HARVARD BIOSCIENCE INC

Previous wording

As the life sciences industry accelerates toward New Approach Methodologies (“NAMs”), Harvard Bioscience expects to evolve from a traditional tools provider into a leading enabler of Translational Medicine – positioned to bridge the gap between laboratory research and human clinical success. Building on its gold-standard preclinical foundation, the Company plans to align its portfolio, innovation pipeline, and operating model around four strategic pillars, leading the translational bridge, new product introduction, consumables revenue expansion and operational excellence and disciplined growth.

Current wording

As the life sciences industry accelerates toward New Approach Methodologies (“NAMs”), Harvard Bioscience expects to evolve from a traditional tools provider into a leading enabler of Translational Medicine – positioned to bridge the gap between laboratory research and human clinical success. Building on its gold-standard preclinical foundation, the Company plans to align its portfolio, innovation pipeline, and operating model around four strategic pillars: (1) leading the translational bridge; (2) new product introduction; (3) consumables revenue expansion; and (4) operational excellence and disciplined growth.

Previous wording

In January 2026, the Company developed a comprehensive plan, referred to as Project Viking, for the strategic consolidation of certain of its manufacturing operations to improve efficiency and support long-term growth.

Current wording

In January 2026, the Company developed a comprehensive plan, referred to as Project Viking, for the strategic consolidation of certain of its manufacturing operations to improve efficiency and support long-term growth. The Company expects the initiative to deliver approximately $3 million in cost savings in 2027, and approximately $4 million in annual cost savings beginning in 2028, while improving throughput and execution. The Company expects to incur pre-tax restructuring charges related to Project Viking in the range of approximately $4.4 to $5.3 million, including non-cash asset write-off and/or accelerated depreciation charges in the range of approximately $0.6 to $0.7 million, primarily related to the exit of production activities and manufacturing operations at the Holliston, MA site. These amounts are estimates and are subject to future changes.

Previous wording

In June 2026, the Company developed a comprehensive plan for the restructuring of our sales, services and marketing strategy. The Company expects the initiative to deliver approximately $1.0 to $1.2 million in cost savings in 2027, and approximately $0.5 million in annual cost savings for the remainder of fiscal year 2026. The Company expects to incur pre-tax charges related to this restructuring in the range of approximately $0.4 to $0.5 million in the second half of fiscal 2026.

Current wording

In June 2026, the Company developed a comprehensive plan for the restructuring of our sales, services and marketing organizations. The Company expects the initiative to deliver approximately $0.8 to $1.0 million in cost savings in 2027, and approximately $0.3 million in cost savings for the remainder of fiscal year 2026.

Previous wording

Revenues increased $2.2 million, or 11.1%, to $22.7 million for the three months ended June 30, 2026, compared to $20.5 million for the three months ended June 30, 2025. The increase in revenues was primarily due to increased sales to CROs in the Americas and distributors in Asia Pacific.

Current wording

Revenues increased $1.6 million, or 7.8%, to $22.2 million for the three months ended September 30, 2026, compared to $20.6 million for the three months ended September 30, 2025. The increase in revenues was primarily due to increased sales to CROs and distributors in the Americas and distributors in Asia Pacific.

Previous wording

Gross profit increased $1.1 million, or 9.5%, to $12.6 million for the three months ended June 30, 2026, compared with $11.5 million for the three months ended June 30, 2025, primarily due to the revenue increase described above. Gross margin was 55.6% for the three months ended June 30, 2026, compared to 56.4% for the three months ending June 30, 2025. The decrease in gross margin was primarily the result of unfavorable product mix.

Current wording

Gross profit increased $0.3 million, or 2.4%, to $12.3 million for the three months ended September 30, 2026, compared with $12.0 million for the three months ended September 30, 2025, primarily due to the revenue increase described above. Gross margin was 55.4% for the three months ended September 30, 2026, compared to 58.4% for the three months ending September 30, 2025. The decrease in gross margin was primarily the result of restructuring charges, increased material cost and unfavorable product mix.

Previous wording

Sales and marketing expenses increased $0.9 million, or 19.0%, to $5.4 million for the three months ended June 30, 2026, compared with $4.5 million for the three months ended June 30, 2025. This increase was primarily due to increases in personnel costs as a result of normalizing our cost structure, increases in travel costs, and restructuring costs.

Current wording

Sales and marketing expenses increased $0.8 million, or 17.5%, to $5.4 million for the three months ended September 30, 2026, compared with $4.6 million for the three months ended September 30, 2025. This increase was primarily due to increases in personnel costs as a result of normalizing our cost structure, increases in travel costs, and restructuring costs.

Previous wording

General and administrative expenses increased $0.3 million, or 8.3%, to $4.6 million for the three months ended June 30, 2026, compared with $4.3 million for the three months ended June 30, 2025. The increase was primarily due to increases in personnel costs as a result of normalizing our cost structure and increases to restructuring costs.

Current wording

General and administrative expenses increased $0.6 million, or 13.9%, to $4.8 million for the three months ended September 30, 2026, compared with $4.2 million for the three months ended September 30, 2025. The increase was primarily due to increases in stock-based compensation, increases in personnel costs as a result of normalizing our cost structure, and increases to restructuring costs.

Previous wording

Research and development expenses increased $0.3 million, or 12.1%, to $2.5 million for the three months ended June 30, 2026, compared with $2.2 million for the three months ended June 30, 2025. This increase was primarily due to an increase in personnel costs as a result of normalizing our cost structure.

Current wording

Research and development expenses increased $0.2 million, or 5.9%, to $2.3 million for the three months ended September 30, 2026, compared with $2.1 million for the three months ended September 30, 2025. This increase was primarily due to an increase in personnel costs as a result of normalizing our cost structure.

Previous wording

Amortization of intangible assets included in operating expenses was $0.8 million for the three months ended June 30, 2026, compared with $1.2 million for the three months ended June 30, 2025.

Current wording

Amortization of intangible assets included in operating expenses was $0.4 million for the three months ended September 30, 2026, compared with $0.9 million for the three months ended September 30, 2025.

Previous wording

Other operating expenses for the three months ended June 30, 2026 were $0.3 million, compared with $0.2 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, other operating expenses included $0.3 million of restructuring costs in connection with Project Viking. During the three months ended June 30, 2025, other operating expenses included an agent fee of $0.2 million in connection with the receipt of employee retention credits under the CARES Act.

Current wording

Other operating expenses for the three months ended September 30, 2026 were $0.7 million, compared with $0.1 million for the three months ended September 30, 2025. During the three months ended September 30, 2026, other operating expenses included $0.3 million of restructuring costs in connection with Project Viking and $0.4 million of restructuring costs in connection with our sales, services and marketing organizations.

Previous wording

Interest expense increased $0.8 million, or 79.1%, to $1.8 million for the three months ended June 30, 2026, compared with $1.0 million for the three months ended June 30, 2025. The increase was primarily due to the higher interest rate and amortization of deferred financing costs related to the 2025 Loan Agreement discussed in greater detail in Note 7 (Debt) in the notes to the unaudited condensed consolidated financial statements included herein.

Current wording

Interest expense increased $0.5 million, or 34.8%, to $1.8 million for the three months ended September 30, 2026, compared with $1.3 million for the three months ended September 30, 2025. The increase was primarily due to the higher interest rate and amortization of deferred financing costs related to the 2025 Loan Agreement discussed in greater detail in Note 7 (Debt) in the notes to the unaudited condensed consolidated financial statements included herein.

Previous wording

The income tax expense was $0.01 million and $0.03 million for the three months ended June 30, 2026 and 2025, respectively. The effective tax rates for the three months ended June 30, 2026 and 2025 were (0.4)% and 1.2%, respectively. The decrease in the effective tax rate during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to the tax effects of stock compensation and changes in accruals and reserves related to prior year tax positions. The Company’s effective tax rate for the three months ended June 30, 2026, was different than the U.S. statutory rate primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets and a benefit recorded for reserves related to uncertain tax positions.

Current wording

The income tax (benefit) expense was $(0.1) million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively. The effective tax rates for the three months ended September 30, 2026 and 2025 were 2.7% and (8.6)%, respectively. The increase in the effective tax rate during the three months ended September 30, 2026, compared to the three months ended September 30, 2025, was primarily due to the tax effects of stock compensation and changes in accruals and a benefit for reserves related to prior year tax positions. The Company’s effective tax rate for the three months ended September 30, 2026, was different than the U.S. statutory rate primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets and nondeductible stock compensation.

Previous wording

Revenues increased $1.3 million, or 3.0%, to $43.5 million for the six months ended June 30, 2026, compared to $42.2 million for the six months ended June 30, 2025. The increase in revenues was due to increased sales to CROs and pharmaceutical/biotechnology companies in the Americas, Europe, and Asia Pacific, with the largest growth percentage in China.

Current wording

Revenues increased $2.9 million, or 4.6%, to $65.7 million for the nine months ended September 30, 2026, compared to $62.8 million for the nine months ended September 30, 2025. The increase in revenues was due to increased sales to CROs and distributors in the Americas and Asia Pacific, with the largest growth percentage in China.

Previous wording

Gross profit increased $1.2 million, or 4.9%, to $24.9 million for the six months ended June 30, 2026, compared with $23.7 million for the six months ended June 30, 2025, primarily due to the increase in revenues as well as the associated higher absorption of fixed manufacturing costs. Gross margin increased to 57.2% for the six months ended June 30, 2026, compared with 56.2% for the six months ended June 30, 2025. The increase in gross margin was primarily the result of favorable absorption of fixed manufacturing overhead costs and favorable product mix.

Current wording

Gross profit increased $1.5 million, or 4.0%, to $37.2 million for the nine months ended September 30, 2026, compared with $35.7 million for the nine months ended September 30, 2025, primarily due to the increase in revenues as well as the associated higher absorption of fixed manufacturing costs. Gross margin decreased to 56.6% for the nine months ended September 30, 2026, compared with 56.9% for the nine months ended September 30, 2025. The decrease in gross margin was primarily the result of unfavorable product mix, increased material costs, increases in personnel costs as a result of normalizing our cost structure, and restructuring charges.

Previous wording

Sales and marketing expenses increased $1.2 million, or 12.9%, to $10.7 million for the six months ended June 30, 2026, compared with $9.5 million for the six months ended June 30, 2025. This increase was primarily due to increased compensation, travel, promotional, and restructuring expenses, partially offset by lower stock-based compensation costs.

Current wording

Sales and marketing expenses increased $2.1 million, or 14.4%, to $16.2 million for the nine months ended September 30, 2026, compared with $14.1 million for the nine months ended September 30, 2025. This increase was primarily due to increases in personnel costs as a result of normalizing our cost structure, compensation, travel, promotional, and restructuring expenses, partially offset by lower stock-based compensation costs.

Previous wording

Research and development expenses increased $0.3 million, or 6.0%, to $4.8 million for the six months ended June 30, 2026, compared with $4.5 million for the six months ended June 30, 2025. This increase was primarily due to an increase in compensation and project related costs.

Current wording

Research and development expenses increased $0.4 million, or 5.9%, to $7.0 million for the nine months ended September 30, 2026, compared with $6.6 million for the nine months ended September 30, 2025. This increase was primarily due to an increase in compensation and project related costs.

Previous wording

Amortization of intangible assets included in operating expenses decreased $0.7 million, or 29.4%, to $1.6 million for the six months ended June 30, 2026, compared with $2.3 million for the six months ended June 30, 2025.

Current wording

Amortization of intangible assets included in operating expenses decreased $1.2 million, or 36.9%, to $2.0 million for the nine months ended September 30, 2026, compared with $3.2 million for the nine months ended September 30, 2025.

Previous wording

We recorded a non-cash goodwill impairment charge of $48.0 million for the six months ended June 30, 2025, following an analysis triggered by the sustained decrease in our stock price, our recent operating results, liquidity risk and the then-current macroeconomic conditions impacting the life sciences industry.

Current wording

We recorded a non-cash goodwill impairment charge of $48.0 million for the nine months ended September 30, 2025, following an analysis triggered by the sustained decrease in our stock price, our recent operating results, liquidity risk and the then-current macroeconomic conditions impacting the life sciences industry.

Previous wording

Other operating expenses for the six months ended June 30, 2026 were $0.6 million, compared with $0.5 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, other operating expenses included $0.6 million of restructuring costs in connection with Project Viking. During the six months ended June 30, 2025, other operating expenses included a fee of $0.4 million in connection with the receipt of employee retention credits under the CARES Act and restructuring costs of $0.1 million.

Current wording

Other operating expenses for the nine months ended September 30, 2026 were $1.2 million, compared with $0.5 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, other operating expenses included $0.8 million of restructuring costs in connection with Project Viking and $0.4 million of restructuring costs in connection with our sales, services and marketing organizations. During the nine months ended September 30, 2025, other operating expenses included a fee of $0.3 million in connection with the receipt of employee retention credits under the CARES Act and restructuring costs of $0.2 million.

Previous wording

Interest expense increased $1.6 million, or 82.1%, to $3.5 million for the six months ended June 30, 2026, compared with $1.9 million for the six months ended June 30, 2025. The increase was primarily due to higher average borrowings and a higher effective interest rate during the period compared to prior year.

Current wording

Interest expense increased $2.0 million, or 62.8%, to $5.3 million for the nine months ended September 30, 2026, compared with $3.3 million for the nine months ended September 30, 2025. The increase was primarily due to higher average borrowings and a higher effective interest rate during the period compared to prior year.

Previous wording

Other expense, net for the six months ended June 30, 2026, was $0.5 million which was primarily related to costs of $0.4 million in connection with the Company’s reverse stock split. Other expenses, net for the six months ended June 30, 2025, were $0.6 million, which was primarily related to loss on foreign currency.

Current wording

Other (income) expense, net for the nine months ended September 30, 2026, was $0.3 million which was primarily related to costs of $0.5 million in connection with the Company’s reverse stock split offset by a net settlement of $(0.3) million related to a settlement agreement with two counterparties relating to professional liability claims arising from a lawsuit that was settled in April 2022. Other expenses, net for the nine months ended September 30, 2025, were $0.6 million, which was primarily related to loss on foreign currency.

Previous wording

The income tax expense (benefit) was $0.1 million and $(0.4) million for the six months ended June 30, 2026 and 2025, respectively. The effective tax rates for the six months ended June 30, 2026 and 2025 were (2.1)% and 0.8%, respectively. The lower effective tax rate during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to the tax effect of goodwill impairment.

Current wording

The income tax expense (benefit) was $0.1 million and $(0.3) million for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rates for the nine months ended September 30, 2026 and 2025 were (0.7)% and 0.6%, respectively. The lower effective tax rate during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, was primarily due to the tax effect of goodwill impairment, nondeductible stock compensation and a benefit for reserves related to prior year tax positions.

Previous wording

Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our shelf registration statement that provides for the issuance of common stock, preferred stock, warrants and units up to an amount equal to $100 million (the “2024 Shelf Registration Statement”). Our expected cash outlays relate primarily to cash payments due under our Loan and Security Agreement (the “2025 Loan Agreement”), entered into with certain financial institutions party thereto as lenders and BroadOak Income Fund, L.P., as the administrative agent and collateral agent on December 17, 2025, as well as salaries, inventory, capital expenditures, and other operating costs. We held cash and cash equivalents of $6.5 million and $8.6 million as of June 30, 2026 and December 31, 2025, respectively. Borrowings outstanding were $40 million as of June 30, 2026 and December 31, 2025, respectively.

Current wording

Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our shelf registration statement that provides for the issuance of common stock, preferred stock, warrants and units up to an amount equal to $100 million (the “2024 Shelf Registration Statement”). In addition, we are exploring the potential conversion of our Term A Loan to a revolver facility in order to improve our liquidity position. Our expected cash outlays relate primarily to cash interest payments due under our Loan and Security Agreement (the “2025 Loan Agreement”), entered into with certain financial institutions party thereto as lenders and BroadOak Income Fund, L.P., as the administrative agent and collateral agent on December 17, 2025, as well as salaries, inventory, capital expenditures, and other operating costs. We held cash and cash equivalents of $4.9 million and $8.6 million as of September 30, 2026 and December 31, 2025, respectively. Borrowings outstanding were $40 million as of September 30, 2026 and December 31, 2025.

Previous wording

The Coronavirus Aid, Relief, and Economic Security Act of 2020 provided an employee retention tax credit (“ERTC”) that was a refundable tax credit against certain employer taxes. The Company received ERTC refunds of $3.6 million during the year ended December 31, 2025. The Company’s compliance with the program’s qualifications may be subject to audit until May 2029, which is when the statute of limitation expires.

Current wording

The Coronavirus Aid, Relief, and Economic Security Act of 2020 provided an employee retention tax credit (“ERTC”) that was a refundable tax credit against certain employer taxes. The Company received ERTC refunds of $3.6 million and $3.2 million during fiscal year 2025 and 2024, respectively. The Company’s compliance with the program’s qualifications may be subject to audit until May 2029, which is when the statute of limitation expires.

Previous wording

Cash (used in) provided by operations was $(0.3) million and $5.7 million for the six months ended June 30, 2026 and 2025, respectively. Net loss after adding back non-cash items, was $(2.1) million for the six months ended June 30, 2026, compared to $(0.6) million for the six months ended June 30, 2025. Cash flow from operations for the six months ended June 30, 2026 was negatively impacted by cash outflows from inventories of $1.7 million, compared with a favorable impact to cash flows of $1.6 million for the six months ended June 30, 2025. Cash flow from operations for the six months ended June 30, 2026 was also negatively impacted by $0.4 million of prepaid inventory and insurance. The change in accounts receivable for the six months ended June 30, 2026 had a favorable impact of $1.5 million compared to a favorable impact of $3.2 million for the six months ended June 30, 2025.

Current wording

Cash (used in) provided by operations was $(0.6) million and $6.8 million for the nine months ended September 30, 2026 and 2025, respectively. Net loss after adding back non-cash items, was $(2.9) million for the nine months ended September 30, 2026, compared to $0.2 million for the nine months ended September 30, 2025, which was primarily driven by increased interest expense and restructuring costs. Cash flow from operations for the nine months ended September 30, 2026 was negatively impacted by cash outflows from inventories of $3.4 million, compared with a favorable impact to cash flows of $2.3 million for the nine months ended September 30, 2025.

Previous wording

Cash used in investing activities was $1.5 million and $0.9 million for the six months ended June 30, 2026 and 2025, respectively. Cash used in investing activities for the six months ended June 30, 2026 consisted of $1.1 million of capital expenditures and $0.4 million of capitalized software development. Cash used in investing activities for the six months ended June 30, 2025 consisted of $0.6 million of capital expenditures and $0.3 million of capitalized software development.

Current wording

Cash used in investing activities was $2.9 million and $1.3 million for the nine months ended September 30, 2026 and 2025, respectively. Cash used in investing activities for the nine months ended September 30, 2026 consisted of $1.6 million of capital expenditures and $0.8 million of capitalized software development. Cash used in investing activities for the nine months ended September 30, 2025 consisted of $0.8 million of capital expenditures and $0.5 million of capitalized software development.

Previous wording

Cash used in financing activities was $0.05 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we paid $0.1 million in debt issuance costs as part of the 2025 Loan Agreement and we received $0.1 million in cash proceeds from the exercise of warrants.

Current wording

Cash used in financing activities was $0.1 million and $3.7 million for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, we paid $0.1 million in debt issuance costs as part of the 2025 Loan Agreement and we received $0.1 million in cash proceeds from the exercise of warrants.

Previous wording

During the three months ended June 30, 2026, changes in foreign currency exchange rates resulted in a favorable effect on revenues of $0.1 million and an unfavorable effect on expenses of $0.1 million. During the six months ended June 30, 2026, changes in foreign currency exchange rates resulted in a favorable effect on revenues of $0.8 million and an unfavorable effect on expenses of $0.1 million.

Current wording

During the three months ended September 30, 2026, changes in foreign currency exchange rates resulted in an unfavorable effect on revenues of $(0.1) million and an unfavorable effect on expenses of $0.1 million. During the nine months ended September 30, 2026, changes in foreign currency exchange rates resulted in a favorable effect on revenues of $0.7 million and an unfavorable effect on expenses of $(0.1) million.

Previous wording

The (loss) gain associated with the translation of our foreign equity into U.S. dollars included as a component of other comprehensive loss was $(0.1) million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively and $(0.7) million and $3.9 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

The (loss) gain associated with the translation of our foreign equity into U.S. dollars included as a component of other comprehensive loss was $(0.1) million and $(0.8) million for the three months ended September 30, 2026 and 2025, respectively and $(0.8) million and $3.2 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Currency exchange rate fluctuations included as a component of net loss resulted in currency losses (gain) of $(0.1) million and $0.4 million for three months ended June 30, 2026 and 2025, respectively, and $(0.1) million and $0.6 million for both the six months ended June 30, 2026 and 2025, respectively.

Current wording

Currency exchange rate fluctuations included as a component of net loss resulted in currency losses (gain) of $0.1 million and $(0.1) million for three months ended September 30, 2026 and 2025, respectively, and $(0.1) million and $0.6 million for the nine months ended September 30, 2026 and 2025, respectively.