Harvard Bioscience (HBIO)

EXPLANATORY NOTE

On September 2, 2009, Harvard Bioscience, Inc. (the “Company”) filed a Form 8-K (the “Original Form 8-K”) reporting (i) that the Company and its newly formed wholly-owned subsidiary, DAC Acquisition Holding, Inc., had entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which the Company agreed to buy substantially all of the assets of Denville Scientific, Inc. (“Denville”), a Delaware corporation with its principal offices in New Jersey (the “Seller”), and (ii) the simultaneous completion of such purchase of assets from Denville. However, at that time, the financial statements and pro forma financial information required by Item 9.01 of Form 8-K were not available. This Form 8-K/A is being filed to amend the Original Form 8-K by providing such required financial statements and pro forma financial information.

Explanatory Note

Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, Harvard Bioscience, Inc. hereby amends its Report on Form 10-Q for the quarterly period ended June 30, 2008, by amending and restating Item 6 in order to restore previously redacted portions of Exhibit 10.1 thereto. Except as set forth in Item 6 below, no other changes are made to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 2008.

This Amendment contains the complete text of the original report with the restored information appearing in Item 6 of Part II.

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EXPLANATORY NOTE

On August 1, 2005, Harvard Bioscience, Inc. (the “Company”) filed a Form 8-K (the “Original Form 8-K”) reporting the Company’s decision to sell its Capital Equipment Business Segment; however, at that time, the Company was unable in good faith to make a determination of the estimate of the costs that may be incurred in connection with the divestiture. On December 6, 2007, the Company filed Amendment No. 1 on Form 8-K/A to update the Company’s disclosures contained in the Original Form 8-K. This Amendment No. 2 on Form 8-K/A is being filed solely to update the Company’s disclosures contained in the Original Form 8-K to include certain of those estimates.

EXPLANATORY NOTE

We filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 on March 11, 2008 (the “Original Report”). In the Original Report, we inadvertently (1) omitted the conformed signatures of KPMG LLP on the following documents: (a) the Attestation Report on the Company’s Internal Control Over Financial Reporting, dated March 11, 2008, on pages 45-46, (b) the Report of Independent Registered Public Accounting Firm, dated March 11, 2008, on page F-2, and (c) the Consent of Independent Registered Public Accounting Firm, dated March 11, 2008, which was filed as Exhibit 23.1, and (2) in Item 9A(b), cross-referenced page F-2 instead of Item 9A(d) for KPMG LLP’s Attestation Report on the Company’s Internal Control Over Financial Reporting.

This Amendment No. 1 on Form 10-K/A (this “Amended Report”) is being filed solely to: (1) include the conformed signatures of KPMG LLP on the Attestation Report on the Company’s Internal Control Over Financial Reporting, dated March 11, 2008, and the Report of Independent Registered Public Accounting Firm, dated March 11, 2008; (2) file as Exhibit 23.1 a Consent of Independent Registered Public Accounting Firm, dated March 12, 2008, that includes a conformed signature of KPMG LLP; and (3) correct the erroneous cross-reference noted above. This Amended Report speaks as of the date of the filing of the Original Report, March 11, 2008, and all references in this Amended Report to “this Annual Report on Form 10-K” or similar language shall be deemed to refer to this Amended Report.

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EXPLANATORY NOTE

FACE="Times New Roman" SIZE="2">We filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 on March 11, 2008 (the “Original Report”). In the Original Report, we inadvertently (1) omitted the
conformed signatures of KPMG LLP on the following documents: (a) the Attestation Report on the Company’s Internal Control Over Financial Reporting, dated March 11, 2008, on pages 45-46, (b) the Report of Independent Registered
Public Accounting Firm, dated March 11, 2008, on page F-2, and (c) the Consent of Independent Registered Public Accounting Firm, dated March 11, 2008, which was filed as Exhibit 23.1, and (2) in Item 9A(b), cross-referenced
page F-2 instead of Item 9A(d) for KPMG LLP’s Attestation Report on the Company’s Internal Control Over Financial Reporting.

This Amendment
No. 1 on Form 10-K/A (this “Amended Report”) is being filed solely to: (1) include the conformed signatures of KPMG LLP on the Attestation Report on the Company’s Internal Control Over Financial Reporting, dated
March 11, 2008, and the Report of Independent Registered Public Accounting Firm, dated March 11, 2008; (2) file as Exhibit 23.1 a Consent of Independent Registered Public Accounting Firm, dated March 12, 2008, that includes a
conformed signature of KPMG LLP; and (3) correct the erroneous cross-reference noted above. This Amended Report speaks as of the date of the filing of the Original Report, March 11, 2008, and all references in this Amended Report to
“this Annual Report on Form 10-K” or similar language shall be deemed to refer to this Amended Report.

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EXPLANATORY NOTE

On August 1, 2005, the Company filed a Form 8-K (the “Original Form 8-K”) reporting the Company’s decision to sell its Capital Equipment Business Segment; however, at that time, the Company was unable in good faith to make a determination of the estimate the costs that may be incurred in connection with the divestiture. This Amendment No. 1 on Form 8-K/A is being filed solely to update the Company’s disclosure contained in the Original Form 8-K to include certain of those estimates.

On November 30, 2007, the Company entered into an Asset Purchase Agreement to sell, and sold, its Genomic Solutions Division and its Belgian subsidiary, Maia Scientific, both of which were part of the Company’s Capital Equipment Business Segment. Accordingly, the Company is able to estimate the costs associated with the divestiture of this portion of its Capital Equipment Business Segment to be between approximately $0.8 million and $1.0 million of legal and investment banking fees, a majority of which was included in the Company’s previously reported financial results for periods ended on or before September 30, 2007, and a loss of approximately $4.0 million. The Company estimates that, of these costs, between approximately $0.3 million and $0.4 million are expected to result in future cash expenditures. The foregoing loss does not include the various asset impairment charges that the Company has recorded through September 30, 2007 relating to the Capital Equipment Business Segment, all of which have been previously disclosed in the Company’s Forms 10-K and 10-Q. The remaining portion of the Company’s Capital Equipment Business Segment now consists of the Company’s COPAS flow cytometry product line, which the Company intends to pursue the sale of in a separate transaction. The Company is unable to estimate the costs and gain or loss that may be incurred in connection with the divestiture of this remaining portion of its Capital Equipment Business Segment at this time, and will further amend the Original Form 8-K when it is able to do so. The Company will continue to report the remaining portion of its Capital Equipment Business Segment as a discontinued operation.

This Amendment No. 1 to Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the word “estimates” and similar expressions that do not relate to historical matters. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause our actual results to differ materially from those in the forward-looking statements include the Company’s and its service providers’ ability to estimate fees and final operating results and financial position of the disposed businesses, plus factors described under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and subsequent Quarterly Reports on Form 10-Q or described in our other public filings. Our results may also be affected by factors of which we are not currently aware. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.