Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 20, 2023, Harrow Health, Inc. along with its wholly-owned subsidiaries, Harrow IP, LLC and Harrow Eye, LLC (individually and together the "Company") completed the previously announced acquisition from Novartis Technology, LLC and Novartis Innovative Therapies AG (together, "Novartis") of 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 Asset Purchase Agreement between the Company and Novartis (the "Purchase Agreement"), the Company made 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. 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 the Company with the transfer of the manufacturing of the Products to other third-party manufacturers, if needed.

The Company funded the initial purchase price payable at closing of the Acquisition with (i) net proceeds of a $59,750,000 borrowing pursuant to the previously announced Loan and Security Agreement entered into with B. Riley Commercial Capital, LLC (the "Senior Secured Loan") drawn at closing of the Acquisition, (ii) proceeds of recent sales of the Company's common stock and 11.875% senior unsecured notes due 2027 and (iii) available cash on hand.




Item 8.01 Other Events.

On January 23, 2023, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the Company's Unaudited Pro Forma Condensed Consolidated Balance Sheet at September 30, 2022, giving effect to:

(i) the cash received by the Company in connection with the Company's sale and


     divestment of its non-ophthalmology related compounding revenue line and
     related intangible assets, and the net gain on sale;

(ii) the net proceeds from the sale of shares of the Company's common stock,


      after deducting underwriting discounts and commissions, structuring and
      commitment fees, and estimated offering expenses payable by the Company;

(iii) the net proceeds from the sale of 11.875% senior unsecured notes due 2027


       (the "Notes") (including the exercise of the underwriters' option to
       purchase additional Notes), after deducting underwriting discounts and
       commissions, structuring and commitment fees, and estimated offering
       expenses payable by the Company;

(iv) the net proceeds of the Senior Secured Loan, after deducting underwriting


      discounts and commissions, structuring and commitment fees, original issue
      discount, and estimated offering expenses payable by the Company; and

(v) cash paid by the Company in connection with closing of the Acquisition,

including estimated expenses related to the Acquisition.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Item   Description

99.1     Harrow Health Press Release dated January 23, 2023
99.2     Unaudited Pro Forma Consolidated Balance Sheet
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

© Edgar Online, source Glimpses