UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2022 (the “Initial 8-K”), Harvard Bioscience, Inc. (the “Company”) appointed Jennifer Cote to serve as the Company’s Interim Chief Financial Officer and Treasurer effective January 1, 2023 (the “Effective Date”). The information set forth in the Initial 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Interim Chief Financial Officer.
In connection with the appointment of Jennifer Cote as the Company’s Interim Chief Financial Officer and Treasurer, the Company and Ms. Cote entered into a letter agreement (the “Letter Agreement”) dated December 29, 2022. The Letter Agreement provides that, as of the Effective Date, Ms. Cote will receive an annual base salary of $270,000.00. Ms. Cote will also be eligible to receive a cash bonus equal to 25% of her base salary earned in 2023, payable in quarterly installments on March 31, June 30, September 30, and December 31, 2023. Payment of the cash bonus is subject to Ms. Cote’s employment by the Company on the applicable payment date and is in addition to any cash incentive bonus that she may be eligible to receive for service in 2023. Ms. Cote is also eligible to receive a one-time equity award consisting of time-based restricted stock units having a grant date value of $75,000.00 and vesting on December 29, 2023. The one-time equity award is subject to approval of the Compensation Committee of the Company’s Board of Directors and is in addition to any other equity awards that Ms. Cote may be eligible to receive in 2023. All other terms and conditions of Ms. Cote’s at-will employment, including those in her April 28, 2022 offer letter, remain in full force and effect.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the complete text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Ms. Cote’s April 28, 2022 offer letter with the Company is attached hereto as Exhibit 10.2.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits | ||
| Exhibit Number | Description | |
| 10.1 | Letter Agreement between Jennifer Cote and the Company dated December 29, 2022. | |
| 10.2 | Offer Letter between Jennifer Cote and the Company dated April 28, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document). | |
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 3, 2023 | By: | /s/ John Fry |
| John Fry | ||
| Chief Legal Counsel and Secretary | ||