What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-11 compared with 2025-11-10 · 130 added, 250 removed, 123 unchanged (76% of the section changed)

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Our condensed consolidated financial statements have been prepared and, unless otherwise

stated, the information derived therefrom as presented in this discussion and analysis is presented, in accordance with accounting principles

generally accepted in the United States of America (“GAAP”).

stated, the information derived therefrom as presented in this discussion and analysis is presented, in accordance with GAAP.

information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment

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Securities and Exchange Commission (the “SEC”), including our Annual Report on Form

10-K for the fiscal year ended December 31, 2024 and subsequent reports, which discuss our business in greater detail.

As used in this

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

“us” and “our” refer to Harrow, Inc.

and its consolidated subsidiaries, including ImprimisRx, LLC, ImprimisRx

NJ, LLC dba ImprimisRx, Imprimis NJOF, LLC, Harrow IP, 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.”

10-K for the year ended December 31, 2025 and subsequent reports, which discuss our business in greater detail.

As used in this discussion

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

and “our” refer to Harrow, Inc.

and its consolidated subsidiaries, including ImprimisRx, LLC, ImprimisRx NJ, LLC dba ImprimisRx,

Imprimis NJOF, LLC, Harrow IP, 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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as required by law, we undertake no obligation to revise or publicly update any forward-looking statement for any reason.

are a leading provider of ophthalmic disease management solutions in North America, offering a comprehensive portfolio of products that

address conditions affecting both the front and back of the eye, such as dry eye disease, wet (or neovascular) age-related macular degeneration,

cataracts, refractive errors, glaucoma and a range of other ocular surface conditions and retina diseases.

Harrow was founded with a

commitment to deliver safe, effective, accessible, and affordable medications that enhance patient compliance and improve clinical outcomes.

are a leading eyecare pharmaceutical company engaged in the discovery, development, and commercialization of innovative ophthalmic pharmaceutical

products for the U.S.

eyecare professionals preserve the gift of sight by making our comprehensive portfolio 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 North America, all of which are marketed under

the Harrow name.

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

Affecting Our Performance

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See “Liquidity and Capital Resources” below.

following describes certain developments in 2025 to date that are important to understand our financial condition and results of operations.

See the notes to our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information

about each of these developments.

Third Revolving Credit Facility

September 2025, we entered into a Credit Agreement (the “5/3 Revolver”) with Fifth Third Bank, National Association, as administrative

agent for itself and the other lenders (collectively, “Fifth Third”) providing for a senior secured revolving credit facility

in the initial principal amount of $40,000,000, together with an uncommitted incremental revolving line of credit in the principal amount

of up to $20,000,000.

The 5/3 Revolver will mature on September 26, 2030, or, if earlier, the date that is 91 days prior to the earliest

maturity date of the Company’s 2030 Notes (as defined below).

under the 5/3 Revolver bear interest at a floating rate equal to, at the Company’s option, either (i) a base rate plus a margin

ranging from 0.25% to 0.75%, or (ii) a Secured Overnight Financing Rate (“SOFR”) based rate plus a margin ranging from 1.25%

In addition, an unused fee of 0.25% per annum is payable monthly in arrears based on the undrawn portion of the commitments

in respect of the 5/3 Revolver.

Borrowings under the 5/3 Revolver are secured by a first priority lien in substantially all of the present

and future property and assets, real and personal, of the Company, subject to customary exceptions.

the 5/3 Revolver, we are subject to certain customary affirmative and negative covenants.

In addition, the 5/3 Revolver contains certain

financial covenants requiring the Company to maintain, on a consolidated basis as of the last day of each month, a fixed charge coverage

ratio of at least 1.10 to 1.0.

Access for All

September 2025, we announced Harrow Access For All (“HAFA”) to expand our proprietary patient access model from a single

product to encompass Harrow’s comprehensive ophthalmic portfolio of branded, authorized generics (AGx), and compounded ophthalmic

Beginning in late 2025 and expanding into 2027, HAFA will provide a single, unified access point for prescribers and patients,

offering affordability, streamlined prescribing, and predictable access.

The platform creates a simpler, more predictable path to treatment—supporting

better outcomes for patients and greater efficiency for physicians.

of Remaining Interests in Melt Pharmaceuticals, Inc.

September 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among us, Harrow Acquisition

Sub, Inc., a wholly owned subsidiary of Harrow, Melt Pharmaceuticals, Inc.

(“Melt”), and D.

Brad Osborne, as stockholder

representative.

Under the terms of the Merger Agreement and related milestone payment agreement, the Company agreed to acquire the remaining

equity interests of Melt in exchange for an initial cash payment of approximately $4,300,000 at closing, and contingent consideration

consisting of cash and Company equity upon achievement of (i) U.S.

Food and Drug Administration (“FDA”) approval of the MELT-300

product candidate, (ii) coding and reimbursement of the MELT-300 product candidate, and (iii) various one-time sales milestones, as follows:

FDA approval of MELT-300, the Company shall pay an aggregate amount in cash of approximately $87,200,000.

receipt of pass-through status awarded and J-Code (or any other similar designation) issued by the Center for Medicare & Medicaid

Services for MELT-300 the Company shall issue an aggregate of approximately 1,112,000 shares of the Company’s common stock.

achievement of various annual net sales milestones ranging from $100,000,000 to $1,000,000,000 per year, the Company shall make one-time

cash payments that in the aggregate may total up to approximately $261,000,000 if all annual net sales milestones are achieved.

regulatory and commercial milestones must be achieved, if at all, on or before December 31, 2035.

Merger Agreement includes representations and warranties and covenants of the parties customary for such a transaction.

Until the earlier

of the termination of the Merger Agreement and the effective time of the acquisition, Melt has agreed to operate its business in the

ordinary course and has agreed to certain other operating covenants.

In addition, Melt has agreed to use reasonable best efforts to obtain

approval of the Merger Agreement and the transactions contemplated thereby by the requisite Melt stockholders needed for approval.

closing of this acquisition has not yet occurred and is subject to certain customary closing conditions, including the approval of the

requisite stockholders of Melt, the continued accuracy of representations and warranties and performance of covenants, and the absence

of any material adverse effect.

We expect to close this acquisition before December 31, 2025.

Senior Notes Due 2030 and Payoff of Prior Debt

September 2025, we closed a private offering of $250,000,000, aggregate principal amount of 8.625% senior notes due 2030 (the “2030

The 2030 Notes offering resulted in net proceeds to us of approximately $242,794,000 after deducting underwriting discounts

and commissions and other offering expenses of $7,206,000

2030 Notes are senior unsecured obligations and are effectively subordinated to any of our secured indebtedness to the extent of the

value of the assets securing such indebtedness.

The 2030 Notes are guaranteed on a senior unsecured basis by us, subject to certain exceptions.

The 2030 Notes bear interest at the rate of 8.625% per annum.

Interest on the 2030 Notes is payable semi-annually in arrears on March

15, and September 15 of each year.

The issuance costs were recorded as a debt discount and are being amortized as interest expense over

the term of the 2030 Notes using the effective interest rate method.

used the net proceeds from the 2030 Notes offering to prepay all then outstanding senior debt borrowings, exit costs, and accrued interest

including $107,500,000 in total principal loan amount borrowed under the Credit Agreement and Guaranty (the “Oaktree Loan”)

with Oaktree Fund Administration, LLC, as administrative agent for the lenders (together, “Oaktree”), $75,000,000 in total

principal amount senior notes due 2026 (the “2026 Notes), and $40,250,000 in total principal amount senior notes due 2027 (the

“2027 Notes”).

The 2026 Notes and 2027 Notes were listed on The Nasdaq Stock Market under the symbols “HROWL”

and “HROWM”, respectively.

The 2026 Notes were delisted on October 10, 2025 and the 2027 Notes were delisted on October 8,

and OPUVIZ TM – Commercialization Agreement

July 2025, we entered into a development and commercialization agreement (the “Samsung Agreement”) with Samsung Bioepis Co.,

Under the terms of the Samsung Agreement, following completion of the transition of commercial rights from

back to Samsung, Samsung will develop, manufacture, and supply BYOOVIZ (ranibizumab-nuna) and OPUVIZ (aflibercept-yszy)

(individually, a “Product” and together, the “Products”) for Harrow to commercialize in the U.S.

In consideration of such Rights, we will make a one-time upfront payment to Samsung, and Samsung will be eligible

to receive additional one-time payments based on the achievement of net sales-based milestones of the Products.

In addition to other

mutually agreed terms, we shall pay to Samsung a share of net sales from the Products generated in the U.S.

of Commercial Rights to BYQLOVI TM

June 2025, we announced a licensing agreement whereby we acquired the exclusive U.S.

commercial rights to BYQLOVI (clobetasol propionate

ophthalmic suspension) 0.05% from Taiwan-based Formosa Pharmaceuticals.

BYQLOVI was recently approved by the FDA for the treatment of

post-operative inflammation and pain following ocular surgery and is the first new ophthalmic steroid in its class in over 15 years.

Harrow expects BYQLOVI to be available in the fourth quarter of 2025.

VEVYE® Access for All

March 2025, we announced a patient access program called VEVYE Access for All.

The program is designed to increase patient access to

VEVYE at an out-of-pocket cost of $59 or below and, in many cases, reduce the need for prior authorizations, step edits, and other treatment

obstacles facing dry eye patients and their prescribers.

the first quarter of 2025 we initiated a 360-degree review of opportunities to offer ImprimisRx customers a Harrow-owned FDA-approved

product alternative to a compounded formulation.

We call this initiative Project Beagle.

In that vein, we began implementing a continuity

of care program to transition approximately 25,000 ImprimisRx patients from our Klarity-C (0.1% cyclosporine) compounded formulation

to VEVYE (0.1% cyclosporine), and we discontinued compounding Klarity-C on June 30, 2025.

We also discontinued another related compounded

formulation called Klarity PF.

Klarity PF was primarily purchased by a concentrated group of customers who have accepted our FRESHKOTE

product as an alternative.

We continue to review opportunities to reduce the size of our compounded formulary, improve and simplify our

compounding capabilities, and transition other ImprimisRx customers from compounded formulations to Harrow’s FDA-approved products.

following 2026 activity is important to understanding our financial condition and results of operations.

See the notes to our unaudited

condensed consolidated financial statements included in this Quarterly Report for additional information about each of these developments.

Senior Notes Due 2030

March 2026, we entered into the First Supplemental Indenture to the Indenture dated September 12, 2025 pursuant to which we issued

$50,000,000 aggregate principal amount of additional 8.625% Senior Notes due 2030 (the “New Notes”).

The New Notes were

issued at 100.25% of par value and resulted in net proceeds to us of $48,526,000 after deducting underwriting discounts, commissions

and other unpaid offering expenses of $1,474,000.

The New Notes, together with the 8.625% Senior Notes due 2030 issued in September

2025 (the “Existing Notes”) (together, the “2030 Notes”) are treated as a single series and have the same

terms as the Existing Notes.

The issuance costs and premium relating to the New Notes were deferred and will be recognized to

interest expense using the effective-interest method over the remaining term of the debt.

of Operations

following period-to-period comparisons of our financial results for the three and nine months ended September 30, 2025 and 2024 are not

necessarily indicative of results for any future period.

following period-to-period comparisons of our financial results for the three months ended March 31, 2026 and 2025 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 nine months ended September 30, 2025 and 2024:

Three Months Ended

For the Year Ended

September 30,

Other branded products

Revenues are recognized net of estimates for variable consideration, including government rebates, commercial rebates,

chargebacks, wholesaler and distribution service fees, returns, patient assistance programs and other revenue deductions, and these estimates

may be affected by delayed or incomplete claims data, channel inventory, product utilization, payor mix, labeler-code or product attribution,

government program requirements, contractual interpretation, and disputed or reconciled deductions.

From time to time, we receive claims,

invoices or deductions from government agencies, wholesalers, distributors, customers, former product owners or other third parties that

we believe are unsupported, overstated, duplicative, attributable to another party or product, or otherwise inconsistent with applicable

requirements, and if our estimates differ from actual results or disputed amounts are resolved adversely to us, we may be required to

record adjustments to net revenues, gross margin, operating income, cash flows or related balance sheet accounts in future periods.

following presents our revenues for the three months ended March 31, 2026 and 2025:

For the Three Months Ended

$ (3,371,000 )

Other revenues

Other branded products

Other revenue, net

Branded revenue, net

ImprimisRx revenue, net

Compounding revenue, net

Total revenues, net

$ (3,628,000 )

$ 132,783,000

increase in revenues between periods was related to an increase in sales and units sold of IHEEZO and VEVYE during the three and nine

months ended September 30, 2025 compared to the prior year periods.

increase in Branded revenues from product sales was primarily related to a change in our customer mix, offset by a decrease in IHEEZO

The decrease in compounding revenue was primarily due to a decrease in volume and the discontinuation of sales of our Klarity-C

compounded formulation which occurred during the second quarter of 2025.

Our revenue for VEVYE decreased slightly from the three

months ended March 31, 2025 as we recognized an increase in the gross-to-net revenue deductions associated with our recent coverage wins

and our cash pay program.

of Sales, Gross Profit and Gross Margin

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Cost of sales

increase in Branded cost of sales was primarily attributable to an increase in units sold during the three and nine months ended September

30, 2025 compared to the prior year periods and an increase in our fixed expenses.

The decrease in Branded gross margin between the three

and nine months ended September 30, 2025 and 2024 was primarily attributable to an increase in our fixed expenses, in particular, acquired

product rights amortizations related to the launch of TRIESENCE and a related contingent milestone payment that was capitalized in the

fourth quarter of 2024.

Three Months Ended

September 30,

Nine Months Ended

September 30,

increase in Branded cost of sales was primarily attributable to an increase in units sold during the three months ended March 31, 2026

compared to the prior year period and an increase in our fixed expenses.

The decrease in the gross margin as a percent of revenue was

primarily due to a decrease in sales of products that have a higher gross margin profile and an increase in gross-to-net revenue deductions associated with VEVYE as a result of our recent coverage wins and our cash pay program

which reduced the gross margin profile for the product.

Three Months Ended March 31,

Cost of sales

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$ (5,413,000 )

increase in ImprimisRx costs of sales between the three and nine months ended September 30, 2025 and 2024 was primarily attributable

to product mix that included more sales of lower gross margin products and sales discounts.

ImprimisRx gross margin decreased during

the 2025 periods compared to the prior year period due to the previously mentioned product mix as related well as one-time costs

that impacted our efficiency.

decrease in Compounding costs of sales between the three months ended March 31, 2026 and 2025 was primarily attributable to a decrease

in units sold.

The decrease in the gross margin as a percent of revenue was largely due to a decrease in the utilization of our compounding

facility during the three months ended March 31, 2026 compared to the same period in 2025.

General and Administrative Expenses

selling, general and administrative (“SG&A”) expenses include personnel costs, including wages and stock-based compensation,

corporate facility expenses, and investor relations, consulting, insurance, filing, legal and accounting fees and expenses as well as

costs associated with our marketing activities and sales of our proprietary compounded formulations and other non-proprietary pharmacy

products and formulations.

following presents our SG&A expenses for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

Nine Months Ended

September 30,

selling, general and administrative expenses include personnel costs, including wages and stock-based compensation, corporate facility

expenses, and investor relations, consulting, insurance, filing, legal and accounting fees and expenses as well as costs associated with

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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Selling, general and administrative

$ 109,604,000

increase in SG&A expenses between the three-month periods was primarily attributable to the addition of new employees in sales, marketing

and other departments to support current and expected growth, which when combined contributed to a $3,434,000 increase in SG&A expenses

between the periods.

These increases were offset by a $1,223,000 decrease in stock-based compensation expense between periods.

increase in SG&A expenses between the nine-month periods was primarily attributable to an increase in certain seasonal expenses,

such as increased costs associated with our annual audit and a special project that totaled $3,629,000 during the nine months ended September

In addition, the increase in SG&A expenses between periods was attributable to the addition of new employees in sales,

marketing and other departments to support current and expected growth, which when combined contributed to a $15,933,000 increase in

SG&A expenses between the periods.

These increases were offset by a $4,233,000 decrease in stock-based compensation expense between

increase in selling, general and administrative expenses between periods was primarily due to an increase in personnel costs of $3,800,000

as we increased our headcount in sales, marketing and other departments to support current and expected growth partially offset by a

decrease in stock-based compensation of $721,000 primarily due to market-based performance awards recognized in the three months ended

March 31, 2025.

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 nine months ended September 30, 2025 and 2024:

Three Months Ended

Nine Months Ended

September 30,

following presents our research and development expenses for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Research and development

increase in R&D expenses between the three and nine month periods was primarily attributable to increased development activity related

to our branded product portfolio, new product candidate development efforts, and clinical and medical support.

expense, net was $6,038,000 and $18,994,000 for the three and nine months ended September 30, 2025, respectively, compared to $5,525,000

and $16,411,000 for the same periods in 2024, respectively.

The increase during the three and nine months ended September 30, 2025 compared

to the same periods in 2024 was primarily the result of an increase in the outstanding principal amount of our debt obligations.

Loss from Eton

the three and nine months ended September 30, 2024, we recorded a loss of $0 and $3,171,000, respectively, related to the change in fair

market value of common stock of Eton Pharmaceuticals, Inc.

(“Eton”) at the time of its sale, including trading expenses and

commissions of approximately $436,000.

In April 2024, we sold all of our shares of Eton.

on Early Extinguishment of Debt

the three and nine months ended September 30, 2025 we recorded a loss on extinguishment of debt of $7,750,000, related to the payoff

of the 2026 Notes and 2027 Notes along with the Oaktree Loan.

There were no extinguishments of debt during the three and nine months

ended September 30, 2024.

increase in R&D expenses of $2,869,000 in the three months ended March 31, 2026 as compared to the same period in 2025 was primarily

due to clinical trials associated with the Melt Pharmaceuticals, Inc.

drug candidate we acquired in November 2025.

expense, net was $5,497,000 for the three months ended March 31, 2026, compared to $6,548,000 for the same period in 2025.

of $1,051,000 was primarily due to a lower effective interest rate during the three months ended March 31, 2026 compared to the same

period in 2025.

and Capital Resources

cash on hand at September 30, 2025 was $74,290,000, compared to $47,247,000 at December 31, 2024.

of the date of this Quarterly Report, we believe that cash and cash equivalents of $74,290,000 at September 30, 2025 will be sufficient

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

addition, we may consider the sale of certain assets.

However, we may pursue acquisitions of products, 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.

cash on hand at March 31, 2026 was $94,644,000 compared to $72,927,000 at December 31, 2025.

believe that cash and cash equivalents of $94,644,000 at March 31, 2026 will be sufficient to sustain our planned level of operations

and capital expenditures for at least the next 12 months.

We may consider the sale of certain assets including, but not limited to, part

of, or all of, our investments and any of our consolidated subsidiaries.

However, we may pursue acquisitions of products, 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.

expect to use our current cash position and funds generated from our operations and any financing to pursue our business plan, which

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drug candidates, and/or assets or technologies, pharmacies, outsourcing facilities, drug company and manufacturers, and otherwise fund

our operations and potential future milestone payments.

We may also use our resources to conduct clinical trials or other studies in

support of our formulations or any drug 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 nine months ended September 30, 2025 and 2024:

For the Nine Months Ended

September 30,

our operations.

We may also use our resources to conduct clinical trials or other studies in support of our formulations or any drug

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 three months ended March 31, 2026 and 2025:

For the Three Months Ended

Net cash provided by (used in):

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Investing activities

(18,203,000 )

Financing activities

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Cash and cash equivalents at end of the period

cash provided by (used in) operating activities during the nine months ended September 30, 2025 was $35,453,000 compared to $(4,423,000)

during the same period in the prior year.

The increase in net cash provided by operating activities between the periods was mainly attributed

to a decrease of $38,225,000 in accounts receivable as a result of collections during the nine months ended September 30, 2025, compared

to an increase in accounts receivable of $17,453,000 during the same period in 2024.

cash provided by (used in) provided by investing activities during the nine months ended September 30, 2025 was $(730,000) compared to

$4,396,000 during the same period in the prior year.

Cash used in investing activities in 2025 was primarily related to equipment and

software purchases.

Cash provided by investing activities in 2024 was primarily related to the sale of our investment position in Eton.

cash used in financing activities during the nine months ended September 30, 2025 and 2024 was $(7,680,000) and $(1,457,000), respectively.

Cash used in financing activities during the nine months ended September 30, 2025 was primarily due to repayment of debt and payment

of payroll taxes upon vesting of stock compensation mostly offset by proceeds from issuance of new debt.

Cash used in financing activities

in 2024, was primarily related to payment of payroll taxes upon vesting of PSUs in exchange for shares withheld from employees.

the nine months ended September 30, 2025, our principal sources of cash came from proceeds from our operating activities.

We expect future

cash needs to be provided by operating activities, but our forecasts may not be accurate, and our plans may change.

We may also sell

some of our assets.

September 2025, we completed the sale of the 2030 Notes in a private offering and received net proceeds of $242,794,000.

net proceeds from the 2030 Notes to prepay all outstanding borrowings under the Oaktree Loan, the 2027 Notes, and the 2026 Notes, and

to pay certain exit costs related thereto.

The remaining funds will be used for general corporate purposes, which may include funding

future strategic business development opportunities and related investments.

We also entered into the 5/3 Revolver with Fifth Third in

September 2025, which provided the Company with a secured revolving credit facility of $40,000,000, with an additional $20,000,000 of

uncommitted incremental revolving line of credit.

We have not drawn down any amounts under the 5/3 Revolver.

cash used in operating activities during the three months ended March 31, 2026 was $8,992,000 compared to net cash provided by operating

activities of $19,668,000 during the same period in the prior year.

The variance was primarily due to an increase in our net loss of

Additionally, we collected $39,196,000 in accounts receivable during the three months ended March 31, 2025 due to increased

collection efforts.

cash used in investing activities during the three months ended March 31, 2026 was $18,203,000 compared to $212,000 during the same period

in the prior year.

Cash used in investing activities in 2026 was primarily related to investments in our acquired product rights.

cash provided by financing activities during the three months ended March 31, 2026 and 2025 was $48,912,000 and $23,000, respectively.

We completed the sale of $50,000,000 in principal amount of 2030 Notes during the three months ended March 31, 2026.

the three months ended March 31, 2026, our principal source of cash was from our financing activities.

We expect future cash needs to

be provided by operating activities, but our forecasts may not be accurate, and our plans may change.

We may also sell some of our assets,

or some or all of our ownership interests in our consolidated subsidiaries.

September 2025, we refinanced our long-term debt and entered into a revolving line of credit with Fifth Third Bank.

The line of credit

provides for an initial amount of $40,000,000 with an additional uncommitted amount of up to $20,000,000.

The line of credit will mature

in September 2030, or, if earlier, the date that is 91 days prior to the earliest maturity of our 2030 Notes.

As of March 31, 2026, we

have not drawn down on the line of credit.

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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to discontinue our operations entirely.

of September 8, 2025, Moody’s Investors Service assigned a Long-Term Corporate Family Rating of B3 to Harrow, Inc.

a Stable outlook.

As of October 9, 2025, Fitch Ratings assigned a Long-Term Issuer Default Rating of B- (Outlook Stable) to Harrow, Inc.,

and a rating of B to our senior unsecured notes due September 2030.

Credit ratings are subject to revision or withdrawal at any time

by the issuing agencies and should not be construed as a recommendation to purchase, hold or sell securities or as a guarantee of our

future performance.

To the best of our knowledge, there have been no further changes to these ratings as of the date of this filing.

Any downgrade in our corporate or senior unsecured debt rating may increase our cost of borrowing and may negatively impact our ability

to raise additional debt capital.

of March 26, 2026, Moody’s Investors Service affirmed a Long-Term Corporate Family Rating of B3 to Harrow, Inc.

and affirmed a

Stable outlook.

As of March 26, 2026, Fitch Ratings affirmed a Long-Term Issuer Default Rating of B- (Outlook Stable) to Harrow, Inc.,

and a rating of B to our senior unsecured notes due September 2030 with a Recovery Rating of RR3.

Credit ratings are subject to revision

or withdrawal at any time by the issuing agencies and should not be construed as a recommendation to purchase, hold or sell securities

or as a guarantee of our future performance.

To the best of our knowledge, there have been no further changes to these ratings as of

the date of this filing.

Any downgrade in our corporate or senior unsecured debt rating may increase our cost of borrowing and may negatively

impact our ability to raise additional debt capital.

Issued and Adopted Accounting Pronouncements

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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