Material Agreement Form 8 K

On August 19, 2024, Harvard Apparatus Regenerative Technology, Inc. (the "Company") entered into a Securities Purchase Agreement with an investor (the "Investor") pursuant to which the Investor agreed to purchase in a private placement an aggregate of 1,388,888 shares of common stock for the aggregate purchase price of approximately $5.0 million and a purchase price per share of $3.60 (the "Private Placement").

The Purchase Agreements include customary representations, warranties and covenants. Additionally, the Purchase Agreement requires the Company to increase the size of its Board of Directors (the "Board") by one member, to appoint a designee selected by the Investor to the Board, and to take certain actions to ensure that the designee remains on the Board. The Company also agreed to use its reasonable best efforts to obtain approval from its stockholders at the next annual meeting of stockholders to amend the Company's Amended and Restated Certificate of Incorporation (the "Charter") to eliminate classification of directors and to amend the Charter and the Company's Third Amended and Restated Bylaws to permit special stockholder meetings to be called by holders of at least 35% of the Company's voting power.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The foregoing summary of the terms of the Purchase Agreement is subject to, and is qualified in its entirety by, the terms of the Purchase Agreement, which is filed herewith as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.