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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): September 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
of 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
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
4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal
of Previous Independent Registered Public Accounting Firm.
On
September 17, 2025, Harrow, Inc. (the “Company”), through action of the Audit Committee (the “Audit Committee”)
of the Company’s Board of Directors, dismissed Crowe LLP (“Crowe”) as the Company’s independent registered
public accounting firm, effective immediately.
The
Crowe report on the Company’s financial statements for the year ended December 31, 2024 did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
Crowe
was engaged by the Company on June 25, 2024, and served as the Company’s independent accountant for the fiscal year ended December
31, 2024. Crowe did not audit the Company’s financial statements for any other fiscal year. From the date of Crowe’s
engagement, during the Company’s most recent fiscal year ended December 31, 2024 and the subsequent interim period through
the date of this Current Report on Form 8-K, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions
thereto, with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Crowe, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item
304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The
Company provided Crowe with the disclosures under this Item 4.01 and requested Crowe to furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in
this Item 4.01 and, if not, stating the respects in which it does not agree. Crowe’s letter is filed as Exhibit
16 to this Current Report on Form 8-K.
(b) Appointment
of New Independent Registered Public Accounting Firm.
On
September 17, 2025, the Audit Committee approved the appointment of Deloitte & Touche LLP (“Deloitte”) as the
Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements for
the year ending December 31, 2025. The Company notified Deloitte on September 17, 2025, that it would be engaged as the Company’s
independent registered public accounting firm effective immediately. The engagement of Deloitte is subject to the completion of Deloitte’s
standard client acceptance procedures and execution of an engagement letter.
During
the fiscal years ended December 31, 2023 and 2024 and the subsequent interim period through the date of this Report, neither the Company,
nor anyone on its behalf, consulted Deloitte regarding (i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, in connection
with which either a written report or oral advice was provided to the Company that Deloitte concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
| (d) |
|
Exhibits |
| |
|
|
| No. |
|
Description |
| |
|
|
| 16 |
|
Letter from Crowe LLP, dated September 19, 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.
| Dated:
September 19, 2025 |
HARROW,
INC. |
| |
|
|
| |
By:
|
/s/
Andrew R. Boll |
| |
|
Andrew
R. Boll |
| |
|
President
and Chief Financial Officer |
