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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 5, 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 5, 2025, Harrow, Inc. (the “Company”) entered into a commitment letter with Fifth Third Bank, National Association
(“Fifth Third”) in respect of a new revolving credit facility (the “Commitment Letter”). Under the Commitment
Letter, subject to certain conditions, Fifth Third has committed to provide up to a $40.0 million senior secured revolving credit facility
(the “New Revolving Credit Facility”), that will mature on the earlier to occur of (a) the date that is 91 days prior to
the earliest maturity date of the 2030 Notes (as defined in Item 8.01) and (b) the fifth anniversary of the closing of the New Revolving
Credit Facility. Management of the Company expects that the New Revolving Credit Facility will close shortly after the Offering (as defined
in Item 8.01).
Borrowings
under the New Revolving Credit Facility are expected to 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 expected to be payable monthly in arrears
based on the undrawn portion of the commitments in respect of the New Revolving Credit Facility. Borrowings under the New Revolving Credit
Facility are expected to be 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.
The
conditions precedent to closing of the New Revolving Credit Facility include, among others, aggregate proceeds in the Offering of at
least $250.0 million, repayment of outstanding indebtedness and finalization of definitive loan documents. There can be no assurances
that the New Revolving Credit Facility will close on the terms described herein or at all. The Offering is not conditioned upon the entry
into the New Revolving Credit Facility.
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 is incorporated herein by reference.
Item
8.01. Other Events.
Offering
of Senior Notes due 2030
On
September 8, 2025, the Company issued a press release to announce the launch of its offer to sell $250.0 million aggregate principal
amount of senior unsecured notes due 2030 (the “2030 Notes”) in a private offering (the “Offering”) to persons
reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions
pursuant to Regulation S under the Securities Act. The 2030 Notes will be guaranteed on a senior unsecured basis by the Company’s
existing and future wholly-owned domestic restricted subsidiaries and any of its other restricted subsidiaries that guarantees or co-issues
any of its indebtedness or any indebtedness of any of its subsidiaries that guarantees the 2030 Notes, subject to certain exceptions.
The
Company intends to use the net proceeds of the Offering to redeem the 2026 Notes (as defined below) and the 2027 Notes (as
defined below), to prepay outstanding borrowings under that certain Credit Agreement and Guaranty dated as of March 27, 2023, by
and among the Company, the lenders from time to time party thereto and Oaktree Fund Administration, LLC, as administrative agent for
the lenders (as amended and restated to date, the “Oaktree Loan”), to pay certain exit costs related
thereto and for general corporate purposes, which may include funding future strategic business development opportunities and related
investments.
There
can be no assurance that the Company will be able to complete the Offering on terms and conditions favorable to it or at all, and the
Company may decide to not pursue the Offering before completion.
This
Current Report on Form 8-K shall not constitute an offer to sell, a solicitation of an offer to buy or an offer to purchase or sell any
securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would
be unlawful. Any offer or solicitation will be made only by means of a confidential offering memorandum. This Current Report on Form
8-K does not constitute a notice of repayment or notice of redemption of outstanding indebtedness.
Conditional
Redemption of Senior Notes due 2027
On
September 8, 2025, the Company delivered a conditional notice of full redemption to U.S. Bank Trust Company, National Association
(the “Trustee”), the trustee for the Company’s outstanding 11.875% Senior Notes due 2027 (the “2027 Notes”),
to redeem all of the outstanding 2027 Notes on October 9, 2025 (the “2027 Note Redemption Date”) pursuant to the optional
redemption provisions of the Indenture dated as of April 20, 2021, as supplemented by the Second Supplemental Indenture dated as of December
20, 2022, governing the 2027 Notes. The 2027 Notes are listed on The Nasdaq Stock
Market (“Nasdaq”) under the symbol “HROWM” and will be delisted following redemption.
The
redemption of the 2027 Notes is subject to, and conditioned upon, completion of the Offering on terms and conditions satisfactory to
the Company, the gross proceeds of which are no less than $250.0 million (the “Redemption Condition”).
If
the Redemption Condition is satisfied, the 2027 Notes will be redeemed at a redemption price equal to 102% of the principal amount of
the 2027 Notes redeemed, plus accrued and unpaid interest to, but not including, the 2027 Note Redemption Date. If the redemption of
the 2027 Notes is consummated, the Company will fund such redemption using a portion of the proceeds from the Offering.
Expected
Redemption of Senior Notes due 2026
The
Company expects to deliver on the closing date of the Offering a notice of full redemption to the Trustee to redeem all of the Company’s
outstanding 8.625% Senior Notes due 2026 (the “2026 Notes”) pursuant to the redemption provisions of the Indenture dated
as of April 20, 2021, as supplemented by the First Supplemental Indenture dated as of April 20, 2021. The redemption date for the 2026
Notes if notice of redemption is provided would be no less than 30 days, and no more than 60 days, following the delivery of the redemption
notice to the Trustee. The 2026 Notes are listed on Nasdaq under the symbol “HROWL” and would be delisted following redemption.
The
2026 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus a make-whole
amount and accrued and unpaid interest to, but not including, the 2026 Note Redemption Date. If the redemption of the 2026 Notes is consummated,
the Company will fund such redemption using a portion of the proceeds from the Offering.
Potential
Acquisition of Remaining Interests in Melt Pharmaceuticals, Inc.
On
August 7, 2025, the Company entered into a non-binding indication of interest (“IOI”) to acquire the equity interests in
Melt Pharmaceuticals, Inc. (“Melt”) not already owned by the Company. As of June 30, 2025, the Company owned approximately
45% of Melt’s outstanding equity and also has 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 interests in Melt. Pursuant to the IOI,
the Company would 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) 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. The acquisition
is subject to negotiation of definitive transaction agreements, diligence, and other conditions. There can be no assurance that an acquisition
of Melt will be completed on the terms contemplated or at all, and no assurance as to the potential timing of an acquisition.
A
copy of the press release with respect to the launch of the Offering and other matters is attached to this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated by reference herein.
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including,
without limitation, statements regarding the Offering and the expected use of proceeds therefrom, the redemption of the 2026
Notes and the 2027 Notes, prepayment of the Oaktree Loan, entry into the New Revolving Credit Facility and completion of 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 our filings with the Securities and Exchange Commission. 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 most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. 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
9.01. Financial Statements and Exhibits
| (d) |
|
Exhibits |
| |
|
|
| 99.1 |
|
Press Release of Harrow, Inc., dated as of September 8, 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 8, 2025 |
By: |
/s/
Andrew R. Boll |
| |
|
Andrew R. Boll |
| |
|
President and Chief Financial Officer |
