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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 |
