What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-13 compared with 2023-08-09 · 160 added, 128 removed, 254 unchanged (53% of the section changed)

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discussion and analysis, unless the context indicates otherwise, the terms the “Company,” “Harrow,” “we,”

“us” and “our” refer to Harrow Health, Inc.

and its consolidated subsidiaries, consisting of ImprimisRx, LLC,

ImprimisRx NJ, LLC dba ImprimisRx, Imprimis NJOF, LLC, and Harrow Eye, LLC.

In this discussion and analysis, we refer to our consolidated

subsidiaries ImprimisRx, LLC, ImprimisRx NJ, LLC and Imprimis NJOF, LLC collectively as “ImprimisRx.”

“us” and “our” refer to Harrow, Inc.

and its consolidated subsidiaries, consisting of ImprimisRx, LLC, ImprimisRx

NJ, LLC dba ImprimisRx, Imprimis NJOF, LLC, and Harrow Eye, LLC.

In this discussion and analysis, we refer to our consolidated subsidiaries

ImprimisRx, LLC, ImprimisRx NJ, LLC and Imprimis NJOF, LLC collectively as “ImprimisRx.”

addition to historical information, the following discussion contains forward-looking statements regarding future events and our future

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eyecare professionals preserve the gift of sight by making its comprehensive portfolio

of prescription and non-prescription pharmaceutical products accessible and affordable to millions of Americans each year We own commercial

of prescription and non-prescription pharmaceutical products accessible and affordable to millions of Americans each year.

We own commercial

rights to one of the largest portfolios of branded ophthalmic pharmaceutical products in the U.S.

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We also own and operate ImprimisRx, one of the nation’s leading ophthalmology-focused pharmaceutical-compounding businesses.

In addition, we have non-controlling equity positions in Surface Ophthalmics, Inc.

In addition, we have non-controlling equity interests in Surface Ophthalmics, Inc.

(“Surface”) and Melt Pharmaceuticals,

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about each of these developments.

Reimbursement and Launch

Reimbursement, Launch and Studies

February 2023, we announced that the Centers for Medicare & Medicaid Services (“CMS”) had issued a permanent, product

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physicians can use for reimbursement purposes of that product.

New drugs approved by the FDA that are used in surgeries performed in

a hospital outpatient departments or ambulatory surgical centers may receive a transitional pass-through reimbursement under Medicare,

provided they meet certain criteria, including a “not insignificant” cost criterion.

Pass-through status allows for separate

payment (i.e., outside the packaged payment rate for the surgical procedure) under Medicare Part B, which consists of Medicare reimbursement

for a drug based on a defined formula for calculating the minimum fee that a manufacturer may charge for the drug.

Under current regulations

of CMS, pass-through status applies for a period of three years;

which is measured from the date Medicare makes its first pass-through

payment for the product.

Following the three-year period, the product would be incorporated into the cataract bundled payment system,

which could significantly reduce the pricing for that product.

Temporary pass-through reimbursement for IHEEZO was awarded by CMS and

made effective in April 2023.

New drugs approved by the U.S.

Food and Drug Administration (“FDA”)

that are used in surgeries performed in hospital outpatient departments or ambulatory surgical centers may receive a transitional pass-through

reimbursement under Medicare, provided they meet certain criteria, including a “not insignificant” cost criterion.

status allows for separate payment (i.e., outside the packaged payment rate for the surgical procedure) under Medicare Part B, which

consists of Medicare reimbursement for a drug based on a defined formula for calculating the minimum fee that a manufacturer may charge

for the drug.

Under current regulations of CMS, pass-through status applies for a period of three years;

which is measured from the date

Medicare makes its first pass-through payment for the product.

Following the three-year period, the product would be incorporated into

the cataract bundled payment system, which could significantly reduce the pricing for that product.

Temporary pass-through reimbursement

for IHEEZO was awarded by CMS and made effective in April 2023.

are also working to ensure our continued access to the Medicare market for the ambulatory surgery center (ASC), hospital and outpatient

department (HOPD), and in-office use market for IHEEZO.

In this regard, we are designing and intend to execute, during 2024, clinical

studies to build data sets that could be presented to Centers for Medicare & Medicaid Services (CMS) to extend our temporary pass-through

period for IHEEZO in ASCs and HOPDs.

We are also meeting with CMS to clarify policy on anesthesia billing policy which has historically

not allowed for the separate billing of anesthesia services in the physician’s office.

We intend to request that CMS clarify that

J-Code 2403, IHEEZO’s permanent J-Code, is appropriate to be billed for the anesthesia product itself (i.e., IHEEZO in our case)

in the physician’s office setting.

the beginning of April 2023, we initiated a regional and targeted launch of IHEEZO (chloroprocaine HCL ophthalmic gel) 3%.

2023, our full commercial launch of IHEEZO occurred, with the product being highlighted by our commercial team at the ASCRS (American

Society of Cataract and Refractive Surgery) Annual Meeting held May 5 – 8, 2023.

Society of Cataract and Refractive Surgery) Annual Meeting.

we sponsored an in-vivo (in human) study to compare the effects of IHEEZO with povidone-iodine (PVI) compared to a low-viscosity tetracaine

ophthalmic solution with PVI.

The primary intent of the study is to show that IHEEZO does not act as a “barrier” to PVI,

which had otherwise been shown with other ocular anesthetic gels.

Findings from the study are positive showing that IHEEZO demonstrated

a similar barrier risk to tetracaine (e.g., a non-gel anesthetic).

of ILEVRO, NEVANAC, VIGAMOX, MAXIDEX and TRIESENCE

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Under the terms of the Purchase Agreement, we made a one-time payment of $130,000,000

at closing, with up to another $45,000,000 due in a milestone payment related to the timing of the commercial availability of Triesence.

at closing, with up to another $45,000,000 due in a milestone payment related to the timing of the commercial availability of TRIESCENCE.

Pursuant to the Purchase Agreement and various ancillary agreements, immediately following the closing and subject to certain conditions,

for a period that lasted approximately six months, and prior to the transfer of the Fab 5 Products new drug applications (the “NDAs”)

for a period that lasted approximately nine months, and prior to the transfer of the Fab 5 Products new drug applications (the “NDAs”)

to us, Novartis continued to sell the Products on our behalf and transferred the net profit from the sale of the Products to us.

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April 28, 2023, we transferred the NDAs for ILEVRO, NEVANAC and MAXIDEX.

In July 2023, we transferred the NDA for VIGAMOX, and the NDA for TRIESENCE is expected to transfer upon around the timing of its commercial availability.

In July 2023, we transferred the NDA for VIGAMOX, and the NDA

for TRIESENCE is expected to transfer upon around the timing of its commercial availability.

Credit and Guaranty Agreement

March 27, 2023, we entered into a Credit and Guaranty Agreement (the “Oaktree Loan”) with Oaktree Fund Administration, LLC,

March 27, 2023, we entered into a Credit Agreement and Guaranty (the “Oaktree Loan”) with Oaktree Fund Administration, LLC,

as administrative agent for the lenders (together, “Oaktree”), providing for a loan to us with a principal amount of up to

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Upon entering into the Oaktree Loan, we drew a principal amount of $65,000,000 from the Oaktree Loan and used the net proceeds

to repay all amounts owed by us pursuant to the BR Loan.

No remaining amounts are due under the BR Loan, and no exit or prepayment fees

were paid as a result of the payoff of the B.

The additional principal loan amount of up to $35,000,000 available under the

Oaktree Loan (the “Tranche B”) will be made available to the Company upon the commercialization of TRIESENCE.

to repay all amounts owed by us pursuant to the BR Loan (as defined below).

No remaining amounts are due under the BR Loan, and no exit

or prepayment fees were paid as a result of the payoff of the BR Loan.

The additional principal loan amount of up to $35,000,000 available

under the Oaktree Loan (the “Tranche B”) will be made available to the Company upon the commercialization of TRIESENCE.

July 18, 2023, we entered into the First Amendment to Credit Agreement and Guaranty and Consent (the “Oaktree Amendment”)

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Tranche B loan amount of up to $35,000,000 remains available to us upon the commercialization of TRIESENCE, provided, that if Tranche

B is not drawn by the Company on or before March 27, 2024, the amount available under Tranche B decreased to $30,000,000.

B is not drawn by the Company on or before March 27, 2024, the amount available under Tranche B will decrease to $30,000,000.

Oaktree Loan is secured by nearly all of the assets, including intellectual property, of the Company and its material subsidiaries.

Oaktree Loan has a maturity date of January 19, 2026 and carries an interest rate equal to the Secured Overnight Financing Rate (SOFR)

plus 6.5% per annum.

The Oaktree Loan requires interest-only payments through its term (there is no amortization of the principal amount

or excess cash flow sweeps during the term of the Oaktree Loan).

Oaktree Loan has a maturity date of January 19, 2026 and carries an interest rate equal to the Secured Overnight Financing Rate plus

6.5% per annum.

The Oaktree Loan requires interest-only payments through its term (there is no amortization of the principal amount or

excess cash flow sweeps during the term of the Oaktree Loan).

– Senior Notes Offering

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named therein, pursuant to which we agreed to sell $35,000,000 aggregate principal amount of 11.875% Senior Notes due 2027 (the “2027

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 2027 Notes.

In January 2023, the underwriters exercised their option to purchase the additional $5,250,000 aggregate

principal amount of 2027 Notes.

Notes”) plus up to an additional $5,250,000 aggregate principal amount of 2027 Notes pursuant to the option to purchase additional

In January 2023, the underwriters exercised their option to purchase the additional $5,250,000 aggregate principal amount

of 2027 Notes.

of VEVYE TM U.S.

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Under the Santen Agreements, we also

assumed certain obligations associated with other third parties that require mid-single digit royalties on sales of Freshkote and Zerviate.

Immediately following the closing and subject to certain conditions, for a period that we expect to last approximately four months, and

prior to the transfer of the Santen Product NDAs and other marketing authorizations to us, Santen will continue to sell the Santen Products

on our behalf and transfer the net profit from the sale of the Santen Products to us.

assumed certain obligations associated with other third parties that require royalties on sales of FRESHKOTE and ZERVIATE.

following the closing and subject to certain conditions, prior to the transfer of the Santen Product NDAs and other marketing authorizations

to us, Santen continued to sell the Santen Products on our behalf and transfer the net profit from the sale of the Santen Products to

In October 2023, we completed the transfer of the U.S.

NDAs and rights of the Santen Products, and expect Santen to transfer the

Canadian marketing authorizations of VERKAZIA and CATIONORM PLUS by March 31, 2024.

Stock Offering

July 2023, we closed a public offering of shares of our common stock at an offering price of $17.75 per share (the “Offering”).

We sold 3,887,324 shares of our common stock in the Offering, resulting in us receiving aggregate gross proceeds of $69,000,000, before

commissions and other offering expenses.

We sold 3,887,324 shares of our common stock in the Offering, resulting in us receiving aggregate net proceeds of $64,520,000, after

deducting underwriting discounts and commissions and other offering expenses of $4,480,000.

Riley Loan and Security Agreement – Paid

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administrative agent for the lenders from time to time party thereto.

The proceeds of the Loan Agreement were used to finance the Fab

5 Acquisition.

The proceeds of the Loan were used to finance the Fab 5 Acquisition.

BR Loan provided for a loan facility of up to $100,000,000 to the Company with a maturity date of December 14, 2025, at an interest rate

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material subsidiaries.

The Company drew $59,750,000 of the BR Loan in January 2023, and subsequently paid back the BR Loan in March 2023

at the time of closing the Oaktree Loan.

No remaining amounts are due under the BR Loan, and no exit or prepayment fees were paid as

a result of the payoff of the BR Loan.

In January 2023, the Company drew $59,750,000 of the BR Loan simultaneously with the consummation of the Fab 5

Acquisition, and subsequently paid back the BR Loan in March 2023 at the time of closing the Oaktree Loan.

No remaining amounts are due

under the BR Loan, and no exit or prepayment fees were paid as a result of the payoff of the BR Loan .

of Operations

following period-to-period comparisons of our financial results for the three and six months ended June 30, 2023 and 2022 are not necessarily

indicative of results for any future period.

following period-to-period comparisons of our financial results for the three and nine months ended September 30, 2023 and 2022 are not

necessarily indicative of results for any future period.

revenues include amounts recorded from sales of proprietary compounded formulations, sales of branded products to wholesalers through

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arrangements.

following presents our revenues for the three and six months ended June 30, 2023 and 2022:

following presents our revenues for the three and nine months ended September 30, 2023 and 2022:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Product sales, net

Commission revenues

Transfer of acquired product profit

Transfer of profits/sales

Total revenues

increase in revenues between periods was related to an increase in sales of our branded ophthalmology products, as well as an increase

in the transfer of profits related to the Fab 5 Acquisition.

This increase in 2023 was offset slightly by a decrease in commissions attributable

to sales of Dexycu® (which agreement terminated January 1, 2023) and a decrease in sales from our non-ophthalmology compounded products

as a result of our sale of those assets in the fourth quarter of 2022.

in the transfer of acquired products sales and profits related to the Fab 5 Acquisition and Santen Products Acquisition.

This increase

in 2023 was offset slightly by a decrease in commissions attributable to sales of DEXYCU® (which agreement terminated January 1,

2023) and a decrease in sales from our non-ophthalmology compounded products as a result of our sale of those assets in the fourth quarter

During the three and nine months ended September 30, 2023, revenues, including transfer of acquired product sales and profits,

from branded products totaled $14,496,000 and $33,863,000, respectively, as compared to $654,000 and $1,896,000 during the same periods

in the prior year, respectively.

cost of sales includes direct and indirect costs to manufacture formulations and sell products, including active pharmaceutical ingredients,

personnel costs, packaging, storage, royalties, shipping and handling costs, manufacturing equipment and tenant improvements depreciation,

the write-off of obsolete inventory and other related expenses.

following presents our cost of sales for the three and six months ended June 30, 2023 and 2022:

the write-off of obsolete inventory, amortization of acquired product NDAs, and other related expenses.

following presents our cost of sales for the three and nine months ended September 30, 2023 and 2022:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Cost of sales

increase in our cost of sales was largely attributable to the amortization of acquired product NDAs which totaled $2,649,000 and $4,694,000

for the three and six months ended June 30, 2023, respectively, compared to $341,000 and $682,000 during the prior year periods, respectively,

coupled with lesser increases in expenses associated with unit volumes sold and increased direct and indirect costs associated with production

of our products.

increase in our cost of sales was largely attributable to the amortization of acquired product NDAs and product licenses which

totaled $2,480,000 and $7,174,000 for the three and nine months ended September 30, 2023, respectively, compared to $341,000 and

$1,023,000 during the prior year periods, respectively, offset by lesser increases in expenses associated with unit volumes sold and

increased direct and indirect costs associated with production of our products.

Profit and Margin

For the Three Months Ended

For the Six Months Ended

decrease in gross margin between the three and six months ended June 30, 2023 and 2022 is primarily attributable to amortization of acquired

For the Nine Months Ended

September 30,

decrease in gross margin between the nine months ended September 30, 2023 and 2022 was primarily attributable to amortization of acquired

NDAs from the Fab 5 Acquisition, beginning in January 2023.

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our marketing activities and sales of our proprietary compounded formulations and other non-proprietary pharmacy products and formulations.

following presents our selling, general and administrative expenses for the three and six months ended June 30, 2023 and 2022:

following presents our selling, general and administrative expenses for the three and nine months ended September 30, 2023 and 2022:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Selling, general and administrative

increase in selling, general and administrative expenses between periods was primarily attributable to an increase in stock-based compensation

expense of $3,010,000 and $2,650,000 for the three and six months ended June 30, 2023, respectively, compared to the prior year periods,

including new expenses associated with performance stock units granted in April of 2023.

Other areas of increased expenses included regulatory

enhancements, costs to support the transition of recent product acquisitions, and an increase in expenses related to the addition of

new employees in sales, marketing and other departments to support current and expected growth, including the commercial launch of IHEEZO

in April 2023.

expense of $4,476,000 and $11,521,000 for the three and nine months ended September 30, 2023, respectively, compared to the prior year

periods, including new expenses associated with performance stock units granted in April 2023.

Other areas of increased expenses included

regulatory enhancements, costs to support the transition of recent product acquisitions, and an increase in expenses related to the addition

of new employees in sales, marketing and other departments to support current and expected growth, including the commercial launch of

IHEEZO in April 2023.

and Development Expenses

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acquired in-process R&D and other costs related to the clinical development of our assets.

following presents our research and development expenses for the three and six months ended June 30, 2023 and 2022:

following presents our research and development expenses for the three and nine months ended September 30, 2023 and 2022:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Research and development

increase in R&D expenses between periods was primarily attributable to increased activity related to product acquisitions, launches

and clinical and medical support.

expense, net was $5,704,000 and $10,451,000 for the three and six months ended June 30, 2023, respectively, compared to $1,794,000 and

$3,586,000 for the same periods in 2022, respectively.

The increase during the periods ended June 30, 2023 compared to the same periods

in 2022 was primarily due to an increase in the outstanding principal amount of our debt obligations.

in Losses of Unconsolidated Entities

the three and six months ended June 30, 2023, we recorded a loss of $0, related to our share of losses in Melt, compared to $2,646,000

increase in R&D expenses between periods was primarily attributable to increased activity related to product acquisitions, product

launches, clinical and medical support.

expense, net was $5,749,000 and $16,200,000 for the three and nine months ended September 30, 2023, respectively, compared to $1,800,000

and $5,386,000 for the same periods in 2022, respectively.

The increase during the periods ended September 30, 2023 compared to the same

periods in 2022 was primarily due to an increase in the outstanding principal amount of our debt obligations and amortization of debt issuance costs.

in Losses of Unconsolidated Entities

the three and nine months ended September 30, 2023, we recorded a loss of $0, related to our share of losses in Melt, compared to $3,504,000

and $9,036,000 for the same periods in 2022, respectively, as the Company reduced the carrying value of its investment in Melt to $0

at the end of 2022.

Gain (Loss) from Eton

the three and six months ended June 30, 2023, we recorded a (loss)/gain of $(714,000) and $1,328,000, respectively, related to the change

the three and nine months ended September 30, 2023, we recorded a gain of $1,348,000 and $2,676,000, respectively, related to the change

in fair market value of Eton’s common stock compared to losses of $(1,031,000) and $(4,341,000) for the same periods in 2022, respectively.

on Extinguishment of Debt

the six months ended June 30, 2023, we recorded a loss on extinguishment of debt of $5,465,000, related to the payoff of the B.

the three and six months ended June 30, 2023, we recorded other expense, net of $178,000 and $149,000, respectively, related primarily

the nine months ended September 30, 2023, we recorded a loss on extinguishment of debt of $5,465,000, related to the payoff of the BR

the three and nine months ended September 30, 2023, we recorded other expense, net of $195,000 and $344,000, respectively, related primarily

to transition services and write-off of inventories associated with the divestment of our non-ophthalmology business.

During the three and nine months

ended September 30, 2023, we recorded income tax expense of $1,539,000 and $1,236,000, respectively, and $35,000 and $75,000, during the

same periods in 2022, respectively.

and Capital Resources

cash on hand at June 30, 2023 was $22,754,000, compared to $96,270,000 at December 31, 2022.

of the date of this Quarterly Report, we believe that cash and cash equivalents of $22,754,000 at June 30, 2023, along with proceeds

received subsequent to June 30, 2023 from the Offering and Oaktree Amendment, will be sufficient to sustain our planned level of operations

and capital expenditures for at least the next 12 months.

In addition, we may consider the sale of certain assets including, but not

limited to, part of, or all of, our investments in Eton, Surface, Melt, and/or any of our consolidated subsidiaries.

cash and cash equivalents on hand at September 30, 2023 was $65,610,000, compared to $96,270,000 at December 31, 2022.

of the date of this Quarterly Report, we believe that cash and cash equivalents of $65,610,000 at September 30, 2023 will be sufficient

to sustain our planned level of operations and capital expenditures for at least the next 12 months.

In addition, we may consider the

sale of certain assets including, but not limited to, part of, or all of, our investments in Eton, Surface, and Melt.

However, we may

pursue acquisitions of revenue generating products, drug candidates or other strategic transactions that involve large expenditures or

we may experience growth more quickly or on a larger scale than we expect, any of which could result in the depletion of capital resources

pursue acquisitions of revenue generating products, or drug candidates or other strategic transactions that involve large expenditures

or we may experience growth more rapidly or on a larger scale than we expect, any of which could result in the depletion of capital resources

more rapidly than anticipated and could require us to seek additional financing to support our operations.

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candidate for which we pursue FDA approval, to pursue additional development programs or to explore other development opportunities.

following provides detailed information about our net cash flows:

For the Six Months Ended

June 30, 2023

June 30, 2022

following provides detailed information about our net cash flows for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended September 30,

Net cash (used in) provided by operating activities

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Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

(30,660,000 )

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Cash and cash equivalents at end of the period

cash used in operating activities during the six months ended June 30, 2023 was $(3,648,000) compared to cash provided by operating activities

of $5,827,000 during the same period in the prior year.

The increase in net cash used in operating activities between the periods was

mainly attributed to an increase in accounts receivable related to payment terms for the profit transfer associated with the Fab 5 Acquisition

and branded product sales, which was an increase in our receivables of $12,038,000 during the six months ended June 30, 2023 compared

to an increase of $2,314,000 during the six months ended June 30, 2022.

The increase in net cash used in operating activities was also

attributed to an increase in inventory levels, coupled with operating expenses associated with the commercial launch of IHEEZO and increased

costs of goods sold.

cash used in investing activities during the six months ended June 30, 2023 was $(132,219,000) compared to $(669,000) during the same

period in the prior year.

Cash used in investing activities in 2023 was primarily associated with the Fab 5 Acquisition.

investing activities in 2022 was primarily associated with equipment and software purchases.

cash provided by (used in) financing activities during the six months ended June 30, 2023 and 2022 was $62,351,000 and $(887,000), respectively.

Cash provided by financing activities during the six months ended June 30, 2023 was primarily related to proceeds received from the sale

of the 2027 Notes, and proceeds from the Oaktree Loan.

Cash used in financing activities during the six months ended June 30, 2022 was

primarily related to payment of payroll taxes upon vesting of RSUs in exchange for shares withheld from the employee.

principal sources of cash consist of cash provided by operating activities from our ImprimisRx and branded pharmaceutical businesses,

and in 2022 and 2023, proceeds from the sale of senior notes, the Offering and the Oaktree Loan and Oaktree Amendment.

We may also sell

some or all of our ownership interests in Surface, Melt or our other subsidiaries, along with some or all of the remaining portion of

our Eton common stock.

cash (used in) provided by operating activities during the nine months ended September 30, 2023 was $(4,856,000) compared to cash provided

by operating activities of $5,417,000 during the same period in the prior year.

The increase in net cash used in operating activities

between the periods was mainly attributed to an increase of $12,287,000 in accounts receivable related to payment terms for our branded

product sales during the nine months ended September 30, 2023 compared to an increase of $2,309,000 during the same period in 2022.

increase in net cash used in operating activities was also attributed to an increase in inventory levels, coupled with operating expenses

associated with the commercial launch of IHEEZO, product acquisitions and integrations and increased costs of goods sold.

cash used in investing activities during the nine months ended September 30, 2023 was $(152,350,000) compared to $(1,738,000) during

the same period in the prior year.

Cash used in investing activities in 2023 was primarily associated with the Fab 5 Acquisition, Santen

Products Acquisition and VEVYE Acquisition.

Cash used in investing activities in 2022 was primarily associated with equipment and software

cash provided by (used in) financing activities during the nine months ended September 30, 2023 and 2022 was $126,546,000 and $(887,000),

respectively.

Cash provided by financing activities during the nine months ended September 30, 2023 was primarily related to proceeds

received from the sale of the 2027 Notes, the Oaktree Loan and Oaktree Amendment, and the Offering, offset by payment of payroll taxes

upon vesting of PSUs in exchange for shares withheld from employees.

Cash used in financing activities during the nine months ended September

30, 2022 was primarily related to payment of payroll taxes upon vesting of RSUs in exchange for shares withheld from the employee.

principal sources of cash consist of cash provided by operating activities, and in 2022 and 2023, proceeds from the sale of the 2027

Notes, the Offering and the Oaktree Loan and Oaktree Amendment.

We may also sell some or all of our ownership interests in Surface, Melt

or our other subsidiaries, along with some or all of the remaining portion of our Eton common stock.

may acquire new products, product candidates and/or businesses and, as a result, we may need significant additional capital to support

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis