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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): 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. ☐
Item
1.01 Entry Into a Material Definitive Agreement.
On
September 8, 2025, Harrow, Inc., a Delaware corporation (the “Company”), reported that it had entered into a non-binding
indication of interest (“IOI”) to acquire the equity interests in Melt Pharmaceuticals, Inc., a Delaware corporation
(“Melt”), not already owned by the Company. Consistent with the IOI, on September 24, 2025, the Company entered into
an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Harrow Acquisition Sub, Inc., a
Delaware corporation and wholly owned subsidiary of the Company, Melt, and D. Brad Osborne, as stockholder representative. As of June
30, 2025, the Company owned approximately 45% of Melt’s outstanding equity and also had a mid-single digit royalty on future net
sales of Melt’s primary product (MELT-300). Certain officers and directors of the Company, including Mark L. Baum, the Company’s
Chairman and Chief Executive Officer, and Andrew R. Boll, the Company’s President and Chief Financial Officer, own additional equity
interests in Melt, and Mr. Baum serves on the board of directors of Melt.
Given
the ownership interests in Melt and other relationships of the Company’s management with Melt, the Merger Agreement and the transactions
contemplated thereby were negotiated and approved by a special committee of the Company’s Board of Directors comprised of independent
directors (the “Independent Committee”). The Independent Committee consulted with independent legal counsel at Dykema
Gossett PLLC and received a fairness opinion from Lake Street Capital Markets, LLC with respect to the transactions.
Under
the terms of the Merger Agreement and related milestone payment agreement, the Company agreed to acquire the remaining equity interests
of Melt in exchange for an initial cash payment of approximately $4.3 million at closing, and contingent consideration consisting of
cash and Company equity upon achievement of (i) U.S. Food and Drug Administration (“FDA”) approval of the MELT-300
product candidate, (ii) coding and reimbursement of the MELT-300 product candidate, and (iii) various one-time sales milestones, as follows:
| ● | Upon
FDA approval of MELT-300, the Company shall pay an aggregate amount in cash of approximately
$87.2 million. |
| | | |
| ● | Upon
receipt of pass-through status awarded and J-Code (or any other similar designation) issued
by the Center for Medicare & Medicaid Services for MELT-300 the Company shall issue an
aggregate of approximately 1,112,000 shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”). |
| | | |
| ● | Upon
achievement of various annual net sales milestones ranging from $100.0 million to $1.0 billion
per year, the Company shall make one-time cash payments that in the aggregate may total up
to approximately $261.0 million if all annual net sales milestones are achieved. |
The
regulatory and commercial milestones must be achieved, if at all, on or before December 31, 2035.
The
Merger Agreement includes representations and warranties and covenants of the parties customary for a transaction of this nature. Until
the earlier of the termination of the Merger Agreement and the effective time of the acquisition, Melt has agreed to operate its business
in the ordinary course and has agreed to certain other operating covenants. In addition, Melt has agreed to use reasonable best efforts
to obtain approval of the Merger Agreement and the transactions contemplated thereby by the requisite Melt stockholders needed for approval.
The
closing of the Melt acquisition is subject to certain customary closing conditions, including the approval of the requisite stockholders
of Melt, the continued accuracy of representations and warranties and performance of covenants, and the absence of any material adverse
effect.
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement and related milestone payment agreement, which the Company expects to file as an exhibit to its Quarterly
Report on Form 10-Q for the three months ending September 30, 2025.
Item
3.02 Unregistered Sales of Equity Securities.
To
the extent applicable, the disclosure included in Item 1.01 of this Current Report on Form 8-K with respect to the potential issuance
of Common Stock in the Melt acquisition is incorporated by reference into this Item 3.02. If the applicable milestone is reached, the
Common Stock would be issued to Melt stockholders pursuant to the exemption from the registration requirements provided in Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”) for transactions by an issuer not involving any public
offering. Accordingly, the Common Stock issuable to Melt stockholders has not been registered under the Securities Act and may not be
offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act.
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including
statements regarding the Melt acquisition. These statements are based on currently available operating, financial, economic and other
information, and are subject to a number of significant risks and uncertainties. A variety of factors, many of which are beyond our control,
could cause actual future results to differ materially from those projected in the forward-looking statements. Specific factors that
might cause such a difference include, but are not limited to: changes in market conditions, negotiation of final transaction documents,
changes in operations, business, financial or other conditions relevant to the planned transactions, and other execution risks related
to the completion of the transactions described herein, as well as other risks detailed in the Company’s Annual Report on Form
10-K for the year ended December 31, 2024 and its other filings with the Securities and Exchange Commission (the “SEC”).
We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking
statements, which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made.
If any of these risks or uncertainties materialize, or if any of our underlying assumptions are incorrect, we may not be able to complete
the potential transactions on terms expected or at all, and our actual results may differ significantly from those expected or implied
by our forward-looking statements. These and other risks are detailed in our filings with the SEC. We do not undertake any obligation
to publicly update or revise these forward-looking statements after the date of this Current Report on Form 8-K to reflect future events
or circumstances, except as required by applicable law. We qualify any and all of our forward-looking statements by these cautionary
factors.
Item
8.01. Other Events
On
September 26, 2025, the Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
| (d) |
|
Exhibits |
| |
|
|
| 99.1 |
|
Press Release of Harrow, Inc., dated as of September 26, 2025 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
HARROW,
INC. |
| |
|
|
| Dated:
September 26, 2025 |
By: |
/s/
Andrew R. Boll |
| |
|
Andrew
R. Boll |
| |
|
President
and Chief Financial Officer |
