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

Rhea-AI Filing Summary

Harrow, Inc. reported that it has completed the acquisition of Melt Pharmaceuticals, Inc. on November 17, 2025 under a previously announced merger agreement. At closing, Harrow paid approximately $4.3 million in cash as initial consideration for the remaining equity interests of Melt, and the contingent regulatory and commercial milestone payments previously outlined remain in place. The company notes that any potential future issuance of its common stock related to this acquisition would rely on an exemption from registration under Section 4(a)(2) of the Securities Act. Harrow also issued a press release on November 18, 2025 announcing the closing of the Melt acquisition.

Insights

Healthcare M&A and capital markets analyst

Harrow closed the Melt acquisition with $4.3M cash upfront and contingent milestones.

Harrow, Inc. has completed its previously announced acquisition of Melt Pharmaceuticals, paying approximately $4.3 million in cash at closing for the remaining equity interests. The merger became effective on November 17, 2025, after all conditions in the merger agreement were satisfied or waived, indicating transactional certainty for this strategic move.

The structure includes contingent regulatory and commercial milestone payments that remain unchanged from prior disclosure. This means a portion of the overall consideration is variable and tied to future development, approval, or commercial progress of Melt’s assets, aligning part of the ultimate cost with performance outcomes rather than fixed upfront cash.

The company also indicates potential future issuance of common stock in connection with the acquisition, relying on an exemption from registration under Section 4(a)(2) of the Securities Act. Any such equity issuance would affect ownership only if and when these contingent obligations are triggered, so the actual impact will depend on future milestone achievements and any related disclosures in subsequent company filings.

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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): November 17, 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

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 2.01 Completion of Acquisition or Disposition of Assets.

On November 17, 2025, Harrow, Inc. (the “Company”) completed the previously announced acquisition of Melt Pharmaceuticals, Inc. (“Melt”) pursuant to the Agreement and Plan of Merger, dated September 24, 2025 (the “Merger Agreement”), by and among the Company, Harrow Acquisition Sub, Inc., Melt, and the stockholder representative.

The material terms of the Merger Agreement and the related milestone payment agreement were previously described in the Company’s Current Report on Form 8-K filed on September 26, 2025, which description is incorporated herein by reference.

At closing, the Company paid approximately $4.3 million in cash as initial consideration for the remaining equity interests of Melt. The contingent regulatory and commercial milestone payments described in the Company’s September 26, 2025 Form 8-K remain unchanged.

All closing conditions under the Merger Agreement were satisfied or waived, and the merger became effective on November 17, 2025.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent applicable, the disclosure included in Item 2.01 of this Current Report on Form 8-K regarding the potential future issuance of shares of the Company’s common stock in connection with the Melt acquisition is incorporated by reference into this Item 3.02. Any such shares would be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On November 18, 2025, the Company issued a press release announcing the closing of the Melt acquisition. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

(d)		Exhibits
99.1		Press Release issued by Harrow, Inc. on November 18, 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: November 18, 2025	By:	/s/ Andrew R. Boll
	Name:	Andrew R. Boll
	Title:	President & Chief Financial Officer

FAQ

What transaction did Harrow, Inc. (HROW) announce in this 8-K?

Harrow, Inc. announced that it has completed the previously disclosed acquisition of Melt Pharmaceuticals, Inc. under an Agreement and Plan of Merger, with the merger becoming effective on November 17, 2025.

How much did Harrow, Inc. pay at closing for the Melt Pharmaceuticals acquisition?

At closing, Harrow paid approximately $4.3 million in cash as initial consideration for the remaining equity interests of Melt Pharmaceuticals.

Are there additional payments tied to the Melt Pharmaceuticals deal for Harrow (HROW)?

Yes. The acquisition includes contingent regulatory and commercial milestone payments, which remain unchanged from the terms previously described in the company’s disclosure dated September 26, 2025.

Will Harrow, Inc. issue new shares in connection with the Melt acquisition?

The company notes a potential future issuance of shares of its common stock related to the Melt acquisition. Any such shares would be issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

What did Harrow (HROW) disclose about regulatory status and closing conditions for the Melt deal?

Harrow stated that all closing conditions under the merger agreement were either satisfied or waived, and the merger became effective on November 17, 2025, confirming completion of the transaction.

Did Harrow, Inc. issue a press release about the Melt Pharmaceuticals acquisition closing?

Yes. On November 18, 2025, Harrow issued a press release announcing the closing of the Melt acquisition, which is included as Exhibit 99.1 to this report.