Current Report Filing (8-k)
December 14 2022 - 6:46AM
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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): December 13, 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
1.01 Entry Into a Material Definitive Agreement.
On
December 13, 2022, Harrow Health, Inc. along with its wholly-owned subsidiaries, Harrow IP, LLC and Harrow Eye, LLC (individually and
together the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Novartis Technology,
LLC and Novartis Innovative Therapies AG (together, “Novartis”), pursuant to which the Company agreed to purchase from Novartis
the exclusive commercial rights to assets associated with the following ophthalmic products (collectively the “Products”)
in the U.S. (the “Acquisition”): ILEVRO® (nepafenac ophthalmic suspension) 0.3%; NEVANAC® (nepafenac ophthalmic suspension)
0.1%; VIGAMOX® (moxifloxacin hydrochloride ophthalmic solution) 0.5%; MAXIDEX® (dexamethasone ophthalmic suspension) 0.1%; and
TRIESENCE® (triamcinolone acetonide injectable suspension) 40 mg/ml.
Under
the terms of the Purchase Agreement, the Company will make a one-time payment of $130,000,000 at closing, with up to another $45,000,000
due in a milestone payment related to the commercial availability of Triesence. The Acquisition is expected to close in the first quarter
of 2023, subject to the satisfaction of customary closing conditions, including clearance under the Hart-Scott Rodino Antitrust Improvements
Act. Pursuant to the Purchase Agreement and various ancillary agreements, immediately following the closing and subject to certain conditions,
for a period that the Company expects to last approximately six months, and prior to the transfer of the Products new drug applications
(the “NDAs”) to the Company, Novartis will continue to sell the Products on the Company’s behalf and transfer the net
profit from the sale of the Products to the Company. Novartis has agreed to supply certain Products to the Company for a period of time
after the NDAs are transferred to the Company and to assist with technology transfer of the Products manufacturing to other third-party
manufacturers, if needed.
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 has filed as an exhibit to this Current Report on Form 8-K.
Item
8.01 Other Events.
On
December 14, 2022, the Company issued a press release announcing the Transaction. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
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:
December 14, 2022 |
By: |
/s/
Andrew R. Boll |
|
Name:
|
Andrew
R. Boll |
|
Title:
|
Chief
Financial Officer |
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