SEC Form 4 · accession 0001437749-26-026955
Harvard Apparatus Regenerative Technology, Inc. · HRGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Junli He
Officer — CEO · Director
Period of report
Jul 21, 2026
Accepted (ET)
Aug 11, 2026 · 2:36 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001563665
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified Stock Option (right to buy), time-based trancheF1 | $1.09 | Jul 21, 2026 | A | 600,000 | A | — | Jul 21, 2036 | Common Stock, par value $0.01 per share | 600,000 | 600,000 | D |
| Nonqualified Stock Option (right to buy), performance-basedF2 | $1.09 | Jul 21, 2026 | A | 600,000 | A | — | Jul 21, 2036 | Common Stock, par value $0.01 per share | 600,000 | 600,000 | D |
Explanation of responses
- F1Subject to the Reporting Person's continued employment through each applicable vesting date, the time-based portion of the nonqualified stock option vests and becomes exercisable as follows: 100,000 shares vest upon signing of the applicable award agreement, representing vesting for the six-month period from March 1, 2026 through August 31, 2026, subject to the Reporting Person's continued employment through the date of signing. Thereafter, 16,667 shares vest on the first day of each calendar month commencing September 1, 2026, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date; provided that the final monthly installment will be adjusted as necessary so that no more than 600,000 shares vest under the time-based tranche.
- F2Subject to the Reporting Person's continued employment through the applicable vesting date, the performance-based portion of the nonqualified stock option vests and becomes exercisable in four milestone tranches as follows: (i) 250,000 shares upon the closing of a sale of a controlling stake in the Issuer or the listing of its common stock on a national securities exchange (Nasdaq or NYSE), whichever occurs first, following the grant date; (ii) 125,000 shares if, at any time following the Issuer's initial public offering or the listing of its common stock on a national securities exchange, the volume-weighted average price of the Issuer's common stock equals or exceeds two times (2.0x) the initial public offering price or initial listing price, or such fixed target as may be established by the Compensation Committee, e.g., $3.00 per share, for twenty (20) consecutive trading days; (iii) 125,000 shares upon the first date on which the Issuer has raised at least an additional $10,000,000
Remarks
Upon the consummation of a Sale Event or the occurrence of a Change of Control, each as defined in the Issuer's Amended and Restated Equity Incentive Plan, the option becomes fully vested and exercisable with respect to all shares subject to the option. The reported option is a single nonqualified stock option covering 1,200,000 shares of the Issuer's common stock. The two Table II rows separately present the 600,000-share time-based portion and the 600,000-share performance-based portion because the portions have different vesting conditions.