Form 8-K HARVARD BIOSCIENCE INC For: Mar 16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

Form 8-K
______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): March 16, 2016  

HARVARD BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in Charter)

(508) 893-8999
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 16, 2016, Harvard Bioscience, Inc. (the "Company") received a written Staff Determination Notice ("Notice") from the NASDAQ Stock Market ("NASDAQ"), stating that the Company is not in compliance with NASDAQ Marketplace Listing Rule 5250(c)(1) for continued listing because the Company has not timely filed the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the "Form 10-K"). On March 17, 2016, the Company issued a press release disclosing the receipt of the notice and a copy of the press release has been furnished as Exhibit 99.1 to this report.

On March 14, 2016, the Company filed a Notification of Late Filing on Form 12b-25, indicating that the filing of its Form 10-K will be delayed due to the timing of a forensic investigation initiated by the Company following its discovery, based upon preliminary findings, that an employee at Denville Scientific, Inc., one of its wholly-owned subsidiaries, appears to have embezzled money from the Company and manipulated certain records in an attempt to conceal the theft. 

The Company will take all necessary steps to achieve compliance with all NASDAQ listing requirements. The Notice indicates that the Company has until May 16, 2016 to submit a plan of compliance to NASDAQ.  The Company expects to file its Form 10-K by May 16, 2016, which would cure the failure to comply with the listing standard and eliminate the requirement to submit a plan of compliance to NASDAQ. During this process, the Company expects that its common stock will continue to be listed and traded on the NASDAQ Stock Market.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

EXHIBIT 99.1

Harvard Bioscience Receives NASDAQ Delinquency Notice

HOLLISTON, Mass., March 17, 2016 (GLOBE NEWSWIRE) -- On March 16, 2016, Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company”), a global developer, manufacturer and marketer of a broad range of solutions to advance life science, received a notice from NASDAQ (the “Notice”) stating the Company is not in compliance with Listing Rule 5250(c)(1) for continued listing because it has not yet filed its Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2015 by the due date of March 15, 2016.  

On March 14, 2016, the Company filed a Notification of Late Filing on Form 12b-25, indicating that the filing of its Form 10-K will be delayed due to the timing of a forensic investigation initiated by the Company following its discovery, based upon preliminary findings, that an employee at Denville Scientific, Inc., one of its wholly-owned subsidiaries, appears to have embezzled money from the Company and manipulated certain records in an attempt to conceal the theft.  

The Company will take all necessary steps to achieve compliance with all NASDAQ listing requirements. The Notice indicates that the Company has until May 16, 2016 to submit a plan of compliance to NASDAQ.  The Company expects to file its Form 10-K by May 16, 2016, which would cure the failure to comply with the listing standard and eliminate the requirement to submit a plan of compliance to NASDAQ. During this process, the Company expects that its common stock will continue to be listed and traded on the NASDAQ Stock Market. 

About Harvard Bioscience

Harvard Bioscience is a global developer, manufacturer and marketer of a broad range of solutions to advance life science. Our products are sold to thousands of researchers in over 100 countries through our global sales organization, websites, catalogs, and through distributors including GE Healthcare, Thermo Fisher Scientific Inc., VWR and other specialized distributors. We have sales and manufacturing operations in the United States, the United Kingdom, Germany, Sweden, Spain, France, Canada and China. For more information, please visit our website at www.harvardbioscience.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of such words as "anticipate," "expect," "plan," and similar expressions that do not relate to historical matters. Forward-looking statements in this press release may include, but are not limited to, statements or inferences about the Company's or management's beliefs or expectations, the Company's anticipated future revenues and earnings, and the Company's plans, objectives and intentions that are not historical facts. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause the Company's actual results to differ materially from those in the forward-looking statements include factors described under the heading "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, or otherwise described in our other public filings. The Company's results may also be affected by factors of which the Company is not currently aware. The Company may not update these forward-looking statements, even though its situation may change in the future, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

The Harvard Bioscience logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=23828

For investor inquiries, please call (508) 893-8999. Press releases may be found on our web site.                       

CONTACT:

Jeffrey A. Duchemin 
CEO and President

Robert E. Gagnon
CFO

Corey Manchester
Director, Finance and Investor Relations

Tel: 508 893 8999
Fax: 508 429 8478

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