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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/19/23 Harvard Bioscience Inc. 8-K:5,9 1/18/23 11:216K Globenewswire Inc./FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-10.1 Material Contract HTML 25K 6: R1 Cover HTML 45K 9: XML IDEA XML File -- Filing Summary XML 11K 7: XML XBRL Instance -- f8k_011823_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- hbio-20230118_lab XML 96K 5: EX-101.PRE XBRL Presentations -- hbio-20230118_pre XML 64K 3: EX-101.SCH XBRL Schema -- hbio-20230118 XSD 13K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001171843-23-000339-xbrl Zip 24K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): i January 18, 2023
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 001-33957 | i 04-3306140 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 |
| i Common Stock, $0.01 par value | i HBIO | i 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company i ☐
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. ☐
C:
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On December 7, 2022, Michael Rossi notified Harvard Bioscience, Inc. (the “Company”) of his resignation as the Company’s Chief Financial Officer and Treasurer effective December 31, 2022. In connection with Mr. Rossi’s resignation, the Company and Mr. Rossi entered into a Separation Agreement and Release (the “Separation Agreement”) dated January 18, 2023. The full text of the Separation Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The following description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement.
Under the Separation Agreement, Mr. Rossi will be required to provide transition assistance and will remain an employee of the Company through May 10, 2023 (the “Separation Date”). Provided that Mr. Rossi has not revoked the Separation Agreement, (i) the Company will continue to pay Mr. Rossi’s base salary for the period between January 1, 2023 and the Separation Date; and (ii) Mr. Rossi will continue to participate in all applicable employee benefit plans through the Separation Date.
Mr. Rossi’s receipt of payments under the Separation Agreement is conditioned on Mr. Rossi’s continued adherence to his existing agreements concerning post-employment obligations and his execution and non-revocation of a release of all claims in favor of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description | |
| 10.1 | Separation Agreement and Release between the Company and Mr. Rossi dated January 18, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
C:
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: January 19, 2023 | By: | /s/ John Fry | |
| John Fry | |||
| Chief Legal Counsel and Secretary | |||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/10/23 | ||||
| Filed on: | 1/19/23 | |||
| For Period end: | 1/18/23 | |||
| 1/1/23 | 3 | |||
| 12/31/22 | ||||
| 12/7/22 | 8-K, 8-K/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Harvard Bioscience Inc. 10-K 12/31/23 113:9.7M Globenewswire Inc./FA 4/26/23 Harvard Bioscience Inc. 10-Q 3/31/23 78:5.2M Globenewswire Inc./FA 3/09/23 Harvard Bioscience Inc. 10-K 12/31/22 112:10M Globenewswire Inc./FA |