SEC Form 4 · accession 0001437749-26-031181

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

Sep 11, 2026

Accepted (ET)

Sep 25, 2026 · 10:51 am EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001563665

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Sep 11, 2026	C	683,725	$1.05	A	964,300	D
Common Stock	Sep 11, 2026	P	361,905	$1.05	A	1,326,205	D
Common Stock^F3	Sep 15, 2026	P	6,725	$2.15	A	1,332,930	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Bridge Note (04/14/2026)^F5,F4,F6	$1.05	Sep 11, 2026	C	310,000	D	—	—	Common Stock	295,238	D
Bridge Note (05/13/2026)^F5,F4,F6	$1.05	Sep 11, 2026	C	205,378	D	—	—	Common Stock	195,598	D
Bridge Note (07/16/2026)^F5,F4,F6	$1.05	Sep 11, 2026	C	202,533	D	—	—	Common Stock	192,889	D

Explanation of responses

F1On September 11, 2026, the Issuer entered into Securities Purchase Agreements with certain investors pursuant to which the investors purchased in a private placement an aggregate of 2,703,727 shares of common stock at a purchase price of $1.05 per share (the "Private Placement"), which closed on September 11, 2026. Included in the Private Placement, the Reporting Person acquired 683,725 shares of common stock in exchange for the conversion and cancellation of an aggregate of $717,911 of outstanding principal and accrued interest under bridge promissory notes previously issued by the Issuer to the Reporting Person on April 14, 2026, May 13, 2026 and July 16, 2026, pursuant to a Securities Purchase Agreement, dated as of September 11, 2026, between the Issuer and the Reporting Person. The shares issued to the Reporting Person were issued at the same $1.05 per share purchase price, and the notes were cancelled in full upon the closing.
F2On September 11, 2026, the Reporting Person also purchased 361,905 shares of common stock of the Issuer in the Private Placement for an aggregate cash purchase price of $380,000, or $1.05 per share, pursuant to a Securities Purchase Agreement, dated as of September 11, 2026, between the Issuer and the Reporting Person, on the same terms as the other investors in the Private Placement.
F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions from September 15, 2026 to September 23, 2026. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.
F4Each bridge note provided that, upon a qualified equity financing of the Issuer, the Reporting Person could elect to convert the full balance of the note (principal and accrued interest) into the equity securities sold in such financing at the per-unit price paid by the purchasers in the financing. Because the conversion price was not fixed until the closing of the Private Placement, the notes were not derivative securities prior to that date pursuant to Rule 16a-1(c)(6). The conversion price became fixed at $1.05 per share upon the closing of the Private Placement on September 11, 2026, and the Reporting Person converted the full balance of each note on that date.
F5Represents the outstanding principal and accrued interest on the note as of September 11, 2026.
F6The notes were convertible upon the closing of a qualified equity financing and were scheduled to mature on the earlier of the closing of the Issuer's next capital raise with gross proceeds of at least $5,000,000 or the first anniversary of the note's issue date.