Harvard Apparatus Regenerative Technology, Inc.

Previous wording

In addition to our development of regenerative medicine treatments, we also sell dietary supplements. In the second quarter of 2023, the Company’s subsidiary in Hong Kong, Consumer Health Products started focusing on consumer health products. Consumer Health Products plans to include a broad range of products focused on personal healthcare including dietary supplements. Consumer Health Products started selling consumer health supplements in the third quarter of 2023. These products are commercially marketed to the general public and currently targeted at consumers in Asia through eCommerce (online sales).

Current wording

In addition to our development of regenerative medicine treatments, we also sell dietary supplements. In the second quarter of 2023, the Company’s subsidiary in Hong Kong, Consumer Health Products started focusing on consumer health products. Consumer Health Products includes a broad range of products focused on personal healthcare including dietary supplements. Consumer Health Products started selling consumer health supplements in the third quarter of 2023. These products are commercially marketed to the general public and currently targeted at consumers in Asia through eCommerce (online sales).

Previous wording

We have incurred substantial operating losses since our inception, and as of June 30, 2025, had an accumulated deficit of approximately $103.2 million and will require additional financing to fund future operations. We expect that our operating cash on-hand as of June 30, 2025 of approximately $0.8 million and equity financing of $2 million in gross proceeds received subsequent to June 30, 2025 will enable us to fund our operating expenses and capital expenditure requirements into the fourth quarter of 2025. We expect to continue to incur operating losses and negative cash flows from operations for 2025 and in future years. Therefore, as disclosed in Note 1 to our Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q, these conditions raise substantial doubt about our ability to continue as a going concern.

Current wording

We have incurred substantial operating losses since our inception, and as of September 30, 2025, had an accumulated deficit of approximately $104.9 million and will require additional financing to fund future operations. We expect that our operating cash on-hand as of September 30, 2025 of approximately $1.3 million will enable us to fund our operating expenses and capital expenditure requirements into the fourth quarter of 2025. We expect to continue to incur operating losses and negative cash flows from operations for 2025 and in future years. Therefore, as disclosed in Note 1 to our Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q, these conditions raise substantial doubt about our ability to continue as a going concern.

Previous wording

We will need to raise additional capital to fund our current operations. In the event we do not raise additional capital from outside sources during the third quarter of 2025, we may be forced to curtail or cease our operations.

Current wording

We will need to raise additional capital to fund our current operations. In the event we do not raise additional capital from outside sources during the fourth quarter of 2025, we may be forced to curtail or cease our operations.

Previous wording

Product revenue. Product revenue consists of consumer health product sales, launched in Asia in the third quarter of 2023. We had not generated any revenue prior to the launch of our consumer health products.

Current wording

Product revenue. Product revenue consists of consumer health product sales, launched in Asia in the third quarter of 2023.

Previous wording

The following table summarizes the results of our operations for the three and six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table summarizes the results of our operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Product revenue was $317,000 and $56,000 for the three months ended June 30, 2025 and 2024, respectively. The $261,000 increase, representing a 466% growth, was driven by expanded distribution and new product launches within our Health Regen segment, including CoQ-10 and sleep aid gummies, alongside continued strong performance from our existing offerings such as Liver Guard.

Current wording

Product revenue was $123,000 and $59,000 for the three months ended September 30, 2025 and 2024, respectively. The $64,000 increase, representing a 108% growth, was driven by expanded distribution and new product launches within our Consumer Health segment, including CoQ-10 and sleep aid gummies, alongside continued strong performance from our existing offerings such as Liver Guard.

Previous wording

Cost of sales was $335,000 and $25,000 for the six months ended June 30, 2025 and 2024, respectively. The increase reflects scaling of operations to match higher sales.

Current wording

Cost of sales was $112,000 and $70,000 for the three months ended September 30, 2025 and 2024, respectively. The increase reflects scaling of operations to match higher sales.

Previous wording

Research and development expense increased approximately $0.06 million, or 9%, to approximately $0.7 million for the three months ended June 30, 2025 as compared to approximately $0.6 million for the three months ended June 30, 2024. This increase was primarily due to increased clinical trial and preclinical trial activities.

Current wording

Research and development expense increased approximately $0.1 million, or 18%, to approximately $0.7 million for the three months ended September 30, 2025 as compared to approximately $0.6 million for the three months ended September 30, 2024. This increase was primarily reflecting higher clinical trial activity, partially offset by lower preclinical spend.

Previous wording

Selling and marketing expense decreased approximately $0.2 million, or 101%, for the three months ended June 30, 2025 as compared to approximately $0.2 million for the three months ended June 30, 2024 The reduction primarily stems from a change in our sales strategy, moving from direct sales to distribution partnerships.

Current wording

Selling and marketing expense decreased approximately $0.1 million, or 83%, for the three months ended September 30, 2025 as compared to approximately $0.1 million for the three months ended September 30, 2024 The reduction primarily reflects a strategic shift from direct in‑house sales to a distributor‑based model, which significantly lowered advertising and promotional costs, as well as a headcount reduction within the sales team implemented in the fourth quarter of 2024.

Previous wording

During the three months ended June 30, 2025, we recorded interest income of approximately $7,000 earned from our money market account. During the three months ended June 30, 2024, we generated no interest income.

Current wording

During the three months ended September 30, 2025 and 2024, we recorded interest income of approximately $11,000 and $10,000, respectively, earned from our money market account.

Previous wording

During the three months ended June 30, 2025, we recorded interest expense of approximately $3,000 on insurance installment payments. During the three months ended June 30, 2024, we recorded interest expense of approximately $10,000 on convertible debt and approximately $7,000 on insurance installment payments.

Current wording

During the three months ended September 30, 2025, we recorded interest expense of approximately $2,000 on insurance installment payments. During the three months ended September 30, 2024, we recorded interest expense of approximately $7,000 on convertible debt and approximately $4,000 on insurance installment payments.

Previous wording

For the three months ended June 30, 2025, we recognized total other income of approximately $6,000. This amount includes $2,000 in sublease income and $4,000 generated from hosting site visits. These activities are part of our ongoing efforts to optimize the use of its facilities and engage with stakeholders.

Current wording

For the three months ended September 30, 2025, we recorded approximately $5,000 in other income from sublease activity. These activities are part of our ongoing efforts to optimize the use of its facilities and engage with stakeholders.

Previous wording

Product revenue was $362,000 and $113,000 for the six months ended June 30, 2025 and 2024, respectively. The $249,000, representing a 220% growth, was driven by launching new offerings and extending our market reach within our Health Regen segment, including CoQ-10 and sleep aid gummies, alongside continued strong performance from our existing offerings such as Liver Guard..

Current wording

Product revenue was $485,000 and $172,000 for the nine months ended September 30, 2025 and 2024, respectively. The $313,000 growth, representing a 182% growth, was driven by launching new offerings and extending our market reach within our Consumer Health segment, including CoQ-10 and sleep aid gummies, alongside continued strong performance from our existing offerings such as Liver Guard.

Previous wording

Research and development expense decreased approximately $0.2 million, or 12%, to approximately $1.3 million for the six months ended June 30, 2025 as compared to approximately $1.5 million for the six months ended June 30, 2024. This decrease was primarily due to reduced share-based compensation expense during the current period.

Current wording

Research and development expense decreased approximately $0.1 million, or 4%, to approximately $2.0 million for the nine months ended September 30, 2025 as compared to approximately $2.0 million for the nine months ended September 30, 2024. This decrease was primarily due to reduced share-based compensation expense during the current period.

Previous wording

Selling and marketing expense decreased approximately $0.3 million, or 97% for the six months ended June 30, 2025 as compared to approximately $0.3 million for the six months ended June 30, 2024 The decrease was primarily driven by a strategic shift from direct in-house sales to a distributor-based model.

Current wording

Selling and marketing expense decreased approximately $0.4 million, or 92% for the nine months ended September 30, 2025 as compared to approximately $0.5 million for the nine months ended September 30, 2024 The decrease primarily reflects a strategic shift from direct in‑house sales to a distributor‑based model, which significantly lowered advertising and promotional costs, as well as a headcount reduction within the sales team implemented in the fourth quarter of 2024.

Previous wording

General and administrative expense decreased approximately $0.6 million, or 20%, to approximately $2.2 million for the six months ended June 30, 2025 as compared to approximately $2.8 million for the six months ended June 30, 2024. This decrease was primarily due to the recognition in the prior period of one-time offering costs totaling $0.5 million related to an anticipated offering that was not completed.

Current wording

General and administrative expense decreased approximately $0.7 million, or 17%, to approximately $3.3 million for the nine months ended September 30, 2025 as compared to approximately $3.9 million for the nine months ended September 30, 2024. This decrease was primarily due to the recognition in the prior period of one-time offering costs totaling $0.5 million related to an anticipated offering that was not completed.

Previous wording

During the six months ended June 30, 2025, we recorded interest income of approximately $20,000 earned from our money market account. During the six months ended June 30, 2024, we generated no interest income.

Current wording

During the nine months ended September 30, 2025 and 2024, we recorded interest income of approximately $31,000 and $9,000, respectively, earned from our money market account.

Previous wording

During the six months ended June 30, 2025, we recorded interest expense of approximately $5,000 on insurance installment payments. During the six months ended June 30, 2024, we recorded interest expense of approximately $16,000 on convertible debt and approximately $10,000 on insurance installment payments.

Current wording

During the nine months ended September 30, 2025, we recorded interest expense of approximately $7,000 on insurance installment payments. During the nine months ended September 30, 2024, we recorded interest expense of approximately $23,000 on convertible debt and approximately $13,000 on insurance installment payments.

Previous wording

For the six months ended June 30, 2025, we recognized total other income of approximately $6,000. This amount includes $2,000 in sublease income and $4,000 generated from hosting site visits. These activities are part of our ongoing efforts to optimize the use of its facilities and engage with stakeholders. During the six months ended June 30, 2024, we generated no other income.

Current wording

For the nine months ended September 30, 2025, we recognized total other income of approximately $11,000. This amount includes $7,000 in sublease income and $4,000 generated from hosting site visits. These activities are part of our ongoing efforts to optimize the use of its facilities and engage with stakeholders. During the nine months ended September 30, 2024, we generated no other income.

Previous wording

Sources of liquidity. We have incurred operating losses since inception, and as of June 30, 2025, we had an accumulated deficit of approximately $103.2 million. We are currently investing significant resources in the development and commercialization of our product candidates for use by clinicians and researchers in the fields of regenerative medicine and bioengineering. As a result, we expect to incur operating losses and negative operating cash flows for the foreseeable future. Therefore, as disclosed in Note 1 to our Condensed Consolidated Financial Statements, these conditions raise substantial doubt about our ability to continue as a going concern.

Current wording

Sources of liquidity. We have incurred operating losses since inception, and as of September 30, 2025, we had an accumulated deficit of approximately $104.9 million. We are currently investing significant resources in the development and commercialization of our product candidates for use by clinicians and researchers in the fields of regenerative medicine and bioengineering. As a result, we expect to incur operating losses and negative operating cash flows for the foreseeable future. Therefore, as disclosed in Note 1 to our Condensed Consolidated Financial Statements, these conditions raise substantial doubt about our ability to continue as a going concern.

Previous wording

The following table sets forth the primary uses of cash for the six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table sets forth the primary uses of cash for the nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Operating activities. Net cash used in operating activities of approximately $1.7 million for the six months ended June 30, 2025 was due primarily to our net loss of approximately $3.5 million offset by adjustments for non-cash items of approximately $1.1 million due to non-cash expenses for share-based compensation, depreciation and amortization, and an approximately $0.7 million increase to cash from changes in working capital due to the timing of payments for accounts receivable, inventory, prepaid expenses, long-term prepaid contracts, accounts payable, deferred revenue and accrued expenses.

Current wording

Operating activities. Net cash used in operating activities of approximately $3.2 million for the nine months ended September 30, 2025 was due primarily to our net loss of approximately $5.2 million offset by adjustments for non-cash items of approximately $1.6 million due to non-cash expenses for share-based compensation, depreciation and amortization, and an approximately $0.4 million increase to cash from changes in working capital due to the timing of payments for accounts receivable, inventory, prepaid expenses, long-term prepaid contracts, accounts payable, deferred revenue and accrued expenses.

Previous wording

Net cash used in operating activities of approximately $2.3 million for the six months ended June 30, 2024 was due primarily to our net loss of approximately $4.5 million offset by adjustments for non-cash items of approximately $1.1 million due to non-cash expenses for share-based compensation, depreciation and amortization, and an approximately $1.1 million increase to cash from changes in working capital due to the timing of payments for accounts receivable, inventory, prepaid expenses, deferred financing costs, long-term prepaid contracts, accounts payable and accrued expenses.

Current wording

Net cash used in operating activities of approximately $3.7 million for the nine months ended September 30, 2024 was due primarily to our net loss of approximately $6.4 million offset by adjustments for non-cash items of approximately $1.9 million due to non-cash expenses for share-based compensation, depreciation and amortization, and an approximately $0.8 million increase to cash from changes in working capital due to the timing of payments for accounts receivable, inventory, prepaid expenses, deferred financing costs, long-term prepaid contracts, accounts payable and accrued expenses.

Previous wording

Financing activities. During the six months ended June 30, 2025, we did not generate cash from financing activities. In comparison, net cash provided by financing activities during the six months ended June 30, 2024 totaled approximately $2.0 million. This amount consisted of $0.5 million in net proceeds from debt financing and $1.5 million from a private placement transaction that resulted in the issuance of 367,767 shares of our common stock at a purchase price of $4.03 per share to a group of investors.

Current wording

Financing activities. During the nine months ended September 30, 2025, we generated approximately $2.0 million in net cash from financing activities through a private placement, resulting in the issuance of 1,250,000 shares of our Common Stock. In comparison, net cash provided by financing activities during the nine months ended September 30, 2024 totaled approximately $6.9 million. This included net proceeds of $0.5 million from debt financing, $0.4 million from stock warrant exercises, and $6.5 million from private placement transactions, which resulted in the issuance of 1,756,655 shares of our Common Stock to a group of investors. The $0.5 million in debt was repaid in August 2024.