Item
7.01 Regulation FD Disclosure.
On
December 14, 2022, Harrow Health, Inc. (the “Company”) issued a press release announcing the commencement of a public
offering of $100,000,000 aggregate principal amount of senior notes due 2027 (the “Senior Notes Offering”). The Company
expects to grant the underwriters a 30-day option to purchase up to an additional $15,000,000 aggregate principal amount of senior notes
in connection with the Senior Notes Offering.
Also,
on December 14, 2022, the Company issued a press release announcing pricing of a registered direct offering of $25
million of shares of the Company’s common stock, par value $0.001 (the “Common Stock”) to certain accredited
investors, at an offering price of $10.52 (the “Common Stock Offering”). The Common Stock Offering is anticipated
to close on or about December 16, 2022, subject to satisfaction of customary closing conditions.
A
copy of the press releases for the Notes Offering and Common Stock Offering are being furnished as Exhibit 99.1 and Exhibit
99.2, respectively, to this Current Report on Form 8-K.
In
connection with the Note Offering, the Company will be making road show presentations to certain existing and potential securityholders
of the Company. The road show materials are being furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01 of the Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this
Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent it is specifically incorporated
by reference but regardless of any general incorporation language in such filing.
The
information furnished under this Item 7.01 of Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit
99.3, shall not be deemed to constitute an admission that such information or exhibit is required to be furnished pursuant to Regulation
FD or that such information or exhibit contains material information that is not otherwise publicly available. In addition, the Company
does not assume any obligation to update such information or exhibits in the future.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K (and the exhibits attached hereto) may contain “forward-looking” statements as defined by the
Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These statements include, but
are not limited to, the Company’s plans, objectives, expectations and intentions regarding the performance of its business, statements
regarding the terms and conditions and timing of the Offerings, the intended use of proceeds of the Offerings and other non-historical
statements. These statements can be identified by the use of words such as “believes,” “anticipates,” “expects,”
“intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,”
“forecasts,” and similar expressions. All forward looking statements are based on management’s current expectations
and beliefs only as of the date of this report and are subject to risks, uncertainties and assumptions that could cause actual results
to differ materially from those discussed in, or implied by, the forward-looking statements, including the risks identified and discussed
from time to time in the Company’s reports filed with the SEC, including the Company’s most recent Annual Report on Form
10-K and Quarterly Reports on Form 10-Q. Readers are strongly encouraged to review carefully the full cautionary statements described
in these reports. Except as required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements
to reflect events or circumstances after the date of this report, or to reflect the occurrence of unanticipated events or circumstances.