Item 8.01 Other Events
As previously disclosed, on December 15, 2022, Harrow Health, Inc. (the
"Company") entered into an underwriting agreement (the "Underwriting Agreement")
with B. Riley Securities, Inc., as representative of the several underwriters
named therein (collectively the "Underwriters"), pursuant to which the Company
agreed to sell to the Underwriters $35,000,000 aggregate principal amount of
11.875% Senior Notes due 2027 (the "Firm Notes") plus up to an additional
$5,250,000 aggregate principal amount of 11.875% Senior Notes due 2027 pursuant
to the option to purchase additional Notes (the "Additional Notes", and together
with the Firm Notes, the "Notes"). The sale of the Firm Notes closed on December
20, 2022.
On January 11, 2023, the Company issued an additional $5,250,000 aggregate
principal amount of 11.875% Senior Notes due 2027 upon the exercise in full of
the Underwriters' option to purchase the Additional Notes. As of the closing of
the issuance of the Additional Notes, a total of $40,250,000 aggregate principal
amount of the Notes have been issued. The net proceeds from the issuance of
Notes are expected to be used to fund a portion of the purchase price of a
previously announced acquisition.
The newly issued Additional Notes have the identical terms as the Firm Notes and
are governed by the indenture dated as of April 20, 2021 as supplemented by the
second supplemental indenture dated as of December 20, 2022 (the "Indenture")
with U.S. Bank Trust Company, National Association (as successor to U.S. Bank
National Association), as trustee. The Indenture establishes the form, and
provides for the issuance, of the Notes. The Indenture and the Notes are more
fully described in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on December 20, 2022.
The Notes were offered pursuant to the Company's shelf registration statement on
Form S-3 (Registration No. 333-265244), which was declared effective by the
Commission on June 6, 2022 (the "Registration Statement"). Attached as Exhibit
5to this report and incorporated herein by reference is a copy of the opinion of
Waller Lansden Dortch & Davis, LLP, relating to the validity of the Additional
Notes sold in the offering (the "Legal Opinion"). The Legal Opinion is also
filed with reference to, and is hereby incorporated by reference into, the
Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
5 Opinion of Waller Lansden Dortch & Davis, LLP
23 Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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