Harrow (NASDAQ: HROW) adds $50M to 8.625% 2030 senior notes
Rhea-AI Filing Summary
Harrow, Inc. has priced a private offering of $50.0 million aggregate principal amount of 8.625% senior unsecured notes due 2030. The new notes will be issued as additional notes under the same indenture as the existing $250,000,000 8.625% notes, forming a single series with identical terms apart from issuance date and issue price.
The notes, guaranteed by certain current and future restricted subsidiaries, are expected to close on March 27, 2026, bear interest at 8.625% and mature on September 15, 2030, with semi-annual cash interest payments on March 15 and September 15. Harrow plans to use the net proceeds for general corporate purposes, including potential growth initiatives, product development and strategic business opportunities. The offering is being made only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
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Insights
Harrow adds $50M of 8.625% 2030 notes as an incremental private debt financing.
Harrow is issuing $50.0 million of additional 8.625% senior unsecured notes due 2030, on top of an existing $250,000,000 tranche. The new notes share the same coupon, maturity and indenture, effectively upsizing an established debt line rather than introducing new terms.
The notes are guaranteed by certain existing and future wholly owned domestic restricted subsidiaries, which supports creditor protection but also extends leverage across the group. Proceeds are earmarked for general corporate purposes, including growth initiatives, product development and potential strategic opportunities, so the economic outcome will depend on execution of those uses.
The notes price at 100.25% of principal plus accrued interest from March 15, 2026, implying demand sufficient to support a small premium. Interest at 8.625% with semi-annual cash payments on March 15 and September 15 through September 15, 2030 represents a fixed, long-dated funding cost that will influence future margin performance and cash flow.
8-K Event Classification
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Item 8.01. Other Events.
On March 24, 2026, Harrow, Inc. (the “Company”) issued a press release announcing the pricing of its offering of $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.
A copy of the press release with respect to the pricing of the Offering 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 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.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits | |
| 99.1 | Press Release of Harrow, Inc., dated as of March 24, 2026, announcing pricing of the Offering | |
| 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 Pricing of $50.0 Million Offering of Senior Unsecured Notes Due 2030
NASHVILLE,
Tenn., March 24, 2026 – Harrow (Nasdaq: HROW), a leading provider of ophthalmic disease management solutions in North America,
today announced the pricing of its private offering (the “Offering”) of $50.0 million aggregate principal amount of 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 Offering is expected to close on March
The
$50.0 million aggregate principal amount of 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”) and 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. The 2030 Notes bear interest at a rate of 8.625% per annum and will mature on September 15, 2030. Interest
on the 2030 Notes will be payable semi-annually in cash in arrears on March 15 and September 15 of each year. Interest on the 2030 Notes
will be deemed to have accrued from March 15, 2026, which was the last interest payment date for the Existing Notes, and will be payable
beginning on September 15, 2026. The $50.0 million aggregate principal amount of 2030 Notes will be issued at an offering price of
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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HROW Announces Pricing of $50.0 Million Offering of Senior Unsecured Notes Due 2030
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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 of the Offering. 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
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Filing Exhibits & Attachments
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