Harvard Bioscience (NASDAQ: HBIO) lowers quorum to one-third of shares
Rhea-AI Filing Summary
Harvard Bioscience, Inc. reported a corporate governance change approved by its Board of Directors on January 19, 2026. The Board adopted an amendment to the company’s Amended and Restated By-laws that lowers the quorum requirement for stockholder meetings from a majority of shares entitled to vote to one-third (1/3) of the shares entitled to vote. This change was effective immediately upon approval by the Board.
The amendment is intended to make it easier for the company to validly conduct stockholder meetings when turnout is low, since fewer shares need to be represented to reach quorum. The full text of the amendment is provided as an exhibit to the report for investors and stockholders who want to review the exact by-law language.
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8-K Event Classification
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 19, 2026, the Board of Directors (the “Board”) of Harvard Bioscience, Inc., a Delaware corporation (the “Company”), approved an amendment to the Company’s Amended and Restated By-laws to reduce the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the shares of capital stock entitled to vote (the “By-laws Amendment”). The By-laws Amendment was effective upon adoption by the Board.
The foregoing description of the By-laws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment No. 2 to Amended and Restated By-laws of Harvard Bioscience, Inc. (as adopted January 19, 2026). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 the undersigned hereunto duly authorized.
| HARVARD BIOSCIENCE, INC. | ||
| Dated: January 20, 2026 | By: | /s/ Mark Frost |
| Name: Mark Frost | ||
| Title: Interim Chief Financial Officer | ||