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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 31, 2024
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
1.01. |
Entry
into a Material Definitive Agreement |
On
October 31, 2024, Harvard Apparatus Regenerative Technology, Inc. (the “Company”) entered into an exclusive distribution
agreement (the “Distribution Agreement”) with Health Regen, Inc. (the “Distributor”) pursuant to which the Distributor
has agreed to purchase and sell the Company’s consumer health and dietary supplement products (the “Products”).
The
Distribution Agreement contains customary indemnifications, representations, warranties and covenants. The exclusivity period of the
Distribution Agreement commences on November 1, 2024, and expires on December 31, 2030 (the “Exclusivity Period”). During
the Exclusivity period the Company and the Distributor have agreed the Company will not engage or authorize any other third-party to
distribute or sell the Products globally. The Company is entitled to a mark-up fee on the Product manufacturing costs, and the Company
is entitled to pass-through costs for any services procured on behalf of the Distributor.
The
Distribution Agreement may be terminated by mutual agreement to terminate, or if the Company decides to terminate the Distribution Agreement
before the end of the Exclusivity Period ends the Company will pay the Distributor a termination fee of three times the projected annual
sales in year 6 of the Distribution Agreement.
The
foregoing description of the Distribution Agreement is qualified in its entirety by reference to the full text of the Distribution Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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 |
| (Date) |
|
Joseph
Damasio |
| |
|
Chief
Financial Officer |
Exhibit
10.1
Exclusive
Distribution Agreement
This
Exclusive Distribution Agreement (this “Agreement”) is made effective as of October 31, 2024, between Harvard Apparatus Regenerative
Technology, Inc, of 84 October Hill Rd, Suite 11, Holliston, Massachusetts 01746 and its affiliates (“Company”), and ___Health
Regen, Inc., of _________________, _________________, _________________ __and its affiliates (“Distributor”).
Whereas,
the Company has been authorized by Harvard University to use the company name “Harvard Apparatus Regenerative Technology, Inc”
globally and the Company has expanded or will expand its business into consumer health and dietary supplement products;
Distributor
and Company desire to enter into an exclusive agreement with regard to the purchase and sale of Consumer Health and Dietary Supplement
products, hereinafter called Product; and
Whereas,
Distributor and the Company are entering into this Agreement in good faith and are relying on its terms;
Now,
therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
EXCLUSIVITY.
Exclusivity Period shall mean the period commencing on November 1, 2024, and expiring on December 31, 2030. During
this period (the “Exclusivity Period”), the Company agrees that it shall not, either directly or indirectly, through any
employee, agent, or representative, nor shall it permit any agent or representative, to solicit, initiate, entertain, or engage in discussions
or negotiations with any third party concerning the sale or distribution of the Products as defined herein.
The
Distributor and the Company further agree that, for the duration of the Exclusivity Period, the Company shall sell the Products exclusively
through the Distributor and shall not engage or authorize any other third-party distributor, agent, or vendor, whether within or outside
the Distributor’s territory, to distribute or sell the Products globally.
The
Distributor is granted the right to use the Company’s name, trademarks, and logos for the purpose of marketing and selling the
Products, subject to the terms of the Company’s brand guidelines.
This
Agreement shall automatically renew for an additional period of six (6) years upon the conclusion of the initial Exclusivity Period,
provided that the Distributor has fulfilled all performance obligations and other conditions as reasonably required by the Company during
the initial term as below:
1.
Annual Sales Goals: The Distributor agrees to meet the annual sales targets as outlined in Exhibit 1, with payments made to the
Company as specified therein, for each of the six (6) years of the Exclusivity Period. The remainder of the year 2024 shall be considered
an initiation period (“Initiation Period”), during which the Distributor is permitted to establish its operational framework,
including the integration and absorption of the Company’s consumer health team.
The
Company agrees that any sales made to the Distributor during the Initiation Period shall be applied and counted towards the sales target
for the calendar year 2025.
Exhibit
1
| Year |
|
Sales
(USD 000s) |
| 2025 |
|
1,000 |
| 2026 |
|
1,800 |
| 2027 |
|
3,200 |
| 2028 |
|
5,800 |
| 2029 |
|
10,500 |
| 2030 |
|
20,000 |
2.
Non-Default Provision: The Distributor warrants and represents that, as of the date of this Agreement, and throughout the term of
this Agreement, it has not defaulted on or breached any of the terms, conditions, covenants, or obligations set forth herein.
ITEMS
PURCHASED. The Company agrees to sell exclusively, and the Distributor agrees to purchase exclusively, the following products (the
“Goods”) pursuant to the terms and conditions outlined in this Agreement:
| 2. | Anti-aging
or Longevity Products. |
The
Distributor shall provide product and manufacturer vendor recommendations to the Company for its consideration. Furthermore, the Distributor
shall be informed and kept apprised of the research and development costs as well as manufacturing costs associated with the Products.
TRANSITION
OF ASSETS AND EMPLOYEES FROM COMPANY TO DISTRIBUTOR. Effective as of November 1, 2024, employees and inventory held by the
Company’s subsidiary located in China shall be transferred to the Distributor and/or its affiliates
COMPANY
RESPONSIBILITIES. The Company shall be solely responsible for the research and development, manufacturing, quality control, and product
descriptions of the Goods. The Company agrees to use its best efforts and fully cooperate with the Distributor in obtaining all necessary
approvals, certifications, or any other legal documentation required for the Distributor to lawfully distribute the Goods in the Distributor’s
global markets.
DISTRIBUTOR
RESPONSIBILITIES. The Distributor agrees to utilize its global sales network, invest in marketing initiatives, and actively promote
the Company’s products in international markets in order to meet the agreed-upon sales targets. The Distributor shall use the Company’s
brand, including trademarks and logos, in accordance with the Company’s brand management policies and guidelines.
PRICE.
The Company shall be entitled to a mark-up fee of [10]% on all product manufacturing costs. Additionally, the Company shall be entitled
to pass-through costs for any services procured on behalf of the Distributor, including any applicable sales taxes, customs duties
TITLE/RISK
OF LOSS. Title to and risk of loss of goods shall pass to Distributor upon delivery F.O.B. at Company’s plant to an agent of
Distributor including a common carrier, notwithstanding any prepayment or allowance of freight by Company.
PAYMENT.
Payment shall be made to 84 October Hill Rd, Suite 11, Holliston, Massachusetts 01746, paid in advance, prior to any actual costs
being incurred for the procurement of goods and services.
If
any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 7.5 percent per year, or the maximum
percentage allowed under applicable laws, whichever is less. Distributor shall pay all costs of collection, including without limitation,
reasonable attorney fees.
In
addition to any other right or remedy provided by law, if Distributor fails to pay for the Goods when due, Company has the option to
treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.
DELIVERY.
Upon the Distributor’s collection of the goods from the Company’s designated location, the responsibility and risk for
the goods shall immediately transfer to the Distributor. The Company shall have no liability for any damage, loss, or issues that arise
with the goods after they have been picked up by the Distributor, including during transportation or subsequent handling. The Distributor
is solely responsible for the proper transportation, insurance, and safeguarding of the goods after collection.
PAYMENT
OF TAXES. Distributor agrees to pay all taxes of every description, federal, state, and municipal, that arise as a result of this
sale, excluding income taxes.
WARRANTIES.
Company warrants that the Goods shall be free of substantive defects in material and workmanship and in conformance with industry
standards.
COMPANY
SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION.
Company agrees to indemnify and hold harmless Distributor, any of its affiliates, successors, assignees, employees, and associates or
each of them against and from any and all claims arising from or relating to the legal theory of product liability, including, without
limitation, claims based on alleged defects in the design, manufacture, or packing of Goods purchased under this Agreement.
INSPECTION.
Distributor, upon receiving possession of the Goods, shall have a reasonable opportunity to inspect the Goods to determine if the
Goods conform to the requirements of this Agreement. If Distributor, in good faith, determines that all or a portion of the Goods are
non-conforming, Distributor may return the Goods to Company at Distributor’s expense. Distributor must provide written notice to
Company of the reason for rejecting the Goods.
DEFAULT.
The occurrence of any of the following shall constitute a material default under this Agreement:
| a. | The
failure to make a required payment when due. |
| b. | The
insolvency or bankruptcy of either party. |
| c. | The
subjection of any of either party’s property to any levy, seizure, general assignment
for the benefit of creditors, application or sale for or by any creditor or government agency. |
| d. | The
failure to make available or deliver the Goods in the time and manner provided for in this
Agreement. |
TERMINATION.
The agreement can only be terminated if parties agree to terminate in writing and signed by both parties 180 days in advance. If
the Company terminates the agreement before the agreement expires, the Company will pay the Distributor 3 times of the projected annual
sales to Distributor in year 6.
FORCE
MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by
causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations
gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended
to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic,
outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion,
vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections,
riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes.
The
excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed
to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable
control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION.
Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with
the then-current Commercial Arbitration Rules of the American Arbitration Association. Information about the American Arbitration Association,
and how to commence arbitration before it, is available atwww.adr.org or by calling 1-800-778-7879. The parties shall select a mutually
acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable
to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all
three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located
between the parties, or otherwise mutually agreed upon by the parties.
All
documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available
to the other party for review and copying no later than 30 days after the notice of arbitration is served.
The
arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s)
shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the
arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having
jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance
of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
CLASS
ACTION WAIVER. ANY OF THE ABOVE ARBITRATION PROCEEDINGS SHALL BE RESOLVED ON A SOLELY INDIVIDUAL BASIS. THE DISTRIBUTOR SHALL NOT
SEEK TO HAVE ANY DISPUTE AGAINST THE COMPANY RESOLVED UNDER A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY-GENERAL
ACTION, OR ANY OTHER PROCEEDING WHERE THE DISTRIBUTOR ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. THE DISTRIBUTOR FURTHER AGREES
THAT NO ARBITRATION OR PROCEEDING AGAINST THE COMPANY SHALL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING.
CONFIDENTIALITY.
Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party’s
business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable
precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request
by an owner, all documents relating to the confidential information will be returned to such owner.
MUTUAL
NON-DISPARAGEMENT. Both parties agree that they will not make or repeat any derogatory, disparaging or critical negative statements
about the other party, or any person associated with or representing the other party, for the duration of the Exclusivity Period plus
one year immediately following the Exclusivity Period, unless ordered to do so by a court of competent jurisdiction or otherwise required
by law. This clause shall include, but not be limited to, any third-party media outlet, website or forum. Any and each violation of this
non-disparagement provision shall constitute a breach of the Agreement by the disparaging party and entitle the disparaged party to bring
a legal action for appropriate relief in equity, including damages.
NOTICES.
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified
mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in
writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
REMEDIES
ON DEFAULT. The parties acknowledge and agree that, Company is entitled to equitable remedies including injunction and specific performance
for the breach of any provisions of this agreement. In addition to any and all other rights available according to law, if either party
defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation
the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within
60 days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.
ENTIRE
AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there
are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
AMENDMENT.
This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
SEVERABILITY.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting
such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so
limited.
ASSIGNMENT
OF RIGHTS. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any
other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.
WAIVER
OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or
limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE
LAW. This Agreement shall be governed by the laws of the State of Delaware.
SIGNATURES.
This Agreement shall be executed on behalf of Health Regen Inc. by Dan Zhi Han, and on behalf of Harvard Apparatus Regenerative Technology,
Inc by Shunfu Hu, its Vice President of Operations.
Distributor:
Health
Regen Inc.
| By: |
/s/
Dan Zhi Han |
|
Date: |
October
31, 2024 |
Company:
Harvard
Apparatus Regenerative Technology, Inc
| By: |
/s/
Shunfu Hu |
|
Date: |
October
31, 2024 |
| |
|
|
|
|
| |
Shunfu
Hu |
|
|
|
| |
Vice
President of Operations |
|
|
|
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