Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
10 February 2024 - 8:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 7 )*
HARROW
HEALTH, INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
415858109
(CUSIP
Number)
James
Silverman, One Boston Place, 26th Floor, Boston, MA 02108
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
12/31/23
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule
13d-1(b) |
☒ |
Rule
13d-1(c) |
☐ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 415858109 | 13G | Page 2 of 6 Pages |
Opaleye
Management, Inc. |
|
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Massachusetts |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
0 |
|
6. |
|
SHARED
VOTING POWER
3,820,000 |
|
7. |
|
SOLE
DISPOSITIVE POWER
0 |
|
8. |
|
SHARED
DISPOSITIVE POWER
3,820,000 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,820,000 |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.88% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
CO |
|
|
*
Based upon 35,117,746 shares of common stock outstanding on November 13, 2023 as reported by the Issuer in a 10-Q for the period
ending on 9/30/2023 filed with the Securities and Exchange Commission. This calculation does not include the exercise or conversion
of outstanding securities of the Issuer. |
CUSIP No. 415858109 | 13G | Page 3 of 6 Pages |
Item
1.
|
(a) |
Name
of Issuer: Harrow Health, Inc. (the “Company”). |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices: 102 Woodmont Blvd., Suite 610
Nashville,
Tennessee 37205 |
Item
2.
|
(a) |
Name
of Person Filing This statement is filed by the entities and persons listed below, who are
collectively referred to herein as “Reporting Persons” with respect to
the shares of common stock of the Company:
Opaleye
Fund
Opaleye,
L.P. (the “Opaleye Fund”), a private fund formed in the state of Delaware.
Investment
Manager
Opaleye
Management Inc. (the “Investment Manager”), with respect to the shares of common stock held by the Opaleye Fund,
a private fund to which the Investment Manager serves as investment manager. The Investment Manager also serves as a portfolio manager
for a separate managed account (the “Managed Account”) and may be deemed to indirectly beneficially own securities
owned by the Managed Account. The Investment Manager disclaims beneficial ownership of the shares held by the Managed Account.
Reporting
Individual
Mr.
James Silverman (the “Reporting Individual”), with respect to the shares of common stock held by the Opaleye Fund.
Mr. Silverman is the President of the Investment Manager. |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence One Boston Place, 26th Floor, Boston, MA 02108 |
|
|
|
|
(c) |
Citizenship
is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting
Person. |
|
|
|
|
(d) |
Title
of Class of Securities Common Stock, $0.001 par value per share |
|
|
|
|
(e) |
CUSIP
Number 415858109 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
CUSIP No. 415858109 | 13G | Page 4 of 6 Pages |
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
|
Amount
beneficially owned: 3,820,000 |
|
|
|
|
|
(b) |
|
Percent
of class: 10.88% |
|
|
|
|
|
(c) |
|
Number
of shares as to which the person has: |
|
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote 0 |
|
|
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote 3,820,000 |
|
|
|
|
|
|
|
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(iii) |
Sole
power to dispose or to direct the disposition of .0 |
|
|
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of 3,820,000 |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐ .
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable
CUSIP No. 415858109 | 13G | Page 5 of 6 Pages |
Item
8. Identification and Classification of Members of the Group.
Not
applicable
Item
9. Notice of Dissolution of Group.
Not
applicable
Item
10. Certification.
|
(a) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
|
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
|
|
|
|
(b) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
|
|
|
|
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 415858109 | 13G | Page 6 of 6 Pages |
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
02/09/2024 |
|
Date |
|
|
|
/s/
James Silverman |
|
Signature |
|
|
|
James
Silverman/Managing Member of Opaleye |
|
|
|
GP
LLC, the General Partner of |
|
|
|
Opaleye,
L.P. |
|
Name/Title |
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