Harvard Apparatus Regenerative Technology, Inc.

Previous wording

In some cases, you can identify forward-looking statements by terms such as“believe,”* “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “could,” “would,” “target,” “seek,” “aim,” “believe,” “predicts,” “think,” “objectives,” “optimistic,” “new,” “goal,” “strategy,” “potential,” “likely,” “will,” “expect,” “plan” “project,” “permit”and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the*“SEC”) on March 31, 2025. You should carefully review all of these factors, as well as the comprehensive discussion of forward-looking statements on page 3 of this Quarterly Report on Form 10-Q.

Current wording

In some cases, you can identify forward-looking statements by terms such as“believe,”* “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “could,” “would,” “target,” “seek,” “aim,” “predicts,” “think,” “objectives,” “optimistic,” “new,” “goal,” “strategy,” “potential,” “likely,” “will,” “expect,” “plan,” “project,” “permit”and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the*“SEC”) on March 19, 2026. You should carefully review all of these factors, as well as the comprehensive discussion of forward-looking statements on page 3 of this Quarterly Report on Form 10-Q.

Previous wording

We are a clinical-stage biotechnology company focused on the development of regenerative medicine treatments for disorders of the gastro-intestinal system and other organs that result from cancer, trauma or birth defects.

Current wording

We are a clinical-stage biotechnology company developing regenerative-medicine treatments for disorders of the gastro-intestinal system and other organs that result from cancer, trauma or birth defects.

Previous wording

We believe that our technology represents a next generation solution for restoring organ function because it allows the patient to regenerate their own organ, thus eliminating the need for human donor or animal transplants, the sacrificing of another of the patient’s own organs or permanent artificial implants.

Current wording

Our technology is based on our proprietary cell-therapy platform that uses a patient’s own stem cells to regenerate and restore function to damaged organs. We believe that our technology represents a next generation solution for restoring organ function because it allows the patient to regenerate their own organ, thus eliminating the need for human donor or animal transplants, the sacrificing of another of the patient’s own organs or permanent artificial implants.

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 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).

Current wording

In addition to our development of regenerative medicine treatments, we also sell dietary supplements. Our subsidiary in Hong Kong, Harvard Apparatus Regenerative Technology Limited, or Consumer Health Products, focuses on sales of consumer health products. Consumer Health Products plans to include a broad range of products focused on personal healthcare including dietary supplements. These products are commercially marketed to the general public and initially targeted at consumers in Asia through eCommerce (online sales).

Previous wording

Since our incorporation, we have devoted substantially all of our resources to developing our programs, building our intellectual property portfolio, business planning, raising capital and providing selling, general and administrative support for these operations. To date, we have financed our operations with proceeds from the sales of Common Stock, Preferred Stock and warrants. In December 2017, we sold the inventory and rights to manufacture and sell research-only versions of our bioreactors to Harvard Bioscience.

Current wording

Since our incorporation, we have devoted substantially all of our resources to developing our programs, building our intellectual property portfolio, business planning, raising capital and providing selling, general and administrative support for these operations. To date, we have financed our operations with proceeds from the sales of Common Stock, Preferred Stock and warrants.

Previous 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.

Current wording

We have incurred substantial operating losses since our inception, and as of March 31, 2026, had an accumulated deficit of approximately $108.2 million and will require additional financing to fund future operations. We expect that our operating cash on-hand as of March 31, 2026 of approximately $0.4 million and debt financing of $0.5 million in gross proceeds received subsequent to March 31, 2026 will enable us to fund our operating expenses and capital expenditure requirements into the second quarter of 2026. We expect to continue to incur operating losses and negative cash flows from operations for 2026 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 fourth 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 second quarter of 2026, 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.

Current wording

Product revenue. Product revenue consists of consumer health product sales in the Asia region.

Previous wording

Other income (expense), net. Other income (expense), net, consists primarily of interest expense on convertible debt and finance charges on insurance installment payments offset by interest income.

Current wording

Other income (expense), net. Other income (expense), net, consists primarily of finance charges on insurance installment payments offset by interest income.

Previous wording

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

Current wording

The following table summarizes the results of our operations for the three months ended March 31, 2026 and 2025 (in thousands):

Previous 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.

Current wording

Product revenue was $226,000 and $45,000 for the three months ended March 31, 2026 and 2025, respectively. The $181,000 increase, representing a 402% 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 $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.

Current wording

Cost of sales was $206,000 and $33,000 for the three months ended March 31, 2026 and 2025, respectively. The increase reflects scaling of operations to match higher sales.

Previous 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.

Current wording

Research and development expense decreased approximately 6%, to approximately $0.56 million for the three months ended March 31, 2026 as compared to approximately $0.60 million for the three months ended March 31, 2025. This decrease was primarily reflecting lower preclinical spend.

Previous wording

General and administrative expense decreased approximately $0.1 million, or 9%, to approximately $1.0 million for the three months ended September 30, 2025 as compared to approximately $1.1 million for the three months ended September 30, 2024. This decrease is mainly due to reduced insurance premiums and lower share-based compensation expense.

Current wording

General and administrative expense decreased approximately 2%, to approximately $1.0 million for the three months ended March 31, 2026 as compared to approximately $1.1 million for the three months ended March 31, 2025. This decrease is mainly due to one-time employee related costs in the prior period.

Previous 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.

Current wording

During the three months ended March 31, 2026 and 2025, we recorded interest income of approximately $2,000 and $13,000, respectively, earned from our money market account.

Previous 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.

Current wording

During the three months ended March 31, 2026 and 2025 we recorded interest expense of approximately $2,000 on insurance installment payments.

Previous 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.

Current wording

For the three months ended March 31, 2026, we recorded approximately $5,000 in other income from sublease activity. These activities are part of our ongoing efforts to optimize the use of our facilities and engage with stakeholders.

Previous 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.

Current wording

Sources of liquidity. We have incurred operating losses since inception, and as of March 31, 2026, we had an accumulated deficit of approximately $108.2 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.

Previous wording

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

Current wording

The following table sets forth the primary uses of cash for the three months ended March 31, 2026 and 2025 (in thousands):

Previous 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.

Current wording

Operating activities. Net cash used in operating activities of approximately $0.9 million for the three months ended March 31, 2026 was due primarily to our net loss of approximately $1.6 million offset by adjustments for non-cash items of approximately $0.7 million due to non-cash expenses for share-based compensation, depreciation and amortization, and a negligible change 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 $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.

Current wording

Net cash used in operating activities of approximately $0.8 million for the three months ended March 31, 2025 was due primarily to our net loss of approximately $1.7 million offset by adjustments for non-cash items of approximately $0.5 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, deferred financing costs, long-term prepaid contracts, accounts payable and accrued expenses.