v3.26.1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of Harvard Apparatus Regenerative Technology and its subsidiaries; Harvard Apparatus Regenerative Technology Limited (Hong Kong), Harvard Apparatus Regenerative Technology (Hangzhou) Limited (China), Harvard Apparatus Regenerative Technology GmbH (Germany), and Harvard Apparatus Regenerative Technology Incorporated (California). All intercompany balances and transactions have been eliminated in consolidation.

 

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The condensed consolidated financial statements reflect the Company’s financial position, results of operations and comprehensive loss and cash flows in conformity with accounting principles generally accepted in the United States, or U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2025.

 

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The process of preparing condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, share-based compensation, accrued expenses and the valuation allowance for deferred income taxes. Actual results could differ from those estimates.

 

Revenue [Policy Text Block]

Revenue

 

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers. The Company offers consumer products primarily through a third-party online store. Revenue is recognized at a point in time when control of the goods is transferred to the customer, which generally occurs upon the delivery to the customer. For any company direct sales to customers, revenue is recognized at a point in time upon shipment of product or hand-delivery to customer. In October 2024, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) with Health Regen, Inc., of Pittsfield, MA (“Health Regen”). Pursuant to the Distribution Agreement, the Company granted Health Regen exclusive distribution rights to all of its Consumer Health Products globally.  For any sales to Health Regen, revenue is recognized when goods are made available by the Company for transfer. Revenue also excludes any amounts collected on behalf of third parties, including sales and indirect taxes.

 

The Company identifies a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on the Company’s financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation.

 

Cost of Goods and Service [Policy Text Block]

Cost of Sales

 

Cost of sales primarily consists of the purchase price of consumer products, taxes, inbound and outbound shipping costs. Shipping costs to receive products from our suppliers are recognized as cost of sales when incurred. E-commerce processing and related transaction costs, including those associated with seller transactions, are classified in sales and marketing on our condensed consolidated statements of operations and comprehensive loss.

 

Research and Development Expense, Policy [Policy Text Block]

Research and Development

 

Research and development costs are expensed as incurred.

 

Advertising Cost [Policy Text Block]

Sales and Marketing

 

Sales and marketing costs include advertising and payroll and related expenses for personnel engaged in marketing and selling activities. In October 2024, the Company entered into the Distribution Agreement with Health Regen, pursuant to which the Company granted Health Regen exclusive distribution rights to all of its Consumer Health Products globally.  Health Regen primarily facilitates distribution in coordination with the Company’s Hong Kong subsidiary. The initial term of the Distribution Agreement is from November 1, 2024 through December 31, 2030.

 

Selling, General and Administrative Expenses, Policy [Policy Text Block]

General and Administrative

 

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses; facilities and equipment expenses, such as depreciation and amortization expense and rent; and professional fees.

 

Segment Reporting, Policy [Policy Text Block]

Segment Information

 

The Company manages its operations as two separate operating segments for the purposes of assessing performance and making operating decisions. The Company has one operating unit focused on the development and commercialization of therapies to treat cancers, injuries, and birth defects of the gastro-intestinal tract and the airways. The other operating unit is focused on personal healthcare through dietary supplements. The Company has determined that its chief executive officer is the chief operating decision maker (the “CODM”). The CODM reviews separate discrete financial information presented by operating segment. Resource allocation decisions are made by the CODM based on operating segment cash used in operations, revenues and net income (loss).

 

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash Concentrations

 

The Company maintains its cash balances at accredited financial institutions with high credit ratings. These balances are held in federally insured accounts, and from time to time the Company may maintain balances in excess of applicable insurance limits. The Company has not experienced any losses on its cash holdings to date and does not believe it is exposed to significant credit risk beyond the normal risks associated with commercial banking relationships. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company currently invests available cash in money market funds.

 

Accounts Receivable [Policy Text Block]

Accounts Receivable

 

Allowances for credit losses are provided for estimated amounts of accounts receivable which may not be collected. At March 31, 2026 and December 31, 2025, we determined that no allowance for credit losses against accounts receivable was necessary.  The Company has elected the practical expedient under ASU 2025-05, which assumes current conditions as of the balance sheet date remain unchanged for the remaining life of the asset.  Advance payment is required under standard terms.

 

Inventory, Policy [Policy Text Block]

Inventory

 

Inventory, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

 

Long Term Prepaid Contracts [Policy Text Block]

Long-term Prepaid Contracts

 

The Company has contracted with partners relating to its clinical trial activities. Upon execution of the contracts, the Company made initial deposits of $1.2 million in connection with a clinical trial contract and will be applied against final invoices which are more than a year away. The deposits will be recorded as expense when the clinical trial is substantially completed. Costs for the clinical trial activities throughout the Company’s clinical trial under these contracts are recognized as expense and payable based on costs incurred.  During the three months ended March 31, 2026, the Company paid $0.2 million to replenish the deposit balances which increased the long-term prepaid contracts balance to $0.7 million. In addition to the clinical trial deposits, the Company has $0.1 million in other deposits paid to its landlord as a security deposit and to a university for future esophageal implant production. The other deposits are not expected to be expensed within the next twelve months and are therefore classified as long term.

 

Property, Plant, and Equipment [Policy Text Block]

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

 

Leasehold improvements

 Shorter of expected useful life or lease term (years) 

Computer equipment and software

  3 

Furniture, machinery and equipment

  5 - 7 

 

Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized.

 

Long-Lived Asset, Excluding Intangible Asset and Goodwill, Impairment and Disposal [Policy Text Block]

Impairment of Long-Lived Assets


Assessments of long-lived assets and the remaining useful lives of such long-lived assets are reviewed for impairment whenever a triggering event occurs or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets, based on the present value of the expected future cash flows associated with the use of the asset. Through March 31, 2026, no such impairment charges have been recorded.

 

Revenue from Contract with Customer [Policy Text Block]

Deferred Revenue

 

The Company does not recognize contract assets, as revenue is not recognized prior to the satisfaction of performance obligations and the right to consideration is unconditional at the time of invoicing. Deferred revenue represents advance payments received from our distributor for goods that will be made available to be transferred in future periods. These payments are initially recorded as liabilities and recognized as revenue when the related goods are provided.  The Company had no deferred revenue as of January 1, 2025, as no advance payments from customers were received during that period. Deferred revenue primarily consists of advance payments for consumer health products. The Company expects to recognize this revenue within the next fiscal quarter, as the performance obligations are satisfied.


Management regularly reviews the deferred revenue balance to ensure that revenue is recognized in accordance with the Company’s revenue recognition policy and applicable accounting standards.

 

The following table summarizes the Company’s contract balances from contracts with customers as required by ASC 606-10-50-8 in thousands:

 

  

March 31,

  

December 31,

 

Contract Balances

 

2026

  

2025

 
         

Deferred revenue

 $340  $252 

 

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency

 

Assets and liabilities of non-U.S. operations where the functional currency is other than the U.S. dollar are translated from the functional currency into U.S. dollars at period-end exchange rates, and revenues and expenses are translated at average rates prevailing during the year. Resulting translation adjustments are accumulated as part of accumulated other comprehensive loss. Transaction gains or losses are recognized in income or loss in the period in which they occur.

 

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

 

Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the if-converted method. For purposes of the diluted net loss per share calculation, warrants to purchase the Company’s common stock, par value $0.01 per share (the “Common Stock”) and stock options are considered to be common stock equivalents, but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented.

 

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

 

For the three months ended March 31, 2026 and 2025, Health Regen accounted for approximately 100% and 90% of total product revenue, respectively.  Health Regen was the only customer to account for more than 10% of total accounts receivable as of both March 31, 2026 and December 31, 2025.  

 

Unaudited Interim Financial Information (Policy Text Block)

Unaudited Interim Financial Information

 

The accompanying interim condensed consolidated balance sheet as of March 31, 2026, condensed consolidated interim statements of operations and comprehensive loss and condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025 are unaudited. The interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2026, its condensed consolidated results of operations and stockholders’ equity for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are unaudited. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods or any future year or period.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

 

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

 

In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 improves disclosures about a public business entity’s expenses by requiring disaggregated disclosures of certain types of expenses, including purchases of inventory, employee compensation, depreciation, intangible amortization and depletion, as applicable, for each income statement caption that includes those expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effective for public business entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements and related disclosures.

 

In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC 606.  The Company adopted ASU 2025-05 effective January 1, 2026, applying the practical expedient, which assumes that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. The adoption did not have a material impact on the Company's condensed consolidated financial statements.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

 

There have been no material changes to the Company’s fair value measurement policies, methods, or financial instruments since the disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.