Harrow, Inc 8-K, filed Aug 6, 2020

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): August 1, 2020

HARROWHEALTH, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (615) 733-4730

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934: Emerging growth company [  ]

If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item1.01 Entry Into a Material Definitive Agreement.

On August 1, 2020, ImprimisRx, LLC a wholly-owned subsidiary of Harrow Health, Inc. (individually or together the “Company”) entered into a Commercial Alliance Agreement (the “Agreement”) with Eyepoint Pharmaceuticals, Inc. (“Eyepoint”), pursuant to which Eyepoint granted the Company the non-exclusive right to co-promote DEXYCU^®^ (dexamethasone intraocular suspension) 9% for the treatment of post-operative inflammation following ocular surgery in the United States.

Pursuant to the Agreement, Eyepoint will pay the Company a fee calculated based on the quarterly sales of DEXCYU in excess of predefined volumes to specific customers of the Company in the U.S. The co-promotion of DEXCYU in the U.S. will be supervised by (i) a commercialization committee and (ii) a joint steering committee, each composed of an equal number of representatives from Eyepoint and the Company. Under the terms of the Agreement, the Company shall use commercially reasonable efforts to promote and market DEXCYU in the U.S.

Subject to early termination, the Agreement expires on August 1, 2025. Subject to specified notice periods and specified limitations, either party may terminate the Agreement in the event of (i) uncured material breach by the other party or (ii) if DEXCYU ceases to have “pass-through” payment status. In addition, subject to certain limitations, the Company may terminate the Agreement (i) for convenience subject to an extended specified notice period or (ii) in the event Eyepoint undergoes a change of control. Eyepoint may terminate the Agreement, subject to specified notice periods and specified limitations, if the Company fails to achieve certain minimum sales levels during specified periods.

The foregoing is a summary description of certain terms of the Agreement, is not complete and is qualified in its entirety by reference to the text of the Agreement, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.