UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
_____________________
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 28, 2024, Harvard Bioscience, Inc. (the “Company”) entered into a third amendment (the “Third Amendment”) to the Credit Agreement (the “Credit Agreement”), dated as of December 22, 2020, among the Company, the lenders party thereto (the “Lenders”), and Citizens Bank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”), as further amended, restated, supplemented or otherwise modified from time to time.
The Credit Agreement provides that Consolidated EBITDA (as defined therein) may be increased by, among other things, the amount of certain non-recurring costs and expenses, provided that the amount of such increase shall not in any period exceed 10% of Consolidated EBITDA (the “10% Cap”).
Pursuant to the Third Amendment, the Lenders and the Administrative Agent agreed to modify the definition of “Consolidated EBITDA” to provide that, notwithstanding the 10% Cap, Consolidated EBITDA may be increased by the amount of (i) the commission fee expected to be paid by the Company in relation to the Employee Retention Credit received in the fiscal year ending on or before December 31, 2024; and (ii) reserves and expenses related to finalizing an escheatment audit with the State of Delaware in a total amount equal to or around $600,000 expected to be paid during the second quarter of 2024.
The Third Amendment further provides that there are no fees, expenses or disbursements required to be paid in connection with the Third Amendment (other than reimbursable attorney costs as provided in Section 10.3 of the Credit Agreement).
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 | Other Items. |
As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company received a cash payment of $3.1 million in connection with employee retention credits pursuant to the Coronavirus Aid, Relief, and Economic Security Act. This amount was received in the first quarter of 2024. The Company expects to receive additional cash payments of $3.1 million in connection with such credits during fiscal year 2024. The Company expects to incur an aggregate commission fee of approximately $1 million in connection with such credits.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | Third Amendment to Credit Agreement, dated March 28, 2024 among Harvard Bioscience, Inc., Citizens Bank, N.A., as the administrative agent, and the lenders party thereto. |
| 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.
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HARVARD BIOSCIENCE, INC.
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| By: |
/s/ John Fry | ||
| Name: | John Fry | ||
| Title: | Chief Legal Counsel and Secretary | ||
| Date: April 3, 2024 |