8-K 1 f8k_030620.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 2, 2020

HARVARD BIOSCIENCE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware | 001-33957 | 04-3306140
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number)

84 October Hill Road, Holliston, MA 01746

(Address of Principal Executive Offices) (Zip Code)

(508) 893-8999

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 par value | HBIO | The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-1 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

| Item 1.01. | Entry into a Material Definitive Agreement.

As of March 2, 2020, Harvard Bioscience, Inc. (the “Company”) and Chane Graziano, the former Chief Executive Officer of the Company, entered into a Consulting Agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Graziano has agreed to consult with the Company, as requested by the Company. The Company will reimburse Mr. Graziano for reasonable out-of-pocket travel expenses related thereto. The Consulting Agreement also provides, among other things, that Mr. Graziano or his representatives will vote all shares of the Company’s common stock beneficially owned by him in accordance with the recommendations of the Board of Directors of the Company. Based solely upon ownership information provided to the Company by Mr. Graziano, he is the beneficial owner of approximately 2.5 million shares of our common stock, which excludes shares owned by his family members that are not controlled by Mr. Graziano.

A copy of the Consulting Agreement is attached as Exhibit 10.1 hereto and is incorporated by reference. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement.

| Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number |  | Description
10.1 |  | Consulting Agreement, dated as of March 2, 2020, by and between Harvard Bioscience, Inc. and Chane Graziano.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| HARVARD BIOSCIENCE, INC.
Date: March 6, 2020 | By: | /s/ James Green |
|  | James Green |
|  | Chief Executive Officer |