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 29, 2023
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.) |
| 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
Harrow Health, Inc.
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of September 29, 2023, Harrow Health, Inc. (the “Company”) changed its corporate name to Harrow, Inc. (the “Name Change”) pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware. On the effective date of the Name Change, the Company also amended and restated its bylaws (the “Amended and Restated Bylaws”) solely to reflect the Name Change.
The Name Change was previously approved by the Board of Directors of the Company. Under the Delaware General Corporation Law, the Company’s stockholders were not required to approve the Name Change. The Name Change does not affect the rights of the Company’s stockholders.
Copies of the Amended and Restated Certificate of Incorporation, as amended, and the Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The press release announcing the Name Change is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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. (formerly known as Harrow Health, Inc.) |
| | | |
| Dated: September 29, 2023 | By: | /s/ Andrew R. Boll |
| | | Andrew R. Boll |
| | | Chief Financial Officer |
