false
0001360214
0001360214
2025-09-08
2025-09-08
0001360214
HROW:CommonStock0.001ParValuePerShareMember
2025-09-08
2025-09-08
0001360214
HROW:Sec8.625SeniorNotesDue2026Member
2025-09-08
2025-09-08
0001360214
HROW:Sec11.875SeniorNotesDue2027Member
2025-09-08
2025-09-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 8, 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
8.01. Other Events.
On
September 8, 2025, Harrow, Inc. (the “Company”) issued a press release announcing the pricing of its offering of $250.0 million
aggregate principal amount of the Company’s 8.625% senior unsecured notes due 2030 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.
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.
Item
9.01. Financial Statements and Exhibits
(d) |
|
Exhibits |
|
|
|
99.1 |
|
Press Release of Harrow, Inc., dated as of September 8, 2025, 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:
September 9, 2025 |
By: |
/s/
Andrew R. Boll |
|
|
Andrew
R. Boll |
|
|
President
and Chief Financial Officer |