Harvard Bioscience Inc

This management proposal asks shareholders to authorize an amendment to the Company’s Certificate of Incorporation to permit the Board to effect a reverse stock split combining between five and 15 pre-split shares into one post-split share, with the exact ratio and timing to be determined by the Board and implemented within six months if exercised. The primary objective is regulatory compliance: the Company has received Nasdaq deficiency notices for failing to maintain a minimum $1.00 closing bid price and has been granted an extension after transferring to The Nasdaq Capital Market, but remains noncompliant as of the proxy date. The Board views the reverse split as a tool to increase the per-share price to meet Nasdaq’s minimum bid requirement, preserve the Company’s Nasdaq listing, and potentially improve marketability and institutional investor interest, which could facilitate future financings or strategic transactions. The Board retains discretion to abandon or delay the split if it deems implementation not in stockholders’ best interests, and no additional shares will be authorized by the split; however, because authorized shares remain unchanged, the ratio of authorized to issued shares will increase effectively expanding available authorized shares for issuance without further stockholder approval. The Company discloses material risks: there is no assurance the split will produce a sustained increase in share price, liquidity may decline, and the post-split price could still fail to meet Nasdaq requirements. The proposal includes customary mechanics: no fractional shares will be issued and cash will be paid in lieu of fractions, and the amendment’s text is attached as Annex B with exact implementing language. Governance and anti-takeover considerations are noted: while not proposed for takeover defense, the increased ratio of unissued authorized shares could, under certain circumstances, be used in transactions that dilute potential acquirers. Overall, the Board recommends a FOR vote based on the regulatory need to regain compliance and the possible strategic benefits, while cautioning shareholders about the uncertain market and liquidity outcomes and the Board’s retained discretion to proceed or not.

This management proposal requests shareholder approval to permit the meeting to be adjourned, if a quorum exists and if there are insufficient votes to approve the reverse stock split, so the Company can continue soliciting proxies in order to obtain the necessary majority for Proposal 1. The proposal is procedural and customary in contested or close-vote contexts; it does not change substantive corporate rights or the terms of Proposal 1, but provides the Board and management operational flexibility to continue outreach to shareholders. The vote required is a simple majority of votes cast, and the Board explicitly recommends a FOR vote to preserve its ability to complete the solicitation should initial voting be insufficient. The contingency is limited: adjournment would be used only if needed and only with a quorum present, and any adjournment would be to solicit additional proxies rather than to implement substantive actions. From a governance perspective, approval helps ensure that if shareholders are initially underinformed or if turnout is low, the Company can make a fuller solicitation to reflect shareholder intent. The risk to shareholders is minimal because the adjournment itself does not change Proposal 1’s substance and provides no authority to alter the reverse split terms; however, it can extend the timeframe for final resolution and potentially increase solicitation costs. Given the regulatory imperative (Nasdaq compliance) that motivates Proposal 1, management’s request for adjournment is a practical step to maximize the chance that shareholders have the opportunity to consider and vote on the reverse split. Overall, the Board’s FOR recommendation is intended to preserve flexibility to achieve a definitive stockholder vote on the materially consequential reverse split proposal.