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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