10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2015

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-35853

HARVARD APPARATUS

REGENERATIVE TECHNOLOGY,

INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	45-5210462
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

84 October Hill Road, Suite 11, Holliston, MA	01746
(Address of Principal Executive Offices)	(Zip Code)

(774) 233-7300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x YES ¨ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES ¨ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ YES x NO

As of August 12, 2015, there were 12,023,335 shares of common stock, par value $0.01 per share, outstanding.

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.

Form 10-Q

For the Quarter Ended June 30, 2015

INDEX

		Page
PART I-FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (unaudited)	3
	Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2015 and 2014 (unaudited)	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 (unaudited)	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
PART II-OTHER INFORMATION		15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 6.	Exhibits	16
SIGNATURES		17

2 

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except par value and share data)

	June 30,			December 31,
	2015			2014
ASSETS
Current assets:
Cash	$	10,127		$	5,272
Related party receivables		-			27
Accounts receivable		81			5
Raw material inventory, net		201			207
Prepaid expenses		173			317
Total current assets		10,582			5,828
Property, plant and equipment, net of accumulated depreciation of $837 and $611, respectively		1,199			1,376
Total non-current assets		1,199			1,376
Total assets	$	11,781		$	7,204
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	317		$	370
Related party payable		55			16
Accrued and other current liabilities		218			324
Total current liabilities		590			710
Total non-current liabilities		-			-
Total liabilities		590			710
Commitments and contingencies (note 7)
Stockholders' equity:
Convertible preferred stock, par value $0.01 per share, 2,000,000 shares authorized; 695,857 and 0 shares issued and 490,578 and 0 outstanding, respectively		3,777			-
Common stock, par value $0.01 per share, 30,000,000 shares authorized; 10,974,388 and 7,856,607 shares issued and outstanding, respectively		110			79
Additional paid-in capital		27,468			19,449
Accumulated deficit		(20,157	)		(13,035	)
Accumulated other comprehensive (loss) income		(7	)		1
Total stockholders' equity		11,191			6,494
Total liabilities and stockholders' equity	$	11,781		$	7,204

See accompanying notes to unaudited consolidated financial statements.

3 

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited, in thousands, except per share data)

	Three Months ended June 30,						Six Months ended June 30,
	2015			2014			2015			2014
Revenues	$	73		$	23		$	73		$	46
Cost of revenues		37			12			37			24
Gross profit		36			11			36			22
Operating expenses:
Research and development		1,053			1,214			2,235			2,431
Sales and marketing		83			88			190			164
General and administrative		3,399			1,242			4,730			2,966
Total operating expenses		4,535			2,544			7,155			5,561
Operating loss		(4,499	)		(2,533	)		(7,119	)		(5,539	)
Other expense, net		-			-			(3	)		-
Loss before income taxes		(4,499	)		(2,533	)		(7,122	)		(5,539	)
Income taxes		-			-			-			-
Net loss	$	(4,499	)	$	(2,533	)	$	(7,122	)	$	(5,539	)
Basic and diluted net loss per share	$	(0.44	)	$	(0.32	)	$	(0.74	)	$	(0.71	)
Weighted average common shares, basic and diluted		10,303			7,816			9,592			7,788
Comprehensive loss:
Net loss	$	(4,499	)	$	(2,533	)	$	(7,122	)	$	(5,539	)
Foreign currency translation adjustments		1			6			(8	)		3
Total comprehensive loss	$	(4,498	)	$	(2,527	)	$	(7,130	)	$	(5,536	)

See accompanying notes to unaudited consolidated financial statements.

4 

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Six Months ended June 30,
	2015			2014
Cash flows used in operating activities:
Net loss:	$	(7,122	)	$	(5,539	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		3,183			1,471
Depreciation		226			151
Changes in operating assets and liabilities:
Decrease (increase) in related party receivables		27			(60	)
Increase in acounts receivable		(76	)		-
Decrease (Increase) in inventories		6			(108	)
Decrease in  prepaid expenses		144			65
(Decrease) increase in accounts payable		(83	)		71
(Increase) decrease in related party payable		39			(49	)
(Decrease) increase in accrued and other current liabilities		(54	)		189
Net cash used in operating activities		(3,710	)		(3,809	)
Cash flows used in investing activities:
Additions to property, plant and equipment		(21	)		(495	)
Net cash used in investing activities		(21	)		(495	)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock, net		5,357			-
Proceeds from issuance of common stock, net		3,237			358
Net cash provided by financing activities		8,594			358
Effect of exchange rate changes on cash		(8	)		3
Net increase (decrease)  in cash		4,855			(3,943	)
Cash at the beginning of the period		5,272			14,008
Cash at the end of the period	$	10,127		$	10,065

See accompanying notes to unaudited consolidated financial statements.

5 

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Overview and Basis of Presentation

 Overview

Harvard Apparatus Regenerative Technology, Inc. (“HART” or the “Company”) is a biotechnology company developing bioengineered organs for life-threatening conditions. The Company’s technology initially is focused on restoring organ function to a patient’s airways or esophagus. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets.

 HART was incorporated in Delaware on May 3, 2012 by Harvard Bioscience, Inc. (“Harvard Bioscience”), as a wholly-owned subsidiary, to provide a means for separating Harvard Bioscience’s regenerative medicine business from its other businesses.

On October 31, 2013, Harvard Bioscience contributed its regenerative medicine business assets, plus $15 million of cash, into HART (the “Separation”). On November 1, 2013, the spin-off of the Company from Harvard Bioscience was completed. On that date, the Company became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution to Harvard Bioscience stockholders of all the shares of common stock of HART (the “Distribution”).

Basis of Presentation

Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. The financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”).

Unaudited Interim Financial Information

 The accompanying interim balance sheet as of June 30, 2015 and consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2015 and 2014 are unaudited. The accompanying interim consolidated statements of cash flows for the six months ended June 30, 2015 and 2014 are unaudited. The interim unaudited consolidated financial statements have been prepared in accordance with GAAP on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2015, its results of operations for the three and six months ended June 30, 2015 and 2014, and the Company’s consolidated statements of cash flows for the six months ended June 30, 2015 and 2014.  The financial data and other information disclosed in these notes related to the six month periods ended June 30, 2015 and 2014 are unaudited. The results for the three and six months ended June 30, 2015 and 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2015, any other interim periods or any future year or period.

2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements

The accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Note 2 to the financial statements for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K.

There are no other recently issued accounting standards that are not yet effective that the Company believes would materially impact the financial statements.

6 

3. Capital Stock, Financing and Liquidity

On February 18, 2015 the Company closed an underwritten public offering of 2,070,000 registered shares of its common stock, at a price to the public of $1.75 per share, and 695,857 registered shares of its $0.01 par Series B Convertible Preferred Stock (“Series B”) at a price to the public of $8.75 per share. The Series B is convertible into five shares of common stock at the option of the holder, subject to certain limitations related to the holder’s ownership percentage of the Company’s outstanding common stock. The Series B will vote with the common stock on all matters on an as-converted basis, and has no preference to the common shares in respect of dividends, voting, liquidation or otherwise. Gross proceeds from the offering were $9.7 million and underwriters’ fees and issuance costs totaled $1.1 million. Thus, the Company generated net proceeds of $8.6 million from the underwritten public offering.

During the three and six months ended June 30, 2015 180,743 and 205,279 shares of Series B Convertible Preferred Stock were converted into 903,715 and 1,026,395 shares of common stock, respectively. From July 1, 2015 through August 14, 2015, the date of this filing, 209,314 additional shares of Series B Convertible Preferred Stock were converted into 1,046,570 shares of common stock. 

The Company has incurred net losses of $39.4 million since inception through June 30, 2015. The Company is currently investing significant resources in development and commercialization of products for use in the field of regenerative medicine. The Company expects to continue to incur operating losses and negative cash flows from operations. Management believes that the Company’s cash at June 30, 2015 will be sufficient to meet the Company’s obligations for at least the next twelve months based on management’s current business plans.

4. Related Party Transactions

During the three months ended June 30, 2015, the Company recognized $165,000 in recruiting expense related to professional search fees to RobinsonButler, an executive recruiting consultancy firm where Tom Robinson, a member of the Company’s Board of Directors, is a partner. RobinsonButler was retained by the Company’s Board of Directors to complete the search for the Company’s CEO and President. As of June 30, 2015 $55,000 is reflected in the consolidated balance sheet as a related party payable to RobinsonButler.

 Agreements with Harvard Bioscience

From inception through April 17, 2015, Harvard Bioscience was considered to be a related party to the Company because David Green, the Company’s former Chairman and CEO, was also a director of Harvard Bioscience. After Mr. Green’s April 17, 2015 resignation as Chairman and CEO of HART, Harvard Bioscience is no longer considered a related party. Mr. Green is still a member of the Boards of Directors of both HART and Harvard Bioscience.

In connection with the Separation of the Company from Harvard Bioscience, on October 31, 2013 the Company entered into a series of agreements with Harvard Bioscience, including a separation and distribution agreement, a transition services agreement, a tax sharing agreement, a sublicense agreement, a product distribution agreement, an intellectual property matters agreement and a sublease agreement. Some of these agreements require the Company to pay fees to Harvard Bioscience for services provided subsequent to the Separation. The transition services agreement expired on November 1, 2014. Expenses recorded under these agreements were $0.1 million and $0.2 million for the three and six months ended June 30, 2014, respectively. Expenses recorded under these agreements for the periods of April 1, 2015 through April 17, 2015, and January 1, 2015 through April 17, 2015, were $9,000 and $51,000, respectively.

5. Concentrations

At the time of the Separation, the Company entered into a 10-year product distribution agreement with Harvard Bioscience under which each company will become the exclusive distributor for the other party for products such other party develops for sale in the markets served by the other. In addition, Harvard Bioscience has agreed that except for certain existing activities of its German subsidiary, to the extent that any Harvard Bioscience businesses desire to resell or distribute any bioreactor that is then manufactured by HART, HART will be the exclusive manufacturer of such bioreactors and Harvard Bioscience will purchase such bioreactors from the Company. Sales to Harvard Bioscience accounted for 100% of the Company’s revenues and trade receivables.

7 

6. Stock-Based Compensation

HART maintains the 2013 Equity Incentive Plan (the “2013 Plan”) for the benefit of certain of its officers, directors and employees. The securities underlying all options and awards granted under the 2013 Plan consist of shares of HART common stock. Additionally, equity awards related to shares of the Company’s common stock were issued from the 2013 Plan at the time of the Distribution to the holders of Harvard Bioscience equity awards as part of an adjustment (the “Adjustment”) to those equity awards to prevent a loss of value to the holders due to the Distribution.

Harvard Bioscience award holders were also issued stock-based compensation awards in HART stock options and restricted stock units. HART recognizes compensation expense on those awards to former Harvard Bioscience employees who now are employed by HART, and does not recognize expense on the Adjustment awards given to individuals not now employed by HART. Additionally, HART records expense on grants made under the 2013 Plan to HART officers, directors and employees granted subsequent to the Adjustment.

Harvard Bioscience maintains the Third Amended and Restated 2000 Stock Option and Incentive Plan, (as amended, the “Harvard Bioscience Plan”) for the benefit of certain of its officers, directors and employees. The securities underlying all options and awards granted under the Harvard Bioscience Plan consist of shares of Harvard Bioscience common stock. HART continues to record the expense on stock-based awards of Harvard Bioscience stock options and restricted stock units, issued by Harvard Bioscience, to former Harvard Bioscience employees now employed by HART.

  Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan

The 2013 Plan was adopted by the Board of Directors on October 11, 2013. The aggregate number of shares authorized for issuance under the Plan is 3,640,000 shares of common stock. The Company currently has 3,640,000 shares of its common stock reserved for the issuance, exercise or vesting of awards under the 2013 Plan. During the six months ended June 30, 2015, all options granted under the 2013 Plan were at exercise prices equal to or greater than fair market value of the Company’s common stock on the date of grant.

The following is a summary of stock option and restricted stock unit activity for the six months ended June 30, 2015:

	Stock Options					Restricted Stock Units
	Stock Options Outstanding			Weighted Average  Exercise Price		Restricted Stock Units Outstanding			Grant Date Fair Value
Balance at December 31, 2014		2,006,980		$	4.73		7,980		$	6.00
Granted		734,000			3.15		-			-
Exercised		-			-		-			-
Vested (RSUs)		-			-		(6,721	)		6.00
Cancelled/forfeited		(331,547	)		4.29		(154	)		6.00
Balance at June 30, 2015		2,409,433		$	4.31		1,105		$	6.00

8 

The following assumptions were used to estimate the fair value of stock options granted during the three and six months ended June 30, 2015:

	Three Months Ended  June 30, 2015			Six Months Ended  June 30, 2015
Volatility		76	%		79	%
Risk-free interest rate		1.59	%		1.67	%
Expected holding period		5.92 years			6.12 years
Dividend Yield		-	%		-	%

 The weighted average fair values of the options granted under the 2013 Plan during the six months ended June 30, 2015 was $1.82, using the Black-Scholes option-pricing model.

Stock-based compensation expense for the three and six months ended June 30, 2015 and 2014, respectively, was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(in thousands)				(in thousands)
Research and development	$	132	$	26	$	353	$	313
Sales and marketing		11		-		51		65
General and administrative		2,194		89		2,568		731
Total stock-based compensation	$	2,337	$	115	$	2,972	$	1,109

The Company did not capitalize any stock-based compensation related to the 2013 Plan.

In April 2015, David Green resigned as Chief Executive Officer, President and Chairman of the Board of Directors of HART. Mr. Green remained a member of the Board of Directors. Under the terms of Mr. Green’s employment agreement, certain equity awards immediately vested upon his resignation. This acceleration of vesting resulted in a non-cash stock based compensation expense of approximately $1.0 million being recognized in April, 2015. Mr. Green’s employment agreement also entitled him to a cash payment equal to two years of his salary, or approximately $1.0 million. The Company and Mr. Green agreed to a modification to accelerate vesting on certain options and extend the exercise period on those and other vested stock options in lieu of the cash payment. These modifications resulted in an additional non-cash stock based compensation expense related to Mr. Green of approximately $1.1 million being recorded in April, 2015. Of the modified options, 387,000 were vested prior to resignation, 290,252 were vested as a result of the resignation and as such required no modification to vesting, and 48,375 options were modified to vest immediately. All 725,627 modified options retained their original exercise price of $4.29 and had the time period during which they could be exercised extended from 30 days from resignation to 7 years. All of Mr. Green’s options to buy shares of Harvard Bioscience stock issued under the Harvard Bioscience plan remain outstanding and the Company will continue to record the associated expense on them as long as Mr. Green provides service to HART in his position on the Board of Directors.

9 

Harvard Bioscience Plan Award Information

The following is a summary of stock option and restricted stock unit activity for the three months ended June 30, 2015:

	Stock Options					Restricted Stock Units
	Stock Options  Outstanding			Weighted  Average Exercise  Price		Restricted Stock  Units Outstanding			Grant Date  Fair Value
Balance at December 31, 2014		2,122,648		$	2.84		171,557		$	4.41
Granted		-			-		-			-
Exercised		(918,646	)		2.73
Vested (RSUs)							(88,648	)		4.52
Cancelled/forfeited		(6,585	)		3.64		-			-
Balance at June 30, 2015		1,197,417		$	2.92		82,909		$	4.30

Stock-based compensation expense from the Harvard Bioscience Plan for the three and six months ended June 30, 2015 and 2014, respectively, was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(in thousands)				(in thousands)
Research and development	$	10	$	11	$	20	$	31
Sales and marketing		3		4		6		7
General and administrative		95		165		186		324
Total stock-based compensation	$	108	$	180	$	212	$	362

The Company did not capitalize any stock-based compensation related to the Harvard Bioscience Plan.

7. Commitments and Contingencies

  From time to time, the Company may be involved in various claims and legal proceedings arising in the ordinary course of business. There are no such matters pending that the Company expects to be material in relation to its business, financial condition, and results of operations or cash flows.

8. Subsequent  Events

Effective July 6, 2015, James McGorry was appointed President and Chief Executive Officer of the Company. Mr. McGorry has served as a member of the Company’s Board of Directors since February 25, 2013 and will continue to serve on the Board.

Pursuant to his employment agreement, Mr. McGorry receives an annual salary of $375,000, and is eligible to receive cash incentive compensation.  On July 6, 2015, Mr. McGorry also received nonqualified stock options to purchase 671,400 shares of the Company’s common stock with an exercise price of $1.38, the closing price of the Company’s stock on the date of grant. This option vests in four equal installments on January 1 of each year for four consecutive years commencing with January 1, 2016, subject to continued employment. These options are also subject to accelerated vesting under certain conditions related to employment with the Company.

10 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The forward-looking statements are principally, but not exclusively, contained in “Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, and our plans, objectives, expectations and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “goals,” “sees,” “estimates,” “projects,” “predicts,” “intends,” “think,” “potential,” “objectives,” “optimistic,” “strategy,” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that may cause our actual results to differ materially from those in the forward-looking statements include our ability to obtain and maintain regulatory approval for our HART-Trachea, as well as the bioreactors, scaffolds and other devices and product candidates we pursue; the success of our collaborations, clinical trials and pre-clinical development efforts and programs, which success may not be achieved on a timely basis or at all; the number of patients who can be treated with our products; the amount and timing of costs associated with our development of bioreactors, scaffolds and other devices and products; our failure to comply with regulations and any changes in regulations; our ability to access debt and equity markets and raise additional funds when needed; unpredictable difficulties or delays in the development of new technology; our collaborators or other third parties we contract with, including with respect to conducting any clinical trial, not devoting sufficient time and resources to successfully carry out their duties or meet expected deadlines; our ability to attract and retain qualified personnel and key employees and retain senior management; potential liability exposure with respect to our products; our inability to operate effectively as a stand-alone, publicly traded company; the actual costs of separation may be higher than expected; the availability and price of acceptable raw materials and components from third-party suppliers; difficulties in obtaining or retaining the management and other human resource competencies that we need to achieve our business objectives; increased competition in the field of regenerative medicine and the financial resources of our competitors; our ability to obtain and maintain intellectual property protection for our device and product candidates; our inability to implement our growth strategy; plus factors described under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2015 or described in our other public filings. Our results may also be affected by factors of which we are not currently aware. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

Overview

Our Business

We are a clinical-stage regenerative medicine company developing life-saving regenerated organs for transplant. Our technology initially is focused on restoring organ function to a patient’s airways or esophagus. Our central focus continues to be the development of bioengineered organs for life-threatening conditions. HART has built a dedicated internal team of materials scientists, engineers and biologists who are working with our collaborators at Mayo Clinic and Connecticut Children’s Medical Center to bring our products to the patients who need them as quickly as possible.

For the past several months our scientific efforts have focused primarily on making sure that we addressed the body response issues encountered by our first-generation trachea product design. Our second-generation scaffold is engineered to better guide the repair of tissue during the body’s natural healing process. We started by selecting a different chemistry for the scaffold and refined several microstructural properties as well. We have done considerable work and extensive mechanical and biological testing of our second-generation scaffold. As a result, we believe that we have developed the right combination of product characteristics to restore the function of the airways or the esophagus and to guide the repair of the patient’s own tissue by the body’s natural healing process.

We plan to confirm the improvements in our second-generation platform by conducting large-animal studies at Mayo Clinic along with their team of regenerative medicine experts. We expect to conduct 30-day in-life studies in the fourth quarter that will provide the key data to determine if our second-generation scaffolds are ready for use in patients. We believe positive results from these studies would support the use of a second-generation product in compassionate use surgeries.

The intended use of our first-generation product was for diseases of the trachea. As our development team was designing and testing improvements, we refined several properties so that the same fundamental product design could be used for additional indications such as the bronchi and the esophagus. This multi-indication or platform approach is intended to allow a sophisticated but single product design to guide the repair of a patient’s own tissue in three different indications. This efficient use of resources has the potential to expand our market opportunity significantly. Over the upcoming months we will continue to explore the development and regulatory pathway for each indication. We believe the versatility and efficiency of our platform approach will add considerable value to our development opportunities.

Collaboration Agreement with Connecticut Children’s Medical Center

During the second quarter we signed an agreement with Connecticut Children’s Medical Center (“Connecticut Children’s”), on a pre-clinical collaboration to develop an innovative process for repairing or replacing the esophagus to treat life-threatening pediatric conditions such as esophageal atresia.

This collaboration combines the complementary strengths of HART and Connecticut Children’s in a unique pre-clinical program designed to accelerate development efforts of new treatment options. HART’s contribution will focus on 3-Dorgan scaffold development, using our expertise in materials science and tissue engineering, as well as our team’s skills and experience in surgery and biology. Dr. Finck, Chief of the Division of Pediatric Surgery at Connecticut Children’s, and her research team are focused on bringing to the clinic bioengineered scaffolds that use a patient’s own cells to repair or replace the esophagus, using their skills in tissue engineering, cell therapy and surgery.

Esophageal atresia is a rare condition, affecting 1 in 2,500 to 3,500 babies, in which a child is born without a portion of his or her esophagus. The esophagus is the tube that connects the mouth to the stomach. With this condition, infants are usually unable to eat or drink normally given their difficulty swallowing and they also may have trouble breathing. Current treatment is usually surgery to connect the ends of the esophagus and close the gap. However, in some cases, too much of the esophagus is missing, and traditional surgical techniques do not work. This is known as long-gap esophageal atresia.

Intellectual property, including patented inventions, stemming from the collaboration owned jointly or by Connecticut Children’s will be licensed by Connecticut Children’s to HART on an exclusive basis for commercial development. With this collaboration, Connecticut Children’s and HART will focus on translating bench research into treatments that can directly benefit the children who need them.

 11

Regulatory Update 

In January 2015, we reported that our goal is to submit an Investigational New Drug (IND) application to the U.S. Food and Drug Administration (FDA) and a Clinical Trial Application (CTA) to the European Medicines Agency (EMA) for the HART-Trachea by June 30, 2016.

Assuming we receive positive data from the preclinical studies with Mayo Clinic planned for the fourth quarter, we expect to file an IND application with the FDA and a CTA with the EMA for our first indication coming from our bioengineered organ implant product platform during 2016.

Our HART-Trachea product was granted orphan designation by the FDA in September 2014. Given the significant improvements to our second-generation product platform, we expect to file an amendment to our current orphan drug designation with the FDA. Upon marketing authorization, orphan designation will provide a seven year marketing exclusivity in the U.S. for the HART-Trachea. We applied for orphan status for the HART-Trachea with the EMA during the fourth quarter of 2014 and withdrew that application during the second quarter. We withdrew the application because our second-generation trachea product is sufficiently different from our first-generation product that we believe that filing for orphan status for the second-generation product will be the fastest path to achieving orphan status in Europe.

Results of Operations

Components of Operating Loss

Research and development expense. Research and development expense consists of salaries and related expenses, including stock-based compensation, for personnel and contracted consultants and various materials and other costs to develop our new products, primarily: synthetic organ scaffolds, including investigation and development of materials and investigation and optimization of cellularization, and 3D organ bioreactors. Other research and development expenses include the costs of outside service providers and material costs for prototype and test units and outside testing facilities performing cell growth and materials experiments, as well as the costs of all other preclinical research and testing and expenses related to potential patents. We expense research and development costs as incurred.

Sales and marketing expense. Sales and marketing expense consists primarily of salaries and related expenses, including stock-based compensation, for personnel performing sales, marketing, and business development roles, and costs associated with their travel and participation in trade shows and conferences. It also includes the costs of marketing communications and web site development and maintenance.

General and administrative expense. General and administrative expense consists primarily of salaries and other related expenses, including stock-based compensation, for personnel in executive, accounting, information technology and human resources roles. Other costs include professional fees for legal and accounting services, insurance, investor relations and facility costs.

12 

Comparison of the three months ended June 30, 2015 to the three months ended June 30, 2014:

Research and Development Expense

Research and development expense decreased $0.1 million, to $1.1 million or 13% for the three months ended June 30, 2015 compared with $1.2 million for the three months ended June 30, 2014. A decrease in consultancy cost associated with intellectual property of $0.15 million, general operating expenses of $0.05 million, and decreases in spending by foreign subsidiaries of $0.05 million were partially offset by increases of $0.1 million in non-cash stock based compensation and $0.05 million of salary-related costs.

Sales and Marketing Expense

Sales and marketing expense decreased approximately $5,000 or 6%, to $83,000 for the three months ended June 30, 2015 compared with $88,000 for the three months ended June 30, 2014. The decrease was primarily due to a $15,000 decrease in salary-related costs, partially offset by $10,000 in additional non-cash stock based compensation costs.

General and Administrative Expense

General and administrative expense increased $2.2 million, or 174%, to $3.4 million for the three months ended June 30, 2015 compared with $1.2 million for the three months ended June 30, 2014. The $2.2 million increase was composed of $2.1 million in non-cash stock-based compensation, primarily related to the acceleration and modification of employee stock options in association with the resignation of David Green as CEO on April 17, 2015, and $0.2 million in recruiting cost related to the search for a new CEO. These increases were partially offset by a decrease of $0.1 million in non-cash stock-based compensation expense related to employees other than the former CEO.

Comparison of the six months ended June 30, 2015 to the six months ended June 30, 2014:

Research and Development Expense

Research and development expense decreased $0.2 million or 8%, to $2.2 million for the six months ended June 30, 2015 compared with $2.4 million for the six months ended June 30, 2014. The decrease of $0.2 million is composed of reductions of $0.1 million related to intellectual property consulting expenses, $0.1million in costs associated with our foreign subsidiaries, $0.05 million in non-cash stock based compensation, and $0.1 million in other general costs offset by increases of $0.1 million for salary related expense and $0.1 million in incremental spending on outsourced preclinical studies.

 Sales and Marketing Expense

Sales and marketing expense increased approximately $26,000 or 16%, to $190,000 for the six months ended June 30, 2015 compared with $164,000 for the six months ended June 30, 2014. The increase was primarily due to $58,000 of additional non-cash stock based compensation offset by a $28,000 decrease in salary related costs.

13 

General and Administrative Expense

General and administrative expense increased $1.8 million, or 59%, to $4.7 million for the six months ended June 30, 2015 compared with $3.0 million for the six months ended June 30, 2014. The $1.8 million increase is composed of $2.1 million in non-cash stock-based compensation related to the acceleration and modification of employee stock options in association with the resignation of David Green as CEO on April 17, 2015, and $0.2 million in additional recruiting costs related to the search for a new CEO, partially offset by decreases of $0.4 million in non-cash stock-based compensation expense related to employees other than the former CEO and $0.2 million in other costs.

Financial Condition, Liquidity and Capital Resources

Sources of liquidity.

We have incurred net losses since inception. We are currently investing significant resources in development and commercialization of products for use by clinicians and researchers in the field of regenerative medicine and have incurred operating losses to date. We expect to continue to incur operating losses and negative cash flows from operations at least until we receive regulatory approval to market a clinical product, as revenues from research bioreactors sales will not generate sufficient gross profits to offset our operating expenses.

Operating activities.   Net cash used in operating activities of $3.7 million for the six months ended June 30, 2015 reflects our $7.1 million net loss, a $3.2 million add-back of non-cash stock-based compensation expense, a $0.2 million add-back for depreciation, and changes in working capital items.

Net cash used in operating activities of $3.8 million for the six months ended June 30, 2014 reflects our $5.5 million net loss, a $1.5 million add-back of non-cash stock-based compensation expense, a $0.2 million add-back for depreciation, and changes in working capital items.

Investing activities.   Net cash used in investing activities during the six month periods ended June 30, 2015 and 2014 of $21,000 and $495,000, respectively, reflects cash used for additions to property, plant and equipment.

Financing activities. Net cash generated from financing activities during the six months ended June 30, 2015 of $8.6 million was the net proceeds from the issuance of convertible preferred and common shares.

 Cash generated from financing activities during the six months ended June 30, 2014 of $0.4 million was primarily a result of employees’ exercises of stock options.

Recent Authoritative Accounting Guidance

There are no recently issued accounting standards that are not yet effective that the Company believes would materially impact the financial statements.

Critical Accounting Policies and Estimates

The critical accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Part II, Item 7 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on March 27, 2015.

14 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not have any material foreign currency exchange risks, we do not enter into derivative agreements, we do not have any off balance-sheet arrangements, and we do not have any interest rate risks. Also, we have no debt outstanding.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2015.   Based upon the evaluation described above, our Chief Executive Officer and Chief Financial Officer have concluded that they believe that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

During the period covered by this report, we have concluded that there were no changes during the fiscal quarter in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

To our knowledge and except to the extent additional factual information disclosed in this Quarterly Report on Form 10-Q relates to such risk factors, there have been no material changes in the risk factors described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 27, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On February 18, 2015, we closed our public offering of 2,070,000 shares of common stock, including 270,000 shares of common stock issued (the “Offering”) pursuant to the full exercise of the overallotment option granted to the underwriters, and 695,857 shares of Series B Convertible Preferred Stock (“Series B”). At the option of the holder, the Series B is convertible into five shares of our common stock subject to certain limitations related to the holder’s ownership percentage of the Company’s outstanding common stock, and will vote with the common stock on all matters on an as converted basis. The Series B has no preference to our common shares in respect of dividends, voting, liquidation or otherwise. The offer and sale of all of the shares in the Offering were registered under the Securities Act pursuant to a shelf registration statement on Form S-3 (File No. 333-200926), which was declared effective by the SEC on December 29, 2014. National Securities Corporation and Summer Street Research Partners acted as the underwriters. The public offering price of the shares of common stock sold in the Offering was $1.75 per share and the public offering price of the shares of Series B sold in the Offering was $8.75 per share. The total gross proceeds from the Offering to us were approximately $9.7 million. After deducting underwriting discounts and commissions of $776,900 and offering expenses payable by us of $340,000 (which included $35,000 of expenses we reimbursed of certain institutional investors who purchased Series B shares in the Offering), we received approximately $8.6 million. As of June 30, 2015, we have not used any of the proceeds from the Offering.

There has been no material change in the planned use of proceeds from our public offering as described in our final prospectus filed with the SEC on February 12, 2015 pursuant to Rule 424(b) of the Securities Act.

15 

Item 6. Exhibits

10.1#	Employment Agreement, executed as of April 8, 2014 and effective as of April 14, 2014, between Harvard Apparatus Regenerative Technology, Inc. and Saverio La Francesca, M.D.
31.1	Certification of Chief Financial Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Executive Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Financial Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Executive Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

*	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
#	Management contract or compensatory plan or arrangement.

16 

SIGNATURES

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 undersigned thereunto duly authorized.

Date: August 14, 2015
	HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
	By:	/s/ James McGorry
		James McGorry
		President and Chief Executive Officer
	By:	/s/ Thomas McNaughton
		Thomas McNaughton
		Chief Financial Officer

17 

INDEX TO EXHIBITS

10.1#	Employment Agreement, executed as of April 8, 2014 and effective as of April 14, 2014, between Harvard Apparatus Regenerative Technology, Inc. and Saverio La Francesca, M.D.
31.1	Certification of Chief Financial Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Executive Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Financial Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Executive Officer of Harvard Apparatus Regenerative Technology, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

*	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
#	Management contract or compensatory plan or arrangement.

18 

EX-10.1

Exhibit 10.1

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 8^th day of April, 2014, to be effective as of the Commencement Date (as defined below), between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”), and Saverio La Francesca, M.D. (“Employee”). For purposes of this Agreement the “Company” shall refer to the Company and any of its predecessors.

WHEREAS, the Company desires to employ Employee and Employee desires to be employed by the Company on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment. The term of this Agreement shall automatically, without the requirement of any further action or notice, commence on April 14, 2014 (the “Commencement Date”) and shall extend until the first anniversary of the Commencement Date; provided, however, that the term of this Agreement shall automatically be extended for one additional year on each anniversary of the Commencement Date unless, not less than 90 days prior to each such date, either party shall have given notice to the other that it does not wish to extend this Agreement; provided, further, that if a Change in Control occurs during the original or extended term of this Agreement, the term of this Agreement shall, notwithstanding anything in this sentence to the contrary, continue in effect for a period of not less than twelve (12) months beyond the month in which the Change in Control occurred. The term of this Agreement shall be subject to termination as provided in Paragraph 7 and may be referred to herein as the “Period of Employment.”

2. Position and Duties. During the Period of Employment, Employee shall serve as the Chief Medical Officer of the Company and shall report to the Chief Executive Officer of the Company and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer or the Board of Directors (the “Board”) of the Company, provided that such duties are consistent with Employee’s position or other positions that he may hold from time to time. Employee shall devote his full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, Employee may serve on no more than two other boards of directors with the approval of the CEO or the Board as long as such service does not materially interfere with Employee’s performance of his duties to the Company as provided in this Agreement or otherwise breach any obligations of Employee to the Company.

3. Compensation and Related Matters.

(a) Base Salary. Employee’s initial base salary shall be $33,333.34 per month, which annualizes to Four Hundred Thousand dollars ($400,000). Employee’s base salary shall be redetermined annually by the Board or a Committee thereof. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in substantially equal installments on a bi-weekly or more frequent basis. In addition to Base Salary, Employee shall be eligible to participate in such incentive compensation plans as the Board or a Committee thereof shall determine from time to time for employees of the same status within the hierarchy of the Company.

(b) Expenses. Employee shall be entitled to receive prompt reimbursement for up to $50,000 of reasonable moving costs pertaining to relocation to the Boston area, as well as all reasonable expenses incurred by him in performing services hereunder during the Period of Employment, in accordance with the policies and procedures then in effect and established by the Company for members of its senior management, provided that such reimbursement does not occur later than the end of the second calendar year after the calendar year in which such expense was incurred.

(c) Other Benefits. During the Period of Employment, Employee shall be entitled to continue to participate in or receive benefits under all of the Company’s Employee Benefit Plans, or under plans or arrangements that provide no less favorable treatment to the Employee than the Employee Benefit Plans provided to other, similarly situated, members of the Company’s senior management. As used herein, the term “Employee Benefit Plans” includes, without limitation, each pension and retirement plan; supplemental pension, retirement and deferred compensation plan; savings and profit-sharing plan; stock ownership plan; stock purchase plan; stock option plan; life insurance plan; medical insurance plan; disability plan; and health and accident plan or arrangement established and maintained by the Company on the date hereof or anytime hereafter. The Employee's participation in the Employee Benefit Plans will be subject to the terms and conditions of each such Employee Benefit Plans, including eligibility and compliance requirements, as well as any limitations imposed by applicable laws. To the extent that the scope or nature of benefits described in this section is determined under the policies of the Company based in whole or in part on the seniority or tenure of an employee’s service, Employee shall be deemed to have a tenure with the Company equal to the actual time of Employee’s service with the Company. During the Period of Employment, Employee shall be entitled to participate in or receive benefits under any Employee Benefit Plans which may, in the future, be made available by the Company to its key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such Employee Benefit Plans. Any payments or benefits payable to Employee under an Employee Benefit Plan referred to in this Subparagraph 3(c) in respect of any calendar year during which Employee is employed by the Company for less than the whole of such year shall, unless otherwise provided in the applicable Employee Benefit Plan, be prorated in accordance with the number of days in such calendar year during which he is so employed. Should any such payments or benefits accrue on a fiscal (rather than calendar) year, then the proration in the preceding sentence shall be on the basis of a fiscal year rather than calendar year.

(d) Vacations. Employee shall be entitled to fifteen (15) paid vacation days in each calendar year, which shall be accrued ratably during the calendar year.  Unless otherwise expressly permitted by the Company, any unused vacation days shall not carry forward and shall be forfeited. Employee shall also be entitled to all paid holidays given by the Company to members of its senior management. To the extent that the scope or nature of benefits described in this section are determined under the policies of the Company based in whole or in part on the seniority or tenure of an employee’s service, Employee shall be deemed to have a tenure with the Company equal to the actual time of Employee’s service with Company. Notwithstanding anything herein to the contrary, Employee shall be paid any accrued and unused vacation upon his termination of employment with the Company, if and as required by applicable law.

(e) Directors and Officers Insurance and Indemnification. The Company shall also carry reasonable and customary D&O liability insurance coverage for the benefit of its officers and directors, including Employee, during the term of this Agreement and for a customary tail period following the termination of Employee’s employment. Employee shall be entitled to be indemnified by the Company to the fullest extent permitted by the applicable state law and consistent with Company’s Amended and Restated Certificate of Incorporation, as amended.

4. Unauthorized Disclosure.

(a) Confidential Information. Employee acknowledges that in the course of his employment with the Company (and, if applicable, its predecessors), he has been allowed to become, and will continue to be allowed to become, acquainted with the Company’s business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company’s and its affiliates’ and predecessors’ operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the “Confidential Information”) concerning the Company’s and its affiliates’ and predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Employee in the performance of his duties. Employee understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Employee deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Employee is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Employee shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use in any industry in which the Company does business (the “Industry”), including without limitation, the regenerative medicine industry, other than as a result of any action or inaction by Employee; or (iv) such information has been rightfully received by a member of the Industry or has been published in a form generally available to the Industry prior to the date Employee proposes to disclose or use such information. Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them provided to or created by him during the course of his employment with the Company.

2 

(b) Heirs, successors, and legal representatives. The foregoing provisions of this Paragraph 4 shall be binding upon Employee’s heirs, successors, and legal representatives. The provisions of this Paragraph 4 shall survive the termination of this Agreement for any reason.

5. Covenant Not to Compete or Solicit or Hire. In consideration for Employee’s employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the terms of the provisions of Paragraph 4, Employee agrees that:

(a) during the term of Employee’s employment with the Company and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, Employee will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is engaged in a business that produces or develops products that compete or may compete directly with any of the Company’s products which are produced or being developed by the Company or any affiliate of the Company or which the Company or any affiliate of the Company has active plans to produce or develop as of the date of Employee’s termination of employment with the Company, in any area or territory in which the Company or any affiliate of the Company conducts or has active plans to conduct operations as of the date of the Employee’s termination of employment with the Company; provided, however, that the foregoing shall not prohibit Employee from owning up to one percent (1%) of the outstanding stock of a publicly held company engaged in the Industry; and

(b) during the term of Employee’s employment with the Company and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, Employee will not directly or indirectly solicit or induce any present or future employee of the Company or any affiliate of the Company to accept employment with Employee or with any business, operation, corporation, partnership, association, agency, or other person or entity with which Employee may be associated, and Employee will not hire or employ or cause any business, operation, corporation, partnership, association, agency, or other person or entity with which Employee may be associated to hire or employ any present or future employee of the Company.

Should Employee violate any of the provisions of this Paragraph, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. Employee acknowledges and agrees that the terms and conditions of this Paragraph 5 are reasonable with respect to its duration, geographic area and scope.

6. Remedies. Employee acknowledges that full compliance with the terms of this Agreement is necessary to protect the significant value of the Confidential Information and the customer and business goodwill of the Company. Employee acknowledges that if he breaches this Agreement, the Company will be irreparably harmed and money damages will not be an adequate remedy. As a result, Employee agrees that, in the event Employee breaches or threatens to breach any of the terms or provisions of this Agreement, the Company shall be entitled to a preliminary or permanent injunction, without posting a bond or other security, in order to prevent the continuation of such harm. Employee acknowledges that nothing in this Agreement will prohibit the Company from also pursuing any other remedy and all remedies are cumulative.

7.  Termination. Employee’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(a) Death. Employee’s employment hereunder shall terminate upon his death.

3 

(b) Disability. If, as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder on a full-time basis for one hundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Company may terminate Employee’s employment hereunder.

(c) Termination by Company For Cause. At any time during the Period of Employment, the Company may terminate Employee’s employment hereunder for Cause if such termination is approved by not less than a majority of the Board at a meeting of the Board called and held for such purpose. For purposes of this Agreement, “Cause” shall mean: (A) conduct by Employee constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (B) criminal or civil conviction of Employee, a plea of nolo contendere by Employee or conduct by Employee that would reasonably be expected to result in material injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction of a felony involving moral turpitude; (C) continued, willful and deliberate non-performance by Employee of his duties hereunder (other than by reason of Employee’s physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice of such non-performance from the Board; (D) a breach by Employee of any of the provisions contained in Paragraphs 4 and 5 of this Agreement; or (E) a violation by Employee of the Company’s employment policies which has continued following written notice of such violation from the Board.

(d) Termination Without Cause. At any time during the Period of Employment, the Company may terminate Employee’s employment hereunder without Cause if such termination is approved by a majority of the Board at a meeting of the Board called and held for such purpose. Any termination by the Company of Employee’s employment under this Agreement which does not constitute a termination for Cause under Subparagraph 7(c) or result from the death or disability of the Employee under Subparagraphs 7(a) or (b) shall be deemed a termination without Cause. If the Company provides notice to Employee under Paragraph 1 that it does not wish to extend the Period of Employment, such action shall be deemed a termination without Cause.

(e) Termination by Employee. At any time during the Period of Employment, Employee may terminate his employment hereunder for any reason, including but not limited to Good Reason. If Employee provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment, such action shall be deemed a voluntary termination by Employee and one without Good Reason. For purposes of this Agreement, “Good Reason” shall mean that Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (A) a substantial diminution or other substantive adverse change, not consented to by Employee, in the nature or scope of Employee’s responsibilities, authorities, powers, functions or duties; (B) any removal, during the Period of Employment, from Employee of his title of Chief Medical Officer; (C) an involuntary reduction in Employee’s Base Salary except for across-the-board reductions similarly affecting all or substantially all management employees; (D) a breach by the Company of any of its other material obligations under this Agreement and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employee; (E) the involuntary relocation of the Company’s offices at which Employee is principally employed or the involuntary relocation of the offices of Employee’s primary workgroup to a location more than 30 miles from such offices, or the requirement by the Company that Employee be based anywhere other than the Company’s offices at such location on an extended basis, except for required travel on the Company’s business to an extent substantially consistent with Employee’s business travel obligations; or (F) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required by Paragraph 12 (each of which is hereinafter referred to as a “Good Reason event”). “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason event by no later than sixty (60) days after the initial occurrence of the event or condition constituting Good Reason; (iii) Employee cooperates in good faith with the Company’s efforts, for a period not less than ninety (90) days following such notice, to modify Employee’s employment situation in a manner acceptable to Employee and Company; and (iv) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to Employee. If the Company cures the Good Reason event in a manner acceptable to Employee during the ninety (90) day period, Good Reason shall be deemed not to have occurred.

(f) Notice of Termination. Except for termination as specified in Subparagraph 7(a), any termination of Employee’s employment by the Company or any such termination by Employee shall be communicated by written Notice of Termination to the other party hereto and shall be effective on the Date of Termination (as defined below). For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

4 

(g) Date of Termination. “Date of Termination” shall mean: (A) if Employee’s employment is terminated by his death, the date of his death; (B) if Employee’s employment is terminated on account of disability under Subparagraph 7(b) or by the Company for Cause under Subparagraph 7(c), the date on which Notice of Termination is given or such later date as the Company may specify in the Notice of Termination; (C) if Employee’s employment is terminated by the Company under Subparagraph 7(d), sixty (60) days after the date on which a Notice of Termination is given or such later date as the Company may specify in the Notice of Termination (or, if such termination occurs as a result of the Company providing notice to Employee under Paragraph 1 that it does not wish to extend the Period of Employment, the date of the expiration of the current term of this Agreement); and (D) if Employee’s employment is terminated by Employee under Subparagraph 7(e), thirty (30) days after the date on which a Notice of Termination is given or, if such termination is without Good Reason, such later date up to sixty (60) days after the date on which such Notice of Termination is given as Employee may specify in the Notice of Termination (or, if such termination occurs as a result of the Company providing notice to Employee under Paragraph 1 that it does not wish to extend the Period of Employment, the date of the expiration of the current term of this Agreement).

(h) Separation from Service. Notwithstanding anything herein to the contrary, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), no event shall constitute a “termination of employment” in this Agreement, unless such event is also a “separation from service,” as that term is defined for purposes of Section 409A and Treasury Regulation §1.409A-3(a)(1).

(i) Resignation of All Other Positions. Upon termination of the Employee's employment hereunder for any reason, the Employee shall be deemed to have resigned from all positions that the Employee holds as an officer or member of the board of directors (or a committee thereof) of the Company or any of its affiliates.

8. Compensation Upon Termination or During Disability.

(a) Death. If Employee’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum to such person as Employee shall designate in a notice filed with the Company or, if no such person is designated, to Employee’s estate, Employee’s accrued and unpaid Base Salary to the date of his death, and if to the extent required by law, accrued and unused vacation, any bonuses or other compensation actually earned for periods ended prior to the date of Employee’s death (collectively, the “Accrued Obligations”). Upon the death of Employee, all unvested stock options shall immediately vest in full and, if applicable, become exercisable, and Employee’s estate or other legal representatives may exercise the options in accordance with their terms. All other stock-based grants and awards held by Employee shall vest or be canceled upon the death of Employee in accordance with their terms.  For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Employee’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Employee’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company’s obligations hereunder.

(b) Disability. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive his Base Salary until Employee’s employment is terminated due to disability in accordance with Subparagraph 7(b) or until Employee terminates his employment in accordance with Subparagraph 7(e), whichever first occurs.   If Employee’s employment is terminated due to disability in accordance with Subparagraph 7(b), then the Company shall pay Employee all Accrued Obligations through the Date of Termination in a lump-sum payment by no later than sixty (60) days after the Date of Termination. Upon the Date of Termination by reason of Employee’s disability, all unvested stock options shall immediately vest and become exercisable. All other stock-based grants and awards held by Employee shall vest or be canceled upon the Date of Termination in accordance with their terms.  For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Employee and Employee’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8(a) shall apply.

5 

(c) Termination other than for Good Reason. If Employee’s voluntary resigns from employment or employment is terminated by Employee, in either case other than for Good Reason as provided in Subparagraph 7(e), then the Company shall pay the Employee all Accrued Obligations through the Date of Termination in a lump sum by no later than sixty (60) days after the Date of Termination. Thereafter, the Company shall have no further obligations to Employee except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Employee’s rights under any employee benefit plan of the Company in which Employee, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto.

(d) Termination by Employee for Good Reason or by the Company without Cause. Subject to the terms of section 19(a), and subject to the terms of this section, if the Employee’s employment is terminated for Good Reason as provided in Subparagraph 7(e) or without Cause as provided in Subparagraph 7(d), the Company shall pay Employee all Accrued Obligations through the Date of Termination in a lump-sum payment by no later than sixty (60) days after the Date of Termination.  In addition, subject to the Employee’s execution of a general release of claims in the form attached hereto as Exhibit A within 21 days after the Date of Termination and the expiration of the seven-day revocation period applicable thereto without the Employee revoking his acceptance of such general release, commencing on the last day of the period for signing and revoking the general release of claims (the “Date of Commencement”) in the form set forth in Exhibit A hereof (“Release”):

(i)  the Company shall pay Employee an amount equal to six (6) months of the Employee’s Base Salary rate at the Date of Termination (the “Severance Amount”). The Severance Amount shall be paid in cash in equal installments over the period of one year from the Date of Commencement in accordance with the Company’s standard payroll procedures.  Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease and the entire Severance Amount shall be forfeited and become repayable to the Company to the extent paid. Furthermore, in the event Employee terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after he has complied with the Good Reason Process; and

(ii) upon the Date of Termination, each unvested stock option that would otherwise vest during the next twelve (12) months shall accelerate and immediately vest. All other stock-based grants and awards held by Employee that would otherwise vest during the next twelve (12) months shall accelerate and immediately vest upon the Date of Termination; and

(iii) in addition to any other benefits to which Employee may be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health insurance premiums as may be necessary to allow Employee and Employee’s spouse and dependents to continue to receive health insurance coverage.

(e) Termination for Cause. If Employee’s employment is terminated by the Company for Cause as provided in Subparagraph 7(c), then the Company shall pay Employee all Accrued Obligations through the Date of Termination in a lump-sum payment by no later than sixty (60) days after the Date of Termination. Thereafter, the Company shall have no further obligations to Employee except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Employee’s rights under any employee benefit plan of the Company in which Employee, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all stock options held by Employee as of the Date of Termination shall immediately terminate and be of no further force and effect, and all other stock-based grants and awards shall be canceled or terminated in accordance with their terms.

Nothing contained in the foregoing Subparagraphs 8(a) through 8(e) shall be construed so as to affect Employee’s rights or the Company’s obligations relating to agreements or benefits which are unrelated to termination of employment.

9. Change in Control Payment. The provisions of this Paragraph 9 set forth certain terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event.

6 

(a) Change in Control. If within eighteen (18) months after the occurrence of the first event constituting a Change in Control, Employee’s employment is terminated by the Company without Cause as provided in Subparagraph 7(d) or Employee terminates his employment for Good Reason as provided in Subparagraph 7(e), then, subject to the terms of section 19(a), and subject to the Employee’s executing a general release of claims in the form attached hereto as Exhibit A within 21 days after the Date of Termination and the expiration of the seven-day revocation period applicable thereto without the Employee revoking his acceptance of such general release, commencing on the last day of the period for signing and revoking the general release of claims in the form set forth in Exhibit A hereof (“Release”):

(i) In lieu of any amounts otherwise payable pursuant to Subparagraph 8(d)(i), the Company shall pay Employee a single lump sum in cash equal to six (6) months of the Employee’s Base Salary rate at the first event constituting a Change in Control;

(ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement and in lieu of any acceleration of vesting that would otherwise occur pursuant to Subparagraph 8(d)(ii), upon a Change in Control, all stock options and other stock-based awards granted to Employee by the Company shall immediately accelerate and become exercisable or non-forfeitable as of the effective date of such Change in Control. Employee shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and

(iii) In lieu of the Company’s obligations to pay health insurance premiums pursuant to Subparagraph 8(d)(iii), the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health insurance premiums as may be necessary to allow Employee, Employee’s spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the Date of Termination.

(b) Definitions. For purposes of this Paragraph 9, the following terms shall have the following meanings:

“Change in Control” shall mean any of the following:

(a) a change in effective control consistent with Regulation §1.409A-3(i)(5)(vi) such that any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board (“Voting Securities”) (other than as a result of an acquisition of securities directly from the Company); or

(b) a change in effective control consistent with Regulation §1.409A-3(i)(5)(vi) such that persons who, as of the Commencement Date, constitute the Company’s Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the Commencement Date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by a vote of at least a majority of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

7 

(c) a change in ownership consistent with Regulation §1.409A-3(i)(5)(v) and (vii) such that the stockholders of the Company shall approve (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company.

10. Stock Options Grant/Vesting. Subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan (the “Plan”), and your timely execution of a stock option agreement evidencing the option grant, on the first trading day of the month following the Commencement Date, the Company will grant you an option to purchase 100,000 shares of Common Stock. The option will have an exercise price equal to the closing price of the Company’s common stock on such date of grant. This option shall vest annually in four equal annual installments on January 1of each year for four consecutive years commencing with the January 1 immediately following the date of grant. The options shall be non-qualified stock options.

11. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed as follows:

if to the Employee:

At his home address as shown

in the Company’s personnel records;

if to the Company:

Harvard Apparatus Regenerative Technology, Inc.

84 October Hill Road

Holliston, MA 01746

Attention: Chief Executive Officer

with a copy to:

Josef B. Volman

Burns & Levinson LLP

125 Summer Street

Boston, MA 02110

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Employee elects to terminate employment.

13. Miscellaneous. No provisions of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Employee and such officer of the Company as may be specifically designated by the Board. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, unless specifically referred to herein, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts (without regard to principles of conflicts of laws).

8 

14. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The invalid portion of this Agreement, if any, shall be modified by any court having jurisdiction to the extent necessary to render such portion enforceable.

15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

16. Arbitration; Other Disputes. In the event of any dispute or controversy arising under or in connection with this Agreement, the parties shall first promptly try in good faith to settle such dispute or controversy by mediation under the applicable rules of the American Arbitration Association before resorting to arbitration. In the event such dispute or controversy remains unresolved in whole or in part for a period of thirty (30) days after it arises, the parties will settle any remaining dispute or controversy exclusively by final, binding, and confidential arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding the above, the Company shall be entitled to seek a restraining order or injunction without the need to post a bond or provide other security in any court of competent jurisdiction to prevent any continuation of any violation of Paragraph 4 or 5 hereof. Furthermore, should a dispute occur concerning Employee’s mental or physical capacity as described in Subparagraph 7(b), 7(c) or 7(b), a doctor selected by Employee and a doctor selected by the Company shall be entitled to examine Employee. If the opinion of the Company’s doctor and Employee’s doctor conflict, the Company’s doctor and Employee’s doctor shall together agree upon a third doctor, whose opinion shall be binding.

17. Third-Party Agreements and Rights. Employee represents to the Company that Employee’s execution of this Agreement, Employee’s employment with the Company and the performance of Employee’s proposed duties for the Company will not violate any obligations Employee may have to any employer or other party, and Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

18. Litigation and Regulatory Cooperation. During and after Employee’s employment, Employee shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Employee was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Employee or expose Employee to an increased probability of civil or criminal litigation. Employee’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after Employee’s employment, Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the Company. The Company shall also provide Employee with compensation on an hourly basis at a rate equivalent to the hourly rate of the Employee’s last annual Base Salary calculated using a forty (40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Employee for all costs and expenses incurred in connection with his performance under this Paragraph 18, including, but not limited to, reasonable attorneys’ fees and costs.

19. Section 409A of the Code.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Employee’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Employee becomes entitled to under this Agreement on account of the Employee’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Employee’s separation from service, or (B) the Employee’s death. Each payment of severance pay or other compensation under this Agreement is a separate payment for purposes of section 409A of the Code. To the extent necessary to comply with Section 409A, if the time period for considering and executing the Release under this Agreement spans two calendar years, then the severance or payment will not be made or commence until the later calendar year.

9 

(b) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(c) The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d) The Company makes no representation or warranty and shall have no liability to the Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. The parties agree to reasonably cooperate and work together to adopt amendments to this Agreement to the extent necessary to comply with Section 409A of the Code with the intent to place Employee in the same or a substantially equivalent economic position.

(e) Notwithstanding anything herein to the contrary, if Section 409A of the Code is applicable, no event shall constitute a “termination of employment” in this Agreement, unless such event is also a “separation from service,” as that term is defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and Treasury Regulation §1.409A-3(a)(1).

20. Recoupment. Notwithstanding anything herein to the contrary, Employee may be required to forfeit or repay any or all compensation received by Employee under this Agreement pursuant to the terms of any compensation recovery, recoupment or claw-back policy that may be adopted by or applicable to the Company with respect to or under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

21. Survival. Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 4, 5, 6, 8 and 9 of this Agreement, and any other Sections of this Agreement that must survive the termination of employment or expiration of the Agreement in order to effectuate the intent of the parties, shall survive termination of Employee’s employment or expiration of the Agreement.

[signatures on following page]

10 

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

HARVARD APPARATUS
REGENERATIVE TECHNOLOGY, INC.
By:	/s/ David Green
	Name: David Green
	Title: Chief Executive Officer
EMPLOYEE
	/s/ Saverio La Francesca
	Saverio La Francesca, M.D.

EXHIBIT A- FORM OF GENERAL RELEASE OF CLAIMS

This Release Agreement (the “Release Agreement”) is entered into by Saverio LaFrancesca (the “Employee”) in favor of Harvard Apparatus Regenerative Technology, Inc. (the “Company”). This is the Release Agreement referenced in the Agreement between the Employee and the Company dated ____________________ (the “Employment Agreement”). The consideration for the Employee’s agreement to this Release Agreement consists of certain termination benefits as set forth in the Employment Agreement and the terms of this Release Agreement.

The Employee agrees as follows:

Release. The Employee voluntarily releases and forever discharges the Company and each of its subsidiaries, affiliates, predecessors, successors, assigns, and current and former directors, officers, employees, representatives, attorneys, and agents (any and all of whom or which are hereinafter referred to as “Company Parties”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (collectively, “Claims”) that the Employee now has, owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Company Party or Parties. This general release of Claims includes, without implication of limitation, the release of all Claims:

• relating to the Employee’s employment by and termination from employment with the Company;

• of wrongful discharge;

• of breach of contract;

• of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of discrimination or retaliation under Mass. Gen. Laws ch. 151B);

• under the Massachusetts Weekly Payment of Wages Act, the Massachusetts Fair Employment Practice Act, and the Fair Labor Standards Act,

• under any other federal or state statute, to the fullest extent that Claims may be released;

• of defamation or other torts;

• of violation of public policy;

• for salary, bonuses, vacation pay or any other compensation or benefits; and

• for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.

1. Limitations on Release.

(a) Employment Agreement. Nothing in this Release Agreement limits the Employee’s or the Company’s rights under the Employment Agreement.

(b) Benefit and Enforcement Rights. Nothing in this Release Agreement is intended to release or waive the Employee’s right to COBRA, unemployment insurance benefits or any accrued and vested retirement benefits, the right to seek enforcement of this Release Agreement or any rights referenced in this Section of this Release Agreement.

(c) Indemnification. It is further understood and agreed that the Employee’s rights to indemnification as provided in the Company’s certificate of incorporation, bylaws, each as amended, or any indemnification agreement between the Company and the Employee (it being acknowledged and agreed by the Employee that, as of the date of this Agreement, there are no amounts owing to the Employee pursuant to any such indemnification rights), remain fully binding and in full effect subsequent to the execution of this Release Agreement.

(d) Exceptions. This Release Agreement does not prohibit or restrict the Employee from communicating, providing relevant information to or otherwise cooperating with the EEOC or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release Agreement or its underlying facts; provided that such interaction with EEOC or any other governmental authority shall not result in the Employee’s receipt of any monetary benefit or substantial equivalent thereof. This Release Agreement also does not preclude the Employee from benefiting from classwide injunctive relief awarded in any fair employment practices case brought by any governmental agency; provided that such relief does not result in the Employee’s receipt of any monetary benefit or substantial equivalent thereof.

2. No Assignment. The Employee represents that he has not assigned to any other person or entity any Claims against any Company Party.

3. No Disparagement. The Employee shall not make any disparaging statements about the Company, members of the Board of Directors, any officer of the Company or any other employee of the Company, and the Company (acting through its officers and directors) shall not make any disparaging statements about Employee. The Employee shall direct his immediate family not to make any disparaging statements about any of the foregoing. Any statement by a member of his immediate family shall be deemed to be a statement by the Employee for purposes of this paragraph. The Employee shall be considered to represent that he has complied and shall continue to comply with he nondisparagement obligations under this paragraph from the Date of Termination (as defined in the Employment Agreement); provided that this representation shall have no effect if this Release Agreement does not become effective. Notwithstanding the foregoing, nothing in this paragraph shall be construed to apply to any statements made in the course of testimony in a legal proceeding or in any required written statements in any such proceeding.

4. Litigation and Regulatory Cooperation. The Employee shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Employee was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Employee or expose Employee to an increased probability of civil or criminal litigation. Employee’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the Company. The Company shall also provide Employee with compensation on an hourly basis at a rate equivalent to the hourly rate of the Employee’s last annual Base Salary (as defined in the Employment Agreement) calculated using a forty (40) hour week over fifty-two (52) weeks for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Employee for all costs and expenses incurred in connection with his performance under this Section 5, including, but not limited to, reasonable attorneys’ fees and costs.

5. Reaffirmation of Post-Employment Restrictive Covenants. The Employee reaffirms the restrictive covenants under the Employment Agreement to which he is subject as follows: [Insert as appropriate.]

6. Right to Consider and Revoke Release Agreement. This Release Agreement shall be considered to have been offered to the Employee on the Termination Date as defined in the Employment Agreement. The Employee acknowledges that he has been given the opportunity to consider this Release Agreement for a period ending twenty-one (21) days after the Termination Date. In the event that the Employee has executed this Release Agreement within less than twenty-one (21) days of the Termination Date, the Employee acknowledges that such decision was entirely voluntary and that he had the opportunity to consider this Release Agreement until the end of the twenty-one (21) day period. To accept this Release Agreement, the Employee shall deliver a signed Release Agreement to the Company’s Board of Directors within such twenty-one (21) day period. The Employee acknowledges that for a period of seven (7) days from the date when the Employee executes this Release Agreement (the “Revocation Period”), he shall retain the right to revoke this Release Agreement by written notice that is received by the Board of Directors of the Company before the end of the Revocation Period. This Release Agreement shall take effect only if it is executed by the Employee within the twenty-one (21) day period as set forth above and if it is not revoked pursuant to the preceding sentence. If those conditions are satisfied, this Release Agreement shall become effective and enforceable on the date immediately following the last day of the Revocation Period (the “Effective Date”).

7. Consideration Owed. Employee affirms and agrees that as of the date of this Release Agreement, you acknowledge that you will be or have been paid any and all wages (including all base compensation and, if applicable, any and all overtime, commissions, and bonuses) to which you are or were entitled as of the date of termination of employment, and that no other wages (including all base compensation and, if applicable, any and all incentive compensation and bonuses) are due to Employee. Employee acknowledges that Employee is unaware of any facts or circumstances indicating that Employee may have an outstanding claim for unpaid wages, improper deductions from pay, or any violation of the Massachusetts Weekly Payment of Wages Act (M.G.L. c. 149, s. 148) or the Fair Labor Standards Act or any other federal, state or local laws, rules, ordinances or regulations that are related to payment of wages.

8. Other Terms.

(a) Legal Representation; Review of Release Agreement. The Employee acknowledges that he has been advised to discuss all aspects of this Release Agreement with his attorney. The Employee represents that he has carefully read and fully understands all of the provisions of this Release Agreement and that he is voluntarily entering into this Release Agreement.

(b) Binding Nature of Release Agreement. This Release Agreement shall be binding upon the Employee and upon his heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the Employee and the Company and to their heirs, administrators, representatives, executors, successors, and assigns.

(c) Modification of Release Agreement; Waiver. This Release Agreement may be amended, revoked, changed, or modified only upon a written agreement executed by both the Employee and the Company. No modification waiver of any provision of this Release Agreement will be valid unless it is in writing and signed by the party against whom such waiver is charged. The failure of the Company to require the performance of any term or obligation of this Release Agreement, or the waiver by the Company of any breach of this Release Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

(d) Severability. In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release Agreement is illegal, invalid or unenforceable, the remaining provisions and terms of this Release Agreement shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release Agreement. In the event of such severance, the remaining covenants shall be binding and enforceable.

(e) Enforcement. Sections 4, 5 and 6 of this Release Agreement shall be subject to enforcement pursuant to the same procedures that apply to a breach of Paragraphs 4 or 5 of the Employment Agreement (as further detailed in Paragraph 16 of the Employment Agreement). Any other disputes concerning this Release Agreement shall be subject to resolution pursuant to Section 16 of the Employment Agreement.

(f) Governing Law and Interpretation. This Release Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of Massachusetts, without giving effect to the conflict of laws provisions of Massachusetts law. The language of all parts of this Release Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against the Employee or the Company.

(h) Entire Agreement; Absence of Reliance. This Release Agreement constitutes the entire agreement of the Employee concerning any subject matter of this Release Agreement and supersedes all prior agreements between the Employee and the Company with respect to any related subject matter, except the Employment Agreement. The Employee acknowledges that he is not relying on any promises or representations by the Company or its agents, representatives or attorneys regarding any subject matter addressed in this Release Agreement, other than the provision of the Employment Agreement pursuant to which Employee is to receive certain consideration in return for signing this Release Agreement and allowing it to become effective.

So agreed by the Employee.

Employee:  Saverio La Francesca, M.D. Date

EX-31.1

Exhibit 31.1

Certification

I, Thomas McNaughton, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Harvard Apparatus Regenerative Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2015

/s/ Thomas McNaughton

Thomas McNaughton

Chief Financial Officer

EX-31.2

Exhibit 31.2

Certification

I, James McGorry, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Harvard Apparatus Regenerative Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2015

/s/ James McGorry

James McGorry

President and Chief Executive Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned officer of Harvard Apparatus Regenerative Technology, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b) (32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: August 14, 2015

	/s/ Thomas McNaughton
Name:	Thomas McNaughton
Title:	Chief Financial Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned officer of Harvard Apparatus Regenerative Technology, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b) (32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: August 14, 2015

	/s/ James McGorry
Name:	James McGorry
Title:	President and Chief Executive Officer

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

4. Related Party Transactions

 

During the three months ended June 30, 2015, the Company recognized $165,000 in recruiting expense related to professional search fees to RobinsonButler, an executive recruiting consultancy firm where Tom Robinson, a member of the Company’s Board of Directors, is a partner. RobinsonButler was retained by the Company’s Board of Directors to complete the search for the Company’s CEO and President. As of June 30, 2015 $55,000 is reflected in the consolidated balance sheet as a related party payable to RobinsonButler.

Agreements with Harvard Bioscience

From inception through April 17, 2015, Harvard Bioscience was considered to be a related party to the Company because David Green, the Company’s former Chairman and CEO, was also a director of Harvard Bioscience. After Mr. Green’s April 17, 2015 resignation as Chairman and CEO of HART, Harvard Bioscience is no longer considered a related party. Mr. Green is still a member of the Boards of Directors of both HART and Harvard Bioscience.

In connection with the Separation of the Company from Harvard Bioscience, on October 31, 2013 the Company entered into a series of agreements with Harvard Bioscience, including a separation and distribution agreement, a transition services agreement, a tax sharing agreement, a sublicense agreement, a product distribution agreement, an intellectual property matters agreement and a sublease agreement. Some of these agreements require the Company to pay fees to Harvard Bioscience for services provided subsequent to the Separation. The transition services agreement expired on November 1, 2014. Expenses recorded under these agreements were $0.1 million and $0.2 million for the three and six months ended June 30, 2014, respectively. Expenses recorded under these agreements for the periods of April 1, 2015 through April 17, 2015, and January 1, 2015 through April 17, 2015, were $9,000 and $51,000, respectively.

XML

Capital Stock, Financing and Liquidity

6 Months Ended

Jun. 30, 2015

Stockholders Equity Note [Abstract]

Stockholders Equity Note Disclosure [Text Block]

3. Capital Stock, Financing and Liquidity

 

On February 18, 2015 the Company closed an underwritten public offering of 2,070,000 registered shares of its common stock, at a price to the public of $1.75 per share, and 695,857 registered shares of its $0.01 par Series B Convertible Preferred Stock (“Series B”) at a price to the public of $8.75 per share. The Series B is convertible into five shares of common stock at the option of the holder, subject to certain limitations related to the holder’s ownership percentage of the Company’s outstanding common stock. The Series B will vote with the common stock on all matters on an as-converted basis, and has no preference to the common shares in respect of dividends, voting, liquidation or otherwise. Gross proceeds from the offering were $9.7 million and underwriters’ fees and issuance costs totaled $1.1 million. Thus, the Company generated net proceeds of $8.6 million from the underwritten public offering.

During the three and six months ended June 30, 2015 180,743 and 205,279 shares of Series B Convertible Preferred Stock were converted into 903,715 and 1,026,395 shares of common stock, respectively. From July 1, 2015 through August 14, 2015, the date of this filing, 209,314 additional shares of Series B Convertible Preferred Stock were converted into 1,046,570 shares of common stock.

The Company has incurred net losses of $39.4 million since inception through June 30, 2015. The Company is currently investing significant resources in development and commercialization of products for use in the field of regenerative medicine. The Company expects to continue to incur operating losses and negative cash flows from operations. Management believes that the Company’s cash at June 30, 2015 will be sufficient to meet the Company’s obligations for at least the next twelve months based on management’s current business plans.

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 10,127	$ 5,272
Related party receivables	0	27
Accounts receivable	81	5
Raw material inventory, net	201	207
Prepaid expenses	173	317
Total current assets	10,582	5,828
Property, plant and equipment, net of accumulated depreciation of $837 and $611, respectively	1,199	1,376
Total non-current assets	1,199	1,376
Total assets	11,781	7,204
Current liabilities:
Accounts payable	317	370
Related party payable	55	16
Accrued and other current liabilities	218	324
Total current liabilities	590	710
Total non-current liabilities	0	0
Total liabilities	$ 590	$ 710
Commitments and contingencies (note 7)
Stockholders' equity:
Convertible preferred stock, par value $0.01 per share, 2,000,000 shares authorized; 695,857 and 0 shares issued and 490,578 and 0 outstanding, respectively	$ 3,777	$ 0
Common stock, par value $0.01 per share, 30,000,000 shares authorized; 10,974,388 and 7,856,607 shares issued and outstanding, respectively	110	79
Additional paid-in capital	27,468	19,449
Accumulated deficit	(20,157)	(13,035)
Accumulated other comprehensive (loss), income	(7)	1
Total stockholders' equity	11,191	6,494
Total liabilities and stockholders' equity	$ 11,781	$ 7,204

XML

Overview and Basis of Presentation

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Business Description and Basis of Presentation [Text Block]

1. Overview and Basis of Presentation

Overview

Harvard Apparatus Regenerative Technology, Inc. (“HART” or the “Company”) is a biotechnology company developing bioengineered organs for life-threatening conditions. The Company’s technology initially is focused on restoring organ function to a patient’s airways or esophagus. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets.

HART was incorporated in Delaware on May 3, 2012 by Harvard Bioscience Inc. (“Harvard Bioscience”), as a wholly-owned subsidiary, to provide a means for separating Harvard Bioscience’s regenerative medicine business from its other businesses.

On October 31, 2013, Harvard Bioscience contributed its regenerative medicine business assets, plus $15 million of cash, into HART (the “Separation”). On November 1, 2013, the spin-off of the Company from Harvard Bioscience was completed. On that date, the Company became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution to Harvard Bioscience stockholders of all the shares of common stock of HART (the “Distribution”).

Basis of Presentation

Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. The financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”).

Unaudited Interim Financial Information

The accompanying interim balance sheet as of June 30, 2015 and consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2015 and 2014 are unaudited. The accompanying interim consolidated statements of cash flows for the six months ended June 30, 2015 and 2014 are unaudited. The interim unaudited consolidated financial statements have been prepared in accordance with GAAP on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2015, its results of operations for the three and six months ended June 30, 2015 and 2014, and the Company’s consolidated statements of cash flows for the six months ended June 30, 2015 and 2014.  The financial data and other information disclosed in these notes related to the six month periods ended June 30, 2015 and 2014 are unaudited. The results for the three and six months ended June 30, 2015 and 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2015, any other interim periods or any future year or period.

XML

Stock-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	Apr. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation, Total		$ 3,183	$ 1,471
Equity Incentive Plan 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 1.82
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		3,640,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		734,000
Common Stock, Capital Shares Reserved for Future Issuance		3,640,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance		$ 4.31		$ 4.73
Equity Incentive Plan 2013 [Member] | President and Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	725,627
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost	$ 1,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	387,000
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number	290,252
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	48,375
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 4.29
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	7 years
Deferred Compensation Arrangement with Individual, Maximum Contractual Term	2 years
Due to Employees, Current	$ 1,000
Share-based Compensation, Total	$ 1,100

XML

Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements

 

The accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Note 2 to the financial statements for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K.

There are no other recently issued accounting standards that are not yet effective that the Company believes would materially impact the financial statements.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	10,974,388	7,856,607
Common stock, shares outstanding	10,974,388	7,856,607
Property, plant and equipment, net of accumulated depreciation	$ 837	$ 611
Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	695,857	0
Preferred stock, shares outstanding	490,578	0

XML

Related Party Transactions (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	Apr. 17, 2015	Jun. 30, 2015	Jun. 30, 2014	Apr. 17, 2015	Jun. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Due to Related Parties, Current		$ 55,000				$ 16,000
Director [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current		55,000
Related Party Transaction, Expenses from Transactions with Related Party		$ 165,000
Transition Services Agreement [Member]
Related Party Transaction [Line Items]
Operating Leases, Rent Expense	$ 9,000		$ 100,000	$ 51,000	$ 200,000

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 12, 2015
Document Information [Line Items]
Entity Registrant Name	Harvard Apparatus Regenerative Technology, Inc.
Entity Central Index Key	0001563665
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	HART
Entity Common Stock, Shares Outstanding		12,023,335
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

XML

Concentrations (Details Textual)	1 Months Ended
	Oct. 31, 2013
Accounts Receivable [Member] | Harvard Bioscience Plan [Member]
Concentrations Disclosure [Line Items]
Concentration Risk, Percentage	100.00%

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues	$ 73	$ 23	$ 73	$ 46
Cost of revenues	37	12	37	24
Gross profit	36	11	36	22
Operating expenses:
Research and development	1,053	1,214	2,235	2,431
Sales and marketing	83	88	190	164
General and administrative	3,399	1,242	4,730	2,966
Total operating expenses	4,535	2,544	7,155	5,561
Operating loss	(4,499)	(2,533)	(7,119)	(5,539)
Other expense, net	0	0	(3)	0
Loss before income taxes	(4,499)	(2,533)	(7,122)	(5,539)
Income taxes	0	0	0	0
Net loss	$ (4,499)	$ (2,533)	$ (7,122)	$ (5,539)
Basic and diluted net loss per share (in dollars per share)	$ (0.44)	$ (0.32)	$ (0.74)	$ (0.71)
Weighted average common shares, basic and diluted (in shares)	10,303	7,816	9,592	7,788
Comprehensive loss:
Net loss	$ (4,499)	$ (2,533)	$ (7,122)	$ (5,539)
Foreign currency translation adjustments	1	6	(8)	3
Total comprehensive loss	$ (4,498)	$ (2,527)	$ (7,130)	$ (5,536)

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

7. Commitments and Contingencies

 

From time to time, the Company may be involved in various claims and legal proceedings arising in the ordinary course of business. There are no such matters pending that the Company expects to be material in relation to its business, financial condition, and results of operations or cash flows.

XML

Stock-Based Compensation

6 Months Ended

Jun. 30, 2015

Share-based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6. Stock-Based Compensation

 

HART maintains the 2013 Equity Incentive Plan (the “2013 Plan”) for the benefit of certain of its officers, directors and employees. The securities underlying all options and awards granted under the 2013 Plan consist of shares of HART common stock. Additionally, equity awards related to shares of the Company’s common stock were issued from the 2013 Plan at the time of the Distribution to the holders of Harvard Bioscience equity awards as part of an adjustment (the “Adjustment”) to those equity awards to prevent a loss of value to the holders due to the Distribution.

Harvard Bioscience award holders were also issued stock-based compensation awards in HART stock options and restricted stock units. HART recognizes compensation expense on those awards to former Harvard Bioscience employees who now are employed by HART, and does not recognize expense on the Adjustment awards given to individuals not now employed by HART. Additionally, HART records expense on grants made under the 2013 Plan to HART officers, directors and employees granted subsequent to the Adjustment.

Harvard Bioscience maintains the Third Amended and Restated 2000 Stock Option and Incentive Plan, (as amended, the “Harvard Bioscience Plan”) for the benefit of certain of its officers, directors and employees. The securities underlying all options and awards granted under the Harvard Bioscience Plan consist of shares of Harvard Bioscience common stock. HART continues to record the expense on stock-based awards of Harvard Bioscience stock options and restricted stock units, issued by Harvard Bioscience, to former Harvard Bioscience employees now employed by HART.

Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan

The 2013 Plan was adopted by the Board of Directors on October 11, 2013. The aggregate number of shares authorized for issuance under the Plan is 3,640,000 shares of common stock. The Company currently has 3,640,000 shares of its common stock reserved for the issuance, exercise or vesting of awards under the 2013 Plan. During the six months ended June 30, 2015, all options granted under the 2013 Plan were at exercise prices equal to or greater than fair market value of the Company’s common stock on the date of grant.

 

The following is a summary of stock option and restricted stock unit activity for the six months ended June 30, 2015:

	Stock Options				Restricted Stock Units
	Stock Options Outstanding		Weighted Average Exercise Price		Restricted Stock Units Outstanding		Grant Date Fair Value
Balance at December 31, 2014		2,006,980	$	4.73		7,980	$	6.00
Granted		734,000		3.15		-		-
Exercised		-		-		-		-
Vested (RSUs)		-		-		(6,721)		6.00
Cancelled/forfeited		(331,547)		4.29		(154)		6.00
Balance at June 30, 2015		2,409,433	$	4.31		1,105	$	6.00

The following assumptions were used to estimate the fair value of stock options granted during the three and six months ended June 30, 2015:

	Three Months Ended June 30, 2015			Six Months Ended June 30, 2015
Volatility		76	%		79	%
Risk-free interest rate		1.59	%		1.67	%
Expected holding period		5.92 years			6.12 years
Dividend Yield		-	%		-	%

The weighted average fair values of the options granted under the 2013 Plan during the six months ended June 30, 2015 was $1.82, using the Black-Scholes option-pricing model.

Stock-based compensation expense for the three and six months ended June 30, 2015 and 2014, respectively, was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(in thousands)				(in thousands)
Research and development	$	132	$	26	$	353	$	313
Sales and marketing		11		-		51		65
General and administrative		2,194		89		2,568		731
Total stock-based compensation	$	2,337	$	115	$	2,972	$	1,109

The Company did not capitalize any stock-based compensation related to the 2013 Plan.

In April 2015, David Green resigned as Chief Executive Officer, President and Chairman of the Board of Directors of HART. Mr. Green remained a member of the Board of Directors. Under the terms of Mr. Green’s employment agreement, certain equity awards immediately vested upon his resignation. This acceleration of vesting resulted in a non-cash stock based compensation expense of approximately $1.0 million being recognized in April, 2015. Mr. Green’s employment agreement also entitled him to a cash payment equal to two years of his salary, or approximately $1.0 million. The Company and Mr. Green agreed to a modification to accelerate vesting on certain options and extend the exercise period on those and other vested stock options in lieu of the cash payment. These modifications resulted in an additional non-cash stock based compensation expense related to Mr. Green of approximately $1.1 million being recorded in April, 2015. Of the modified options,  387,000 were vested prior to resignation, 290,252 were vested as a result of the resignation and as such required no modification to vesting, and 48,375 options were modified to vest immediately. All 725,627 modified options retained their original exercise price of $4.29 and had the time period during which they could be exercised extended from 30 days from resignation to 7 years. All of Mr. Green’s options to buy shares of Harvard Bioscience stock issued under the Harvard Bioscience plan remain outstanding and the Company will continue to record the associated expense on them as long as Mr. Green provides service to HART in his position on the Board of Directors.

Harvard Bioscience Plan Award Information

The following is a summary of stock option and restricted stock unit activity for the three months ended June 30, 2015:

	Stock Options				Restricted Stock Units
	Stock Options Outstanding		Weighted Average Exercise Price		Restricted Stock Units Outstanding		Grant Date Fair Value
Balance at December 31, 2014		2,122,648	$	2.84		171,557	$	4.41
Granted		-		-		-		-
Exercised		(918,646)		2.73
Vested (RSUs)						(88,648)		4.52
Cancelled/forfeited		(6,585)		3.64		-		-
Balance at June 30, 2015		1,197,417	$	2.92		82,909	$	4.30

Stock-based compensation expense from the Harvard Bioscience Plan for the three and six months ended June 30, 2015 and 2014, respectively, was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(in thousands)				(in thousands)
Research and development	$	10	$	11	$	20	$	31
Sales and marketing		3		4		6		7
General and administrative		95		165		186		324
Total stock-based compensation	$	108	$	180	$	212	$	362

The Company did not capitalize any stock-based compensation related to the Harvard Bioscience Plan.

XML

Subsequent Events (Details Textual) - Jul. 06, 2015 - President and Chief Executive Officer [Member] - Subsequent Event [Member] - USD ($)	Total
Subsequent Event [Line Items]
Officers' Compensation	$ 375,000
Deferred Compensation Arrangement with Individual, Shares Issued	671,400
Deferred Compensation Arrangement with Individual, Exercise Price	$ 1.38

XML

Stock-Based Compensation (Details) - 6 months ended Jun. 30, 2015 - $ / shares	Total
Harvard Bioscience Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Options Outstanding, Balance	2,122,648
Stock Options Outstanding, Granted	0
Stock Options Outstanding, Exercised	(918,646)
Stock Options Outstanding, Cancelled / forfeited	(6,585)
Stock Options Outstanding, Balance	1,197,417
Weighted Average Exercise Price, Balance	$ 2.84
Weighted Average Exercise Price, Granted	0
Weighted Average Exercise Price, Exercised	2.73
Weighted Average Exercise Price, Cancelled / forfeited	3.64
Weighted Average Exercise Price, Balance	$ 2.92
Equity Incentive Plan 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Options Outstanding, Balance	2,006,980
Stock Options Outstanding, Granted	734,000
Stock Options Outstanding, Exercised	0
Stock Options Outstanding, Cancelled / forfeited	(331,547)
Stock Options Outstanding, Balance	2,409,433
Weighted Average Exercise Price, Balance	$ 4.73
Weighted Average Exercise Price, Granted	3.15
Weighted Average Exercise Price, Exercised	0
Weighted Average Exercise Price, Cancelled / forfeited	4.29
Weighted Average Exercise Price, Balance	$ 4.31
Restricted Stock Units (RSUs) [Member] | Harvard Bioscience Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units Outstanding, Balance	171,557
Restricted Stock Units Outstanding, Granted	0
Restricted Stock Units Outstanding, Exercised	0
Restricted Stock Units Outstanding, Vested (RSUs)	(88,648)
Restricted Stock Units Outstanding, Cancelled / forfeited	0
Restricted Stock Units Outstanding, Balance	82,909
GrantDate Fair Value, Balance	$ 4.41
GrantDate Fair Value, Granted	0
GrantDate Fair Value, Vested (RSUs)	4.52
GrantDate Fair Value, Cancelled / forfeited	0
GrantDate Fair Value, Balance	$ 4.3
Restricted Stock Units (RSUs) [Member] | Equity Incentive Plan 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units Outstanding, Balance	7,980
Restricted Stock Units Outstanding, Granted	0
Restricted Stock Units Outstanding, Exercised	0
Restricted Stock Units Outstanding, Vested (RSUs)	(6,721)
Restricted Stock Units Outstanding, Cancelled / forfeited	(154)
Restricted Stock Units Outstanding, Balance	1,105
GrantDate Fair Value, Balance	$ 6
GrantDate Fair Value, Granted	0
GrantDate Fair Value, Vested (RSUs)	6
GrantDate Fair Value, Cancelled / forfeited	6
GrantDate Fair Value, Balance	$ 6

XML

Overview and Basis of Presentation (Details Textual) $ in Millions	1 Months Ended
	Oct. 31, 2013 USD ($)
Overview And Basis Of Presentation [Line Items]
Proceeds from Contributions from Parent	$ 15

XML

Subsequent Events

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

8. Subsequent  Events

 

Effective July 6, 2015, James McGorry was appointed President and Chief Executive Officer of the Company. Mr. McGorry has served as a member of the Company’s Board of Directors since February 25, 2013 and will continue to serve on the Board.

Pursuant to his employment agreement, Mr. McGorry receives an annual salary of $375,000, and is eligible to receive cash incentive compensation.  On July 6, 2015, Mr. McGorry also received nonqualified stock options to purchase 671,400 shares of the Company’s common stock with an exercise price of $1.38, the closing price of the Company’s stock on the date of grant. This option vests in four equal installments on January 1 of each year for four consecutive years commencing with January 1, 2016, subject to continued employment. These options are also subject to accelerated vesting under certain conditions related to employment with the Company.

XML

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2015

Stock Based Compensation [Line Items]

Schedule of Share-based Compensation, Activity [Table Text Block]

The following assumptions were used to estimate the fair value of stock options granted during the three and six months ended June 30, 2015:

	Three Months Ended June 30, 2015			Six Months Ended June 30, 2015
Volatility		76	%		79	%
Risk-free interest rate		1.59	%		1.67	%
Expected holding period		5.92 years			6.12 years
Dividend Yield		-	%		-	%

Harvard Bioscience Plan [Member]

Stock Based Compensation [Line Items]

Schedule of Share-based Compensation, Activity [Table Text Block]

The following is a summary of stock option and restricted stock unit activity for the three months ended June 30, 2015:

	Stock Options				Restricted Stock Units
	Stock Options Outstanding		Weighted Average Exercise Price		Restricted Stock Units Outstanding		Grant Date Fair Value
Balance at December 31, 2014		2,122,648	$	2.84		171,557	$	4.41
Granted		-		-		-		-
Exercised		(918,646)		2.73
Vested (RSUs)						(88,648)		4.52
Cancelled/forfeited		(6,585)		3.64		-		-
Balance at June 30, 2015		1,197,417	$	2.92		82,909	$	4.30

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Stock-based compensation expense from the Harvard Bioscience Plan for the three and six months ended June 30, 2015 and 2014, respectively, was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(in thousands)				(in thousands)
Research and development	$	10	$	11	$	20	$	31
Sales and marketing		3		4		6		7
General and administrative		95		165		186		324
Total stock-based compensation	$	108	$	180	$	212	$	362

Equity Incentive Plan 2013 [Member]

Stock Based Compensation [Line Items]

Schedule of Share-based Compensation, Activity [Table Text Block]

The following is a summary of stock option and restricted stock unit activity for the six months ended June 30, 2015:

	Stock Options				Restricted Stock Units
	Stock Options Outstanding		Weighted Average Exercise Price		Restricted Stock Units Outstanding		Grant Date Fair Value
Balance at December 31, 2014		2,006,980	$	4.73		7,980	$	6.00
Granted		734,000		3.15		-		-
Exercised		-		-		-		-
Vested (RSUs)		-		-		(6,721)		6.00
Cancelled/forfeited		(331,547)		4.29		(154)		6.00
Balance at June 30, 2015		2,409,433	$	4.31		1,105	$	6.00

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

Stock-based compensation expense for the three and six months ended June 30, 2015 and 2014, respectively, was allocated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(in thousands)				(in thousands)
Research and development	$	132	$	26	$	353	$	313
Sales and marketing		11		-		51		65
General and administrative		2,194		89		2,568		731
Total stock-based compensation	$	2,337	$	115	$	2,972	$	1,109

XML

Capital Stock, Financing and Liquidity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	Aug. 14, 2015	Feb. 18, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Class of Stock [Line Items]
Common Stock, Shares, Issued			10,974,388		10,974,388		7,856,607
Payments of Stock Issuance Costs		$ 1,100
Proceeds from Issuance or Sale of Equity		9,700
Net Income (Loss) Attributable to Parent, Total			$ (4,499)	$ (2,533)	$ (7,122)	$ (5,539)
Proceeds From Issuance Of Stock To Underwriters		$ 8,600
Common Stock [Member]
Class of Stock [Line Items]
Common Stock, Shares, Issued		2,070,000
Shares Issued, Price Per Share		$ 1.75
Net Income (Loss) Attributable to Parent, Total					$ 39,400
Stock Issued During Period, Shares, Conversion of Convertible Securities			903,715		1,026,395
Common Stock [Member] | Subsequent Event [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities	1,046,570
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible Preferred Stock, Shares Reserved for Future Issuance		695,857
Shares Issued, Price Per Share		$ 8.75
Preferred Stock, Par or Stated Value Per Share			$ 0.01		$ 0.01
Conversion of Stock, Shares Converted			180,743		205,279
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted	209,314

XML

Stock-Based Compensation (Details 2) - Jun. 30, 2015 - Equity Incentive Plan 2013 [Member]	Total	Total
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	76.00%	79.00%
Risk-free interest rate	1.59%	1.67%
Expected holding period	5 years 11 months 1 day	6 years 1 month 13 days
Dividend yield	0.00%	0.00%

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows used in operating activities:
Net loss:	$ (7,122)	$ (5,539)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	3,183	1,471
Depreciation	226	151
Changes in operating assets and liabilities:
Decrease (increase) in related party receivables	27	(60)
Increase in acounts receivable	(76)	0
Decrease (Increase) in inventories	6	(108)
Decrease in prepaid expenses	144	65
(Decrease) increase in accounts payable	(83)	71
(Increase) decrease in related party payable	39	(49)
(Decrease) increase in accrued and other current liabilities	(54)	189
Net cash used in operating activities	(3,710)	(3,809)
Cash flows used in investing activities:
Additions to property, plant and equipment	(21)	(495)
Net cash used in investing activities	(21)	(495)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock, net	5,357	0
Proceeds from issuance of common stock, net	3,237	358
Net cash provided by financing activities	8,594	358
Effect of exchange rate changes on cash	(8)	3
Net increase (decrease) in cash	4,855	(3,943)
Cash at the beginning of the period	5,272	14,008
Cash at the end of the period	$ 10,127	$ 10,065

XML

Concentrations

6 Months Ended

Jun. 30, 2015

Concentrations Disclosure [Abstract]

Concentrations Disclosure [Text Block]

5. Concentrations

 

At the time of the Separation, the Company entered into a 10-year product distribution agreement with Harvard Bioscience under which each company will become the exclusive distributor for the other party for products such other party develops for sale in the markets served by the other. In addition, Harvard Bioscience has agreed that except for certain existing activities of its German subsidiary, to the extent that any Harvard Bioscience businesses desire to resell or distribute any bioreactor that is then manufactured by HART, HART will be the exclusive manufacturer of such bioreactors and Harvard Bioscience will purchase such bioreactors from the Company. Sales to Harvard Bioscience accounted for 100% of the Company’s revenues and trade receivables.

XML

Stock-Based Compensation (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Harvard Bioscience Plan [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 108	$ 180	$ 212	$ 362
Equity Incentive Plan 2013 [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	2,337	115	2,972	1,109
Selling and Marketing [Member] | Harvard Bioscience Plan [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	3	4	6	7
Selling and Marketing [Member] | Equity Incentive Plan 2013 [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	11	0	51	65
General and Administrative [Member] | Harvard Bioscience Plan [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	95	165	186	324
General and Administrative [Member] | Equity Incentive Plan 2013 [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	2,194	89	2,568	731
Research and Development [Member] | Harvard Bioscience Plan [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	10	11	20	31
Research and Development [Member] | Equity Incentive Plan 2013 [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 132	$ 26	$ 353	$ 313