Harrow (NASDAQ: HROW) files Melt Pharma merger and milestone pacts

Rhea-AI Filing Summary

Harrow, Inc. filed an amended current report to add full copies of key agreements for its planned acquisition of Melt Pharmaceuticals, Inc. as exhibits. The amendment attaches the Agreement and Plan of Merger dated September 24, 2025, among Harrow, its merger subsidiary, Melt, and D. Brad Osborne as stockholder representative, along with a related Milestone Payment Agreement between Harrow and Melt. The company states that no other changes are being made to the earlier report that first described the merger. Harrow also emphasizes that the representations, warranties and covenants in these agreements were made for the benefit of the parties as of specific dates and may use different materiality standards than investors, so they should not be read as full factual descriptions of the companies’ current condition.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2025

HARROW, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35814		45-0567010
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1A Burton Hills Blvd., Suite 200
Nashville, Tennessee		37215
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 733-4730

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name on exchange on which registered
Common Stock, $0.001 par value per share		HROW		The Nasdaq Stock Market LLC
8.625% Senior Notes due 2026		HROWL		The Nasdaq Stock Market LLC
11.875% Senior Notes due 2027		HROWM		The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934: Emerging growth company ☐

If any 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. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K of Harrow, Inc. (the “Company”) originally filed on September 26, 2025 (the “Original Report”) is being filed solely to file as exhibits the Agreement and Plan of Merger, dated September 24, 2025, by and among the Company, Harrow Acquisition Sub, Inc., Melt Pharmaceuticals, Inc. (“Melt”), and D. Brad Osborne as stockholder representative, and the related Milestone Payment Agreement, each of which were described in Item 1.01 of the Original Report. No other changes are being made to the Original Report.

For convenience, investors are reminded that the Original Report disclosed the Company’s entry into the Merger Agreement with Melt and noted that the Company expected to file the full text of the definitive agreements as an exhibit to its Quarterly Report on Form 10-Q for the three months ending September 30, 2025.

Item 9.01. Financial Statements and Exhibits to this Amendment No. 1

(d)		Exhibits
2.1		Agreement and Plan of Merger, dated September 24, 2025, by and among Harrow, Inc., Harrow Acquisition Sub, Inc., Melt Pharmaceuticals, Inc., and D. Brad Osborne, as stockholder representative.*
10.1		Milestone Payment Agreement, dated September 24, 2025, by and between Harrow, Inc. and Melt Pharmaceuticals, Inc.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and certain exhibits to the Agreement and Plan of Merger and the Milestone Payment Agreement have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Note regarding the Merger Agreement and Milestone Payment Agreement. The agreements filed as Exhibits 2.1 and 10.1 are included to provide investors with information regarding their terms. They are not intended to provide any other factual information about the parties. The representations, warranties and covenants in the agreements were made only for purposes of those agreements and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed by the parties (including being qualified by confidential disclosures), and may be subject to standards of materiality different from those applicable to investors. Investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or circumstances.

SIGNATURES

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

	HARROW, INC.
Dated: October 1, 2025	By:	/s/ Andrew R. Boll
		Andrew R. Boll
		President and Chief Financial Officer

FAQ

What is the purpose of Harrow (HROW) filing this 8-K/A amendment?

The amendment is being filed solely to add as exhibits the full text of the Agreement and Plan of Merger with Melt Pharmaceuticals, Inc. and the related Milestone Payment Agreement that were previously described in the original current report.

Does this Harrow (HROW) 8-K/A change the original merger disclosure with Melt Pharmaceuticals?

No. Harrow states that no other changes are being made to the original report, which had already disclosed the company’s entry into the Merger Agreement with Melt Pharmaceuticals, Inc.

Which agreements are attached in Harrow’s amended report related to Melt Pharmaceuticals?

The amendment files as exhibits the Agreement and Plan of Merger dated September 24, 2025, among Harrow, Harrow Acquisition Sub, Inc., Melt Pharmaceuticals, Inc., and D. Brad Osborne as stockholder representative, and a separate Milestone Payment Agreement between Harrow and Melt.

Why does Harrow caution investors about the merger and milestone agreements with Melt?

Harrow notes that the representations, warranties and covenants in the filed agreements were made only for the purposes of those agreements and as of specific dates, solely for the benefit of the parties, and may be qualified by confidential disclosures or different materiality standards than those used by investors.

Where were the Melt Pharmaceuticals merger agreements originally expected to be filed by Harrow (HROW)?

The original current report reminded investors that Harrow expected to file the full text of the definitive agreements as an exhibit to its Quarterly Report on Form 10-Q for the three months ending September 30, 2025.

Who signed Harrow’s amended current report related to the Melt merger?

The amended report was signed on behalf of Harrow, Inc. by Andrew R. Boll, who is identified as the company’s President and Chief Financial Officer.