Current Report Filing (8-k)
October 05 2022 - 5:28PM
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2022-09-30
2022-09-30
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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 30, 2022
HARROW
HEALTH, 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
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.
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
HEALTH, INC. |
|
|
|
Dated:
October 5, 2022 |
By: |
/s/
Andrew R. Boll |
|
|
Andrew
R. Boll |
|
|
Chief
Financial Officer |
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