Sec Form 4 Filing - He Junli @ Harvard Apparatus Regenerative Technology, Inc. - 2026-07-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person He Junli 2. Issuer Name and Ticker or Trading Symbol Harvard Apparatus Regenerative Technology, Inc. [ HRGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O HREGEN, 84 OCTOBER HILL ROAD, SUITE 11 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2026 (Street) HOLLISTON, MA01746 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Nonqualified Stock Option (right to buy), time-based tranche $ 1.09 07/21/2026 A 600,000 ( 1 ) 07/21/2036 Common Stock, par value $0.01 per share 600,000 $ 0 600,000 D Nonqualified Stock Option (right to buy), performance-based $ 1.09 07/21/2026 A 600,000 ( 2 ) 07/21/2036 Common Stock, par value $0.01 per share 600,000 $ 0 600,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other He Junli C/O HREGEN 84 OCTOBER HILL ROAD, SUITE 11 HOLLISTON, MA01746 X CEO Signatures /s/ Joseph Damasio, by power of attorney 08/11/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to the Reporting Person's continued employment through each applicable vesting date, the time-based portion of the nonqualified stock option vests and becomes exercisable as follows: 100,000 shares vest upon signing of the applicable award agreement, representing vesting for the six-month period from March 1, 2026 through August 31, 2026, subject to the Reporting Person's continued employment through the date of signing. Thereafter, 16,667 shares vest on the first day of each calendar month commencing September 1, 2026, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date; provided that the final monthly installment will be adjusted as necessary so that no more than 600,000 shares vest under the time-based tranche. ( 2 )Subject to the Reporting Person's continued employment through the applicable vesting date, the performance-based portion of the nonqualified stock option vests and becomes exercisable in four milestone tranches as follows: (i) 250,000 shares upon the closing of a sale of a controlling stake in the Issuer or the listing of its common stock on a national securities exchange (Nasdaq or NYSE), whichever occurs first, following the grant date; (ii) 125,000 shares if, at any time following the Issuer's initial public offering or the listing of its common stock on a national securities exchange, the volume-weighted average price of the Issuer's common stock equals or exceeds two times (2.0x) the initial public offering price or initial listing price, or such fixed target as may be established by the Compensation Committee, e.g., $3.00 per share, for twenty (20) consecutive trading days; (iii) 125,000 shares upon the first date on which the Issuer has raised at least an additional $10,000,000

Remarks: Upon the consummation of a Sale Event or the occurrence of a Change of Control, each as defined in the Issuer's Amended and Restated Equity Incentive Plan, the option becomes fully vested and exercisable with respect to all shares subject to the option. The reported option is a single nonqualified stock option covering 1,200,000 shares of the Issuer's common stock. The two Table II rows separately present the 600,000-share time-based portion and the 600,000-share performance-based portion because the portions have different vesting conditions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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