UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~April 3111, ~~2024~~2025

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35853	45-5210462
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


84 October Hill Road, Suite 11, Holliston, MA	01746
(Address of principal executive offices)	(Zip Code)

Registrant’'s telephone number, including area code: (774) 233-7300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 14.01. ~~Entry~~Change ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On ~~October~~ 31November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum LLP (“Marcum”). On April 11, 2025, Marcum informed Harvard Apparatus Regenerative Technology, Inc. (the “~~Company~~Registrant”) ~~entered~~that ~~into~~Marcum anresigned ~~exclusive~~as ~~distribution agreement (~~the ~~“Distribution~~Registrant’s ~~Agreement”)~~independent ~~with~~registered ~~Health~~public ~~Regen,~~accounting ~~Inc~~firm. ~~(the~~Also ~~“Distributor”)~~on ~~pursuant~~April to11, ~~which~~2025, the ~~Distributor has~~Registrant, ~~agreed~~with tothe ~~purchase~~approval ~~and~~of ~~sell~~the Audit Committee of the ~~Company~~Registrant’s ~~consumer~~Board ~~health~~of ~~and~~Directors, ~~dietary~~engaged ~~supplement~~CBIZ ~~products~~CPAs (P.C. as the ~~“Products”)~~Registrant’s independent registered public accounting firm.

~~The Distribution~~Neither ~~Agreement~~of ~~contains~~Marcum’s ~~customary~~reports ~~indemnifications,~~on ~~representations,~~the ~~warranties~~financial ~~and~~statements ~~covenants.~~of ~~The~~the ~~exclusivity~~Registrant ~~period~~for either of the ~~Distribution~~ ~~Agreement~~past ~~commences~~two onfiscal ~~November~~years 1ended, ~~2024~~December 31, 2024 and ~~expires on~~ December 31, ~~2030~~2023, ~~(the~~respectively, ~~“Exclusivity~~contained ~~Period”).~~an ~~During the~~adverse ~~Exclusivity~~opinion ~~period~~or ~~the~~a ~~Company~~disclaimer ~~and~~of ~~the~~opinion, ~~Distributor~~or ~~have~~was ~~agreed~~qualified ~~the Company will not engage~~ or ~~authorize~~modified ~~any~~as ~~other third-party~~ to ~~distribute~~ oruncertainty, ~~sell~~audit ~~the~~scope, ~~Products~~or ~~globally.~~accounting ~~The~~principles, ~~Company~~except isfor ~~entitled~~the toaddition of a ~~mark-up~~paragraph ~~fee~~expressing onsubstantial ~~the~~doubt ~~Product~~about ~~manufacturing costs, and~~ the Company is’s ~~entitled~~ability to ~~pass-through~~continue ~~costs~~as ~~for~~a ~~any~~going ~~services procured on behalf of the Distributor~~concern.

~~The Distribution~~During ~~Agreement~~the ~~may~~Registrant’s betwo ~~terminated~~most byrecent ~~mutual~~fiscal ~~agreement~~years toended ~~terminate~~December 31, or2024 ifand ~~the~~December ~~Company~~31, ~~decides~~2023, torespectively, ~~terminate~~and the ~~Distribution~~subsequent ~~Agreement before~~interim ~~the~~period ~~end~~through April 14, 2025, there were no disagreements with Marcum on any matter of ~~the~~accounting ~~Exclusivity~~principles ~~Period~~or ~~ends~~practices, ~~the~~financial ~~Company~~statement ~~will~~disclosure, ~~pay~~or ~~the~~auditing ~~Distributor~~scope aor ~~termination~~procedure, ~~fee~~which ofdisagreement(s), ~~three~~if ~~times~~not resolved to the ~~projected~~satisfaction ~~annual sales~~of inMarcum, ~~year~~would 6have caused it to make reference to the subject matter of the ~~Distribution~~disagreement(s) ~~Agreement~~in connection with its report.

~~The foregoing~~During ~~description~~the ofRegistrant’s two most recent fiscal years, the ~~Distribution~~subsequent ~~Agreement~~interim isperiods ~~qualified~~thereto, inand ~~its~~through ~~entirety~~April by14, ~~reference~~2025, tothere ~~the~~were ~~full~~no ~~text~~disagreements with Marcum on any matter of ~~the~~accounting ~~Distribution~~principles ~~Agreement~~or practices, ~~which~~ isfinancial ~~filed~~statement asdisclosure, ~~Exhibit~~or ~~10.1~~auditing scope or procedure, which disagreements, if not resolved to ~~this~~the ~~Current~~satisfaction ~~Report~~of onMarcum, ~~Form~~would ~~8-K~~have ~~and~~caused isit ~~incorporated~~to bymake reference ~~into~~in ~~this~~connection ~~Item~~with 1its opinion to the subject matter of the disagreement.~~01.~~

~~Item~~The ~~9.01~~Registrant ~~Financial~~has ~~Statements~~provided Marcum with a copy of the above disclosures prior to this filing with the Securities and ~~Exhibits~~Exchange Commission (the “Commission”). A letter to the Commission, dated April 14, 2025, from Marcum regarding its concurrence or disagreement with the statements made by the Registrant in this current report concerning the dismissal of Marcum as the Registrant’s independent registered public accounting firm is attached as Exhibit 16.1 hereto.

During the years ended December 31, 2024 and December 31, 2023, the subsequent interim periods thereto, and through April 14, 2025, neither the Registrant nor anyone acting on its behalf consulted Marcum with respect to (di) ~~Exhibits~~ the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither a written report nor oral advice was provided to the Registrant that Marcum concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or a reportable event set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K promulgated under the Exchange Act of 1934.

Exhibit Number		Title
10.1		Exclusive Distribution Agreement, between Harvard Apparatus Regenerative Technology, Inc. and Health Regen, Inc., dated October 31, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Item 9.01

Financial Statements and Exhibits

2(d) Exhibits

Exhibit Number		Exhibit Description
16.1		Letter from Marcum LLP, dated April 14, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
		(Registrant)
November 6, 2024		/s/ Joseph Damasio
April 14, 2025		/s/ Joseph Damasio
(Date)		Joseph Damasio
		Chief Financial Officer

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