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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): January 30, 2026
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
of 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 Exchange Act of 1934: Emerging growth company ☐
If
an 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
2.02. Results of Operations and Financial Condition.
On
February 2, 2026, Harrow, Inc. (the “Company”) issued a press release, which, among other things, reaffirmed the Company’s
full-year 2025 revenue guidance of between $270 million and $280 million. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The
information in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
January 30, 2026, the Company appointed Patrick W. Sullivan, age 50, as Chief Commercial Officer of the Company, effective immediately.
Patrick
W. Sullivan joined the Company as Head of Commercial in August 2025, bringing over 25 years of commercial leadership experience. Before
joining the Company, Mr. Sullivan was Vice President of Marketing, Neurology Portfolio at Corium Therapeutics, where he led U.S. commercialization
and launches in ADHD and dementia. Previously, he served as Global Commercial Head and Executive Director at AstraZeneca, directing the
launch of Evrenzo® (roxadustat), a first-in-class anemia therapy. Earlier in his career, he held leadership roles at Shire, Adolor,
Novartis, and Bayer. Mr. Sullivan holds a B.S. in Business Administration from Widener University.
There
are no arrangements or understandings between Mr. Sullivan and any other person pursuant to which he was selected as officer of the Company.
Mr.
Sullivan does not have any family relationships with any director or executive officer of the Company, and there are no related party
transactions involving Mr. Sullivan that would require disclosure under Item 404(a) of Regulation S-K.
In
connection with Mr. Sullivan’s appointment, the Company entered into an Offer Letter dated January 30, 2026 (the “Offer Letter”),
pursuant to which he will receive:
| |
● |
Base
Salary of $425,000 per year; |
| |
● |
Target
annual bonus opportunity of 40% of base compensation, subject to achievement of targets agreed upon; and |
| |
● |
40,000
restricted stock units (RSUs): 25,000 RSUs will vest when Harrow’s revenue reaches $230,000,000 in a calendar quarterly period,
15,000 RSUs will vest after 3 years from the date of the award. |
The
foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| No. |
|
Description |
| |
|
|
| 10.1 |
|
Offer Letter dated January 30, 2026 by and between Harrow, Inc and Patrick W. Sullivan |
| |
|
|
| 99.1 |
|
Press release, dated February 2, 2026 |
| |
|
|
| 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.
| Dated:
February 2, 2026 |
HARROW, INC. |
| |
|
|
| |
By: |
/s/
Andrew R. Boll |
| |
|
Andrew
R. Boll |
| |
|
President
and Chief Financial Officer |
