[8-K] HARROW, INC. Reports Material Event

Rhea-AI Filing Summary

Harrow, Inc. and certain subsidiaries entered into a new senior secured revolving credit agreement with Fifth Third Bank providing an initial facility of $40.0 million and an uncommitted incremental revolving line up to $20.0 million. The facility is secured and includes subsidiary guarantors, and it matures on September 26, 2030 or, if earlier, 91 days prior to the earliest maturity date of the company’s 8.625% senior notes due 2030. The credit line increases the company’s committed liquidity and provides flexibility through an additional uncommitted incremental option; the agreement names Fifth Third as administrative agent, letter of credit issuer, swing line lender, lead arranger and bookrunner.

Positive

• $40.0 million committed revolving credit facility provides immediate liquidity
• Uncommitted incremental option up to $20.0 million offers potential additional capacity
• Facility naming Fifth Third as agent and arranger provides centralized senior lender relationship

Negative

• Facility is senior secured with subsidiary guarantors, creating lender priority on collateral
• Availability may be affected because the facility terminates 91 days prior to the earliest maturity of the company’s 8.625% senior notes due 2030
• Incremental $20.0 million is uncommitted, so it is not guaranteed funding

Insights

Corporate Finance Analyst

TL;DR: A secured $40M revolver plus $20M incremental option strengthens liquidity but ties availability to secured covenants and senior note schedule.

The new facility provides Harrow with committed working capital capacity of $40.0 million and an incremental uncommitted option that can boost liquidity by another $20.0 million if available. As a senior secured revolver with subsidiary guarantors, the facility improves near-term funding flexibility and may support operations or opportunistic needs. The maturity aligns with the company’s 2030 debt timeline, with an earlier cutoff linked to the senior notes’ maturity, which could affect availability depending on the notes’ status. Using a single bank as agent and arranger concentrates administration but is common for mid-size facilities.

Credit Risk Specialist

TL;DR: Facility reduces short-term liquidity risk but introduces secured-creditor priority and potential covenant constraints.

The senior secured nature and guarantor structure mean lenders have priority claims on collateral, which can affect the company’s flexibility with other creditors. The uncommitted incremental tranche is useful but not guaranteed, so fully relying on it would be imprudent. The maturity provision that moves the facility’s termination to 91 days before the senior notes’ maturity creates a linked timeline risk; if the notes’ situation changes, access to the revolver could be shortened. Overall, credit risk to the company is lowered by added capacity, while financial covenant and collateral implications should be monitored closely.

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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 26, 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 26, 2025, Harrow, Inc., (the “Company”), and subsidiaries of the Company as guarantors (“Subsidiary Guarantors”) entered into a Credit Agreement (the “New Credit Agreement”) with Fifth Third Bank, National Association, as administrative agent for itself and the other lenders, the letter of credit issuer, the swing line lender, the sole lead arranger and the sole bookrunner (“Fifth Third”) providing for a senior secured revolving credit facility in the initial principal amount of $40,000,000, together with an uncommitted incremental revolving line of credit in the principal amount of up to $20,000,000. The New Credit Agreement will mature on September 26, 2030 or, if earlier, the date that is 91 days prior to the earliest maturity date of the Company’s 8.625% senior notes due 2030.

Borrowings under the New Credit Agreement bear interest at a floating rate equal to, at the Company’s option, either (i) a base rate plus a margin ranging from 0.25% to 0.75%, or (ii) a Secured Overnight Financing Rate (“SOFR”)-based rate plus a margin ranging from 1.25% to 1.75%. In addition, an unused fee of 0.25% per annum is payable monthly in arrears based on the undrawn portion of the commitments in respect of the New Credit Agreement. Borrowings under the New Credit Agreement are secured by a first priority lien in substantially all of the present and future property and assets, real and personal, of the Company and the Subsidiary Guarantors, subject to customary exceptions.

Under the New Credit Agreement, the Company is subject to certain customary affirmative and negative covenants, including, among others, limitations on the ability of the Company, the Subsidiary Guarantors and their subsidiaries to incur debt, dispose of assets, make investments and acquisitions, incur or permit liens, enter into affiliate transactions, merge or consolidate with others, pay dividends or other distributions and prepay indebtedness, in each case, subject to certain exceptions. In addition, the New Credit Agreement contains certain financial covenants requiring the Company to maintain, on a consolidated basis as of the last day of each month, a fixed charge coverage ratio of at least 1.10 to 1.0.

The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)		Exhibits
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 29, 2025	By:	/s/ Andrew R. Boll
		Andrew R. Boll
		President and Chief Financial Officer

FAQ

What credit facility did Harrow, Inc. (HROW) enter into?

Harrow entered into a senior secured revolving credit agreement providing an initial $40.0 million facility with an uncommitted incremental revolving option up to $20.0 million.

Who is the lender or administrative agent on Harrow's new credit agreement?

Fifth Third Bank, National Association serves as administrative agent, letter of credit issuer, swing line lender, sole lead arranger and sole bookrunner.

When does the Harrow credit facility mature?

The facility matures on September 26, 2030, or earlier if it becomes 91 days prior to the earliest maturity date of Harrow’s 8.625% senior notes due 2030.

Is the additional $20 million tranche guaranteed?

No. The incremental $20.0 million is explicitly described as an uncommitted option and therefore is not guaranteed.

Does the agreement involve guarantors?

Yes. Certain subsidiaries of Harrow are named as guarantors under the New Credit Agreement.