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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): August 21, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Andrew R. Boll as President
On
August 21, 2025, the Board of Directors of Harrow, Inc. (the “Company”) appointed Andrew R. Boll, the Company’s current
Chief Financial Officer and Secretary, to the additional position of President, effective immediately. Mr. Boll will continue in his
roles as Chief Financial Officer, overseeing both financial strategy, business development and certain day-to-day operations of the Company,
and as Secretary. Mr. Boll has served as the Company’s principal financial officer since 2012 and as its Chief Financial Officer
since 2015 and has held various senior leadership roles at Harrow for over a decade. No changes were made to Mr. Boll’s compensation
arrangement in connection with this appointment.
Appointment
of Randall E. Pollard as Chief Accounting Officer
Also
on August 21, 2025, the Board of Directors of the Company appointed Randall E. Pollard as Chief Accounting Officer (principal accounting
officer) of the Company. As Chief Accounting Officer, Mr. Pollard will lead the Company’s accounting operations, financial reporting,
internal controls, and Securities and Exchange Commission reporting processes. Mr. Pollard’s start date will be September 1, 2025
and he will report directly to Mr. Boll.
Mr.
Pollard has over 20 years of experience in public company financial reporting and other corporate accounting leadership positions, including
senior roles at both public and private healthcare and life sciences companies. Most recently, Mr. Pollard served as the Chief Accounting
Officer of Cue Health, Inc. a life science company, from April 2022 until June 2024 and prior to his role at Cue Health, Inc. Mr. Pollard
served as Senior Vice President of Finance and Chief Accounting Officer at a privately held company called Covis Pharmaceuticals, Inc.
from November 2020 to April 2022. Previous to this he also served as SVP, Finance & Chief Accounting Officer at Akorn, a publicly
traded pharmaceutical company. Mr. Pollard is a Certified Public Accountant and holds a B.S. in Accounting from Pennsylvania State University
and an MBA from Fairleigh Dickinson University.
Pursuant
to the terms of Mr. Pollard’s offer letter with the Company, he will receive (i) an annual base salary of $400,000, (ii) a target
cash bonus award opportunity equal to 40% of his salary, and (iii) certain relocation expenses as described in his offer letter. Mr.
Pollard will also be eligible to receive six months of severance after completing 12 months of service to the Company. The foregoing
description of Mr. Pollard’s offer letter does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the offer letter, a copy of which is expected to be filed with the Company’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2025.
There
are no arrangements or understandings between Mr. Pollard and any other person pursuant to which he was appointed as Chief Accounting
Officer. Mr. Pollard has no family relationships with any director, executive officer or nominee of the Company, and there are no related
person transactions requiring disclosure under Item 404(a) of Regulation S-K.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 21, 2025, the Board of Directors of the Company approved and adopted amended and restated bylaws of the Company (the “Amended
Bylaws”), effective immediately.
The
amendments reflect various updates and clarifications, including:
| ● | Designating
the Chief Executive Officer, rather than the President, as the principal executive officer
of the Company; |
| ● | Clarifying
the respective roles of the Chief Executive Officer, President, and Chief Financial Officer; |
| ● | Updating
officer titles and descriptions to align with current corporate governance practices; |
| ● | Making
conforming, technical, and clerical edits throughout the document. |
The
foregoing summary of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which
is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
| (d) |
|
Exhibits |
| |
|
|
| 3.1 |
|
Amended and Restated Bylaws of Harrow, Inc., dated as of August 21, 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: August 25, 2025 |
By: |
/s/
Andrew R. Boll |
| |
Name: |
Andrew R. Boll |
| |
Title: |
President and Chief Financial Officer |
