | 18 |
| MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS | | | 18 |
| OTHER MATTERS | | | 18 |
| ANNEX A | | | 19 |
| ANNEX B | | | 21 |
84 October Hill Road
Holliston, Massachusetts 01746
(508) 893-8999
_______________
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.