HARVARD BIOSCIENCE INC — Regulatory Filings 2017

Mar 17, 2017

NT 10-K 1 nt10k_031717.htm NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
	SEC File Number 001-33957
FORM 12b-25	CUSIP Number 416906105
NOTIFICATION OF LATE FILING

(Check One)
For Period Ended: December 31, 2016
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I — REGISTRANT INFORMATION
Harvard Bioscience, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
84 October Hill Road
Holliston, MA 01746
Address of Principal Executive Office (Street and Number)
City, State and Zip Code

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PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

We were unable to file our Annual Report on Form 10-K for the year ended December 31, 2016 (the “Annual Report”) within the prescribed time period because of an issue pertaining to an XBRL tagging error on the cover page of the Annual Report which could not be resolved by us or our third party filing agent in time to meet the filing deadline. The Annual Report was completed, executed and ready to be filed with the Commission prior to the 5:30 p.m. deadline for acceptance of filings on March 16, 2017, the due date for the filing, and we attempted to commence transmission of the Annual Report on the Commission’s EDGAR system prior to such deadline. In spite of our good faith effort to submit the Annual Report with the Commission on a timely basis, our third party filing agent was unable to do so due to this unanticipated filing issue. We have since filed the Annual Report with the Commission and are currently seeking to have the Commission to change the acceptance date for the Quarterly Report from March 17, 2017 to March 16, 2017. However, as a precautionary matter, we are submitting this Form 12b-25 to ensure that we remain timely in our periodic filings under the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Corey Manchester	(508)	893-3191
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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Harvard Bioscience, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

March 17, 2017
Robert Gagnon
Chief Financial Officer

ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

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