Harvard Bioscience (HBIO) Proxy Filing summary

Executive summary

• Special Meeting called to approve a reverse stock split at a ratio between 1-for-5 and 1-for-15 to regain compliance with Nasdaq's $1.00 minimum bid price requirement.

• Adjournment proposal included to allow solicitation of additional proxies if needed for the reverse split approval.

• Board recommends voting in favor of both proposals to maintain Nasdaq listing and facilitate future financings.

• Reverse split, if approved, may be implemented within six months at the Board's discretion based on market conditions.

• No assurance that the reverse split will result in a sustained increase in share price or continued Nasdaq compliance.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to effect a reverse stock split of issued and outstanding common stock at a ratio between 1-for-5 and 1-for-15.

• Proposal 2: Authorize adjournment of the Special Meeting to solicit additional proxies if insufficient votes for Proposal 1.

• Majority of votes cast required for approval of each proposal; broker non-votes and abstentions have no impact.

• Board recommends voting "FOR" both proposals.

• Stockholder proposals for the 2026 annual meeting must be received by December 24, 2025, to be included.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split even if approved by shareholders.

• No current arrangements for issuance of additional shares following the reverse split.

• Board believes higher share price may attract institutional investors and facilitate strategic alternatives.