0001360214 false 0001360214 2022-09-30 2022-09-30 0001360214 HROW:CommonStock0.001ParValuePerShareMember 2022-09-30 2022-09-30 0001360214 HROW:Sec8.625SeniorNotesDue2026Member 2022-09-30 2022-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 30, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-35814   45-0567010

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


102 Woodmont Blvd., Suite 610    
Nashville, Tennessee   37205
(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 Global Market
8.625% Senior Notes due 2026   HROWL   The NASDAQ Global Market


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 October 4, 2022, ImprimisRx, LLC, ImprimisRx NJ, LLC and Imprimis NJOF, LLC, each wholly-owned subsidiaries of Harrow Health, Inc. (collectively, the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Innovation Compounding Pharmacy, LLC (the “Buyer”), the closing of the Agreement was made effective on September 30, 2022. Under the terms of the Agreement, the Company agreed to sell substantially all its assets associated with its non-ophthalmology related compounding business, including but not limited to, certain intellectual property rights, customer lists, databases, and formulations (the “Assets”). The Buyer agreed to make offers of employment to six of the Company’s employees that were responsible for the sales activities associated with the Assets. In connection with the Agreement, the Company entered into a separate transition services agreement with the Buyer related to providing on going services, such as procuring and dispensing prescription orders associated with Assets. The Company expects to provide transition services to the Buyer for up to six months following the effective date of the Agreement.


Under the terms of the Agreement, the Buyer paid to the Company an aggregate cash amount of $6,000,000 on October 5, 2022. In addition, the Buyer is obligated to pay up to $4,500,000 to the Company based on mutually agreed upon revenue milestones during the calendar year 2023.


The foregoing is a summary description of certain terms of the Agreement, is not complete and is qualified in its entirety by reference to the text of the Agreement, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.


The Company issued a press release announcing the Agreement on October 5, 2022, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Item   Description
99.1   Harrow Press Release dated October 5, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: October 5, 2022 By: /s/ Andrew R. Boll
    Andrew R. Boll
    Chief Financial Officer





Exhibit 99.1



Harrow Sells Non-Ophthalmic Compounding Business


NASHVILLE, Tenn., October 5, 2022 – Harrow (Nasdaq: HROW), an eyecare pharmaceutical company exclusively focused on the discovery, development, and commercialization of innovative ophthalmic therapies, today announced the sale of its non-ophthalmic compounding business to Innovation Compounding Pharmacy, LLC, an affiliate of Revelation Pharma Corporation (“Revelation”).


Pursuant to the terms of the transaction, Revelation purchased the assets of Harrow’s non-ophthalmic compounding business, including its formulations, customer accounts, and other related assets. The transaction did not involve a pharmaceutical production or dispensing facility. Harrow will continue to support Revelation during an estimated three-month transition period, and Revelation will offer employment to Harrow employees supporting the acquired business.


“This transaction is consistent with Harrow’s strategic vision to focus exclusively on ophthalmic medicines – to be a ‘pure play’ ophthalmic pharmaceuticals company,” said Mark L. Baum, Harrow’s Chairman and Chief Executive Officer. “As we approach several key milestones, including the upcoming commercial launch of recently FDA-approved IHEEZO™; the launch of our patent-pending Fortisite™ compounded combination antibiotics; the outcome of the MELT-300 pivotal efficacy study, expected before the end of this year, for one of our former subsidiaries, Melt Pharmaceuticals; progress on product acquisition activities we are pursuing, and new ophthalmic compounded product launches expected in the coming months, we believe this transaction demonstrates our resolve to concentrate on our core competencies and commercial expertise in the North American ophthalmic pharmaceuticals market. Going forward, our capital allocation strategy, including proceeds from this transaction, will be aimed at expanding Harrow’s branded ophthalmic product portfolio.”


About Harrow


Harrow (Nasdaq: HROW) is an eyecare pharmaceutical company exclusively focused on the discovery, development, and commercialization of innovative ophthalmic therapies that are accessible and affordable. For more information about Harrow, including investor-related materials, please visit the corporate website, harrowinc.com, or Harrow’s LinkedIn page.


About Revelation Pharma Corporation


Revelation Pharma is a national network of 503A and 503B compounding pharmacies providing innovative and quality pharmaceutical products and services through “industry best” patient care and solutions for customers. Revelation Pharma is owned by Osceola Capital, a Tampa-based private equity firm that invests in lower middle-market services companies.


Harrow Contacts:


Investors: Media:
Jamie Webb Deb Holliday
Director of Communications and Investor Relations Holliday Communications, Inc.
jwebb@harrowinc.com deb@hollidaycommunications.net
615-733-4737 412-877-4519