What the changes say
- The company faces heavy debt constraints under a 40.0 million dollar credit agreement and is restructuring manufacturing via Project Viking.
- Prior going concern doubts were dropped following debt adjustments and remediation of material control weaknesses.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
We have recently announced a strategic consolidation of manufacturing operations, known as Project Viking, in connection with which we have incurred and will continue to incur restructuring costs; we may not realize the expected benefits of Project Viking or any future initiatives to reduce operating expenses
Project Viking restructuring may incur excess costs, fail to improve efficiency, or cause revenue loss.
- NewRisks Related to Our Business
Our current credit agreement provides for term loans totaling $40.0 million (collectively, the “Credit Agreement”). As of December 31, 2025, we had outstanding borrowings of $40 million under the Credit Agreement
A 40.0 million dollar credit agreement imposes strict financial and negative covenants on debt, investments, and dividends.
- NewRisks Related to Our Business
Further, based upon our actual performance levels, our covenant relating to minimum liquidity level could limit our ability to incur additional debt, which could hinder our ability to execute our current business strategy
Minimum liquidity covenants could restrict new debt, while past material weaknesses in internal controls threaten accurate financial reporting.
Dropped
- DroppedRisks Related to Going Concern
There is substantial doubt about our ability to continue as a going concern
Substantial doubt about going concern due to 37.4 million dollar debt and covenant breach.
- DroppedRisks Related to Our Business
We may incur additional restructuring costs or not realize the expected benefits of our initiatives to reduce operating expenses in the future
- DroppedRisks Related to Our Business
Third parties may seek to hold us responsible for Harvard Apparatus Regenerative Technologies, Inc.’s (“HRGN”) (formerly known as Biostage, Inc.) liabilities, including liabilities that HRGN has assumed from us
Reworded
- 65% rewrittenRisks Related to Our Business
Our business is subject to economic, political and other risks associated with international sales and operations
Retained identical text regarding international sales, manufacturing facilities, and supplier locations outside the United States.
- 55% rewrittenRisks Related to Our Common Stock
Our stock price has fluctuated and decreased significantly in the past and could experience substantial additional declines in the future
Removed the going concern doubt factor from the list of historical triggers for stock price volatility and decline.
Was: Our stock price has fluctuated in the past and could experience substantial additional declines in the future
All 24 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Industry
- 01The life sciences industry is very competitive, and many of our competitors have greater resources than we have
- 02A portion of our revenues is derived from customers in the pharmaceutical and biotechnology industries and is subject to the risks faced by those industries. Such risks may materially and adversely affect our financial results
- 03Changes in government regulations may reduce demand for our products, adversely impact our revenues, or increase our expenses
Risks Related to Our Business
- 04Reductions in customers ’ research budgets due to fluctuations in government funding or delays in government funding may adversely affect our business
- 05We have recently announced a strategic consolidation of manufacturing operations, known as Project Viking, in connection with which we have incurred and will continue to incur restructuring costs; we may not realize the expected benefits of Project Viking or any future initiatives to reduce operating expensesNew
- 06Our business is subject to economic, political and other risks associated with international sales and operations65% rewritten
- 07Our current credit agreement provides for term loans totaling $40.0 million (collectively, the “Credit Agreement”). As of December 31, 2025, we had outstanding borrowings of $40 million under the Credit AgreementNew
- 08Further, based upon our actual performance levels, our covenant relating to minimum liquidity level could limit our ability to incur additional debt, which could hinder our ability to execute our current business strategyNew
- 09Foreign currency exchange rate fluctuations may have a negative impact on our reported earnings
- 10Failure or inadequacy of our information technology infrastructure or software could adversely affect our day-to-day operations and decision-making processes and have an adverse effect on our performance
- 11An information security incident, including a cybersecurity breach, could have a negative impact on our business or reputation
- 12We may be unable to renew leases or enter into new leases on favorable terms or at all
- 13If we are not able to manage our growth, our operating profits may be adversely impacted
- 14We may incur a variety of costs in connection with acquisitions we may seek to consummate in the future, and we may never realize the anticipated benefits of our acquisitions due in part to difficulties integrating the businesses, operations and product lines
- 15If we fail to retain key personnel and hire, train and retain qualified employees, we may not be able to compete effectively, which could result in reduced revenue or increased costs
- 16Our success will depend partly on our ability to operate without infringing on or misappropriating the intellectual property rights of others
Risks Related to Our Common Stock
- 17Our stock price has fluctuated and decreased significantly in the past and could experience substantial additional declines in the future55% rewritten
- 18technological innovations by competitors or in competing technologies
- 19If we raise additional funds through the sale of equity or convertible debt or other equity-linked securities, investors may experience significant dilution of their ownership interest
General Risks
- 20Epidemics and pandemics have had, and in the future may have, a material adverse impact on our business
- 21If we incur higher costs as a result of trade policies, treaties, government regulations or tariffs, we may become less profitable
- 22We may be the subject of lawsuits from counterparties to acquisitions and divestitures, including an acquiring company or its stockholders, an acquired company ’ s previous stockholders, a divested company ’ s stockholders or our current stockholders
- 23Rising commodity and precious metals costs could adversely impact our profitability
- 24Provisions of Delaware law, or of our charter and bylaws may make a takeover more difficult, which could cause our stock price to decline
Other Harvard Bioscience 10-Ks
- FY2024 10-K risk factors24 risks
The company faces substantial going concern doubt due to a $37.4 million debt default under its Credit Agreement. Heavy reliance on pharmaceutical, biotechnology, and academic research budgets exposes earnings to funding cuts. Operations are heavily exposed to international markets, foreign currency fluctuations, and trade policy risks.
Filed Mar 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.