Harrow (NASDAQ: HROW) plans $50M add-on 8.625% 2030 note issue
Rhea-AI Filing Summary
Harrow, Inc. is launching a private add-on debt offering, seeking to sell $50.0 million in aggregate principal amount of additional 8.625% senior unsecured notes due 2030. These new notes will form a single series with the existing $250,000,000 of 2030 notes issued in September 2025 under the same indenture.
The notes will be offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. Harrow plans to use net proceeds for general corporate purposes, including growth initiatives, product development, strategic business opportunities, and related investments, though completion of the offering remains subject to market and other conditions.
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Insights
Harrow plans a $50M add-on to its 8.625% 2030 notes, expanding fixed-rate debt to fund growth.
Harrow intends to issue an additional $50.0 million of 8.625% senior unsecured notes due 2030, adding to the existing $250,000,000 under the same indenture. The new notes will be fungible with the existing series aside from issuance date and issue price.
The company states it will use net proceeds for general corporate purposes, including growth initiatives, product development, strategic business development opportunities, and related investments. Completion is explicitly subject to market and other conditions, and the transaction may be abandoned if terms are not favorable.
Because the notes are privately placed with qualified institutional buyers and certain non-U.S. investors under Rule 144A and Regulation S, future disclosures in company filings will be important for tracking whether the offering closes and how the added leverage interacts with operating performance over time.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On March 24, 2026, Harrow, Inc. (the “Company”) issued a press release to announce the launch of its offer to sell $50.0 million aggregate principal amount of additional 8.625% Senior Notes due 2030 (the “New 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 New Notes will be issued as additional notes under the same indenture governing the $250,000,000 aggregate principal amount of 8.625% Senior Notes due 2030 that were issued by the Company on September 12, 2025 (the “Existing Notes”), will be treated as a single series with the Existing Notes and will have the same terms as the Existing Notes other than with respect to the date of issuance and the issue price.
Upon the closing of the Offering, the Company intends to use the net proceeds of the Offering for general corporate purposes, which may include funding upcoming initiatives to accelerate growth (e.g., new product launches), funding upcoming product development activities, 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.
A copy of the press release with respect to the launch of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including statements regarding the Offering and the expected use of proceeds therefrom. 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 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 March 24, 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.
| HARROW, INC. | ||
| Dated: March 24, 2026 | By: | /s/ Andrew R. Boll |
| Andrew R. Boll | ||
| President and Chief Financial Officer | ||
Exhibit 99.1
Harrow Announces Add-On Offering of $50.0 Million of Senior Unsecured Notes to Support Growth
NASHVILLE, Tenn., March 24, 2026 – Harrow (Nasdaq: HROW), a leading provider of ophthalmic disease management solutions in North America, today announced that it intends to offer, subject to market and certain other conditions, an additional $50.0 million in aggregate principal amount of its 8.625% senior unsecured notes due 2030 (the “2030 Notes”). 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 2030 Notes will be issued as additional notes under the same indenture governing the $250,000,000 aggregate principal amount of 2030 Notes that were issued on September 12, 2025 (the “Existing Notes”), will be treated as a single series with the Existing Notes and will have the same terms as the Existing Notes other than with respect to the date of issuance and the issue price.
Harrow intends to use the net proceeds from this incremental issuance for general corporate purposes, which may include initiatives to accelerate growth (e.g., new product launches), funding upcoming product development activities, future strategic business development opportunities, and related investments.
The 2030 Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the 2030 Notes and the related guarantees are being offered only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined under Rule 144A of the Securities Act, or outside the United States to non-“U.S. persons” in accordance with Regulation S under the Securities Act.
A confidential offering memorandum for the Offering, dated as of today, is being made available to such eligible persons. The Offering is being conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum.
This press release shall not constitute an offer to sell, a solicitation 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 to buy, if at all, will be made only by means of a confidential offering memorandum.
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Harrow Announces Add-On Offering of $50.0 Million of Senior Unsecured Notes to Support Growth
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March 24, 2026
About Harrow
Harrow, Inc. (Nasdaq: HROW) is a leading provider of ophthalmic disease management solutions in North America, offering a comprehensive portfolio of products that address conditions affecting both the front and back of the eye, such as dry eye disease, wet (or neovascular) age-related macular degeneration, cataracts, refractive errors, glaucoma and a range of other ocular surface conditions and retina diseases. Harrow was founded with a commitment to deliver safe, effective, accessible, and affordable medications that enhance patient compliance and improve clinical outcomes.
Forward-Looking Statements
This press release 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. 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 most recent annual report on Form 10-K and other 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 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 press release 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.
Contact:
Mike Biega
Vice President of Investor Relations and Communications
mbiega@harrowinc.com
617-913-8890
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FAQ
What type of financing is Harrow (HROW) pursuing in this 8-K?
How large is Harrow’s new 2030 notes offering and what are the terms?
Who can buy Harrow’s additional 8.625% senior notes due 2030?
What does Harrow plan to do with the proceeds from the new 2030 notes?
Are Harrow’s new 2030 notes and guarantees registered under the Securities Act?
Will the new Harrow 2030 notes be guaranteed by subsidiaries?
Filing Exhibits & Attachments
5 documents