HARROW, INC. 10-Q

Item 1. Financial Statements HARROW, INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2026 2025 ASSETS Current assets Cash and cash equivalents $ 94,644,000 $ 72,927,000 Accounts receivable, net 101,259,000 110,895,000 Inventories 16,496,000 13,523,000 Prepaid expenses and other current assets 13,985,000 14,405,000 Total current assets 226,384,000 211,750,000 Property, plant and equipment, net 3,130,000 3,260,000 Capitalized software costs, net 1,052,000 1,183,000 Operating lease right-of-use assets, net 7,591,000 7,783,000 Intangible assets, net 181,054,000 175,174,000 Goodwill 332,000 332,000 TOTAL ASSETS $ 419,543,000 $ 399,482,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 30,017,000 $ 41,959,000 Accrued rebates and copay assistance 51,127,000 42,236,000 Accrued payroll and related liabilities 9,231,000 10,432,000 Deferred revenue and customer deposits 149,000 788,000 Current portion of operating lease obligations 915,000 887,000 Total current liabilities 91,439,000 96,302,000 Operating lease obligations, net of current portion 7,666,000 7,905,000 Notes payable, net of unamortized debt discount 292,087,000 243,184,000 TOTAL LIABILITIES 391,192,000 347,391,000 Commitments and contingencies STOCKHOLDERS’ EQUITY Common stock, $ 0.001 par value, 50,000,000 shares authorized, 37,269,400 and 37,229,159 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 37,000 37,000 Additional paid-in capital 212,795,000 208,933,000 Accumulated deficit ( 184,126,000 ) ( 156,524,000 ) TOTAL HARROW, INC. STOCKHOLDERS’ EQUITY 28,706,000 52,446,000 Noncontrolling interests ( 355,000 ) ( 355,000 ) TOTAL STOCKHOLDERS’ EQUITY 28,351,000 52,091,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 419,543,000 $ 399,482,000 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 HARROW, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 2026 2025 For the Three Months Ended March 31, 2026 2025 Revenues: Product sales, net $ 44,130,000 $ 47,745,000 Other revenues 73,000 86,000 Total revenues 44,203,000 47,831,000 Cost of sales ( 17,158,000 ) ( 15,524,000 ) Gross profit 27,045,000 32,307,000 Operating expenses: Selling, general and administrative 43,230,000 40,513,000 Research and development 5,895,000 3,026,000 Total operating expenses 49,125,000 43,539,000 Loss from operations ( 22,080,000 ) ( 11,232,000 ) Interest expense, net ( 5,497,000 ) ( 6,548,000 ) Loss before income taxes ( 27,577,000 ) ( 17,780,000 ) Income tax expense ( 25,000 ) - Net loss $ ( 27,602,000 ) $ ( 17,780,000 ) Basic and diluted net loss per share of common stock $ ( 0.74 ) $ ( 0.50 ) Weighted average number of shares of common stock outstanding, basic and diluted 37,231,321 35,826,452 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 HARROW, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the Three Months Ended March 31, 2026 and 2025 Shares Value Capital Deficit Equity Equity Equity Total Total Common Stock Additional Harrow, Inc. Noncontrolling Total Par Paid-in Accumulated Stockholders’ Interest Stockholders’ Shares Value Capital Deficit Equity Equity Equity Balance at January 1, 2025 35,622,214 $ 35,000 $ 221,002,000 $ ( 151,385,000 ) $ 69,652,000 $ ( 355,000 ) $ 69,297,000 Issuance of common stock in connection with: Exercise of employee stock-based options 2,743 - 23,000 - 23,000 - 23,000 Vesting of RSUs 29,214 - - - - - - Stock-based compensation expense - - 4,556,000 - 4,556,000 - 4,556,000 Net loss - - - ( 17,780,000 ) ( 17,780,000 ) - ( 17,780,000 ) Balance at March 31, 2025 35,654,171 $ 35,000 $ 225,581,000 $ ( 169,165,000 ) $ 56,451,000 $ ( 355,000 ) $ 56,096,000 Total Total Common Stock Additional Harrow, Inc. Noncontrolling Total Par Paid-in Accumulated Stockholders’ Interest Stockholders’ Shares Value Capital Deficit Equity Equity Equity Balance at January 1, 2026 37,229,159 $ 37,000 $ 208,933,000 $ ( 156,524,000 ) $ 52,446,000 $ ( 355,000 ) $ 52,091,000 Balance 37,229,159 $ 37,000 $ 208,933,000 $ ( 156,524,000 ) $ 52,446,000 $ ( 355,000 ) $ 52,091,000 Issuance of common stock in connection with: Exercise of employee stock-based options 40,241 - 25,000 - 25,000 - 25,000 Stock-based compensation expense - - 3,837,000 - 3,837,000 - 3,837,000 Net loss - - - ( 27,602,000 ) ( 27,602,000 ) - ( 27,602,000 ) Balance at March 31, 2026 37,269,400 $ 37,000 $ 212,795,000 $ ( 184,126,000 ) $ 28,706,000 $ ( 355,000 ) $ 28,351,000 Balance 37,269,400 $ 37,000 $ 212,795,000 $ ( 184,126,000 ) $ 28,706,000 $ ( 355,000 ) $ 28,351,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 HARROW, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 2026 2025 For the Three Months Ended March 31, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 27,602,000 ) $ ( 17,780,000 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization of property, plant and equipment and software development costs 455,000 465,000 Amortization of intangible assets 5,129,000 4,226,000 Noncash lease expense 192,000 217,000 (Recovery of) Provision for credit losses ( 195,000 ) 114,000 Amortization of debt issuance costs and debt discount 451,000 1,275,000 Stock-based compensation 3,837,000 4,556,000 Changes in assets and liabilities: Accounts receivable 9,831,000 39,196,000 Inventories ( 2,973,000 ) ( 14,000 ) Prepaid expenses and other current assets 346,000 299,000 Accounts payable, accrued expenses, accrued rebates and copay assistance 3,377,000 ( 11,096,000 ) Accrued payroll and related liabilities ( 1,201,000 ) ( 1,891,000 ) Deferred revenue and customer deposits ( 639,000 ) 101,000 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 8,992,000 ) 19,668,000 CASH FLOWS FROM INVESTING ACTIVITIES Investment in patent and trademark assets ( 9,000 ) ( 42,000 ) Purchase of product rights ( 18,000,000 ) - Purchases of property, plant and equipment ( 194,000 ) ( 170,000 ) NET CASH USED IN INVESTING ACTIVITIES ( 18,203,000 ) ( 212,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from 8.625% notes payable, net of commissions 49,000,000 - Payment of debt issuance costs ( 113,000 ) - Proceeds from exercise of stock options 25,000 23,000 NET CASH PROVIDED BY FINANCING ACTIVITIES 48,912,000 23,000 NET CHANGE IN CASH AND CASH EQUIVALENTS 21,717,000 19,479,000 CASH AND CASH EQUIVALENTS, beginning of period 72,927,000 47,247,000 CASH, CASH EQUIVALENTS, end of period $ 94,644,000 $ 66,726,000 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income taxes $ - $ 38,000 Cash paid for interest $ 10,960,000 $ 6,392,000 SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Unpaid debt issuance costs $ 361,000 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 HARROW, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2026 and 2025 NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company and Background Harrow, Inc. (together with its consolidated subsidiaries, unless the context indicates or otherwise requires, the “Company” or “Harrow”) is a leading eyecare pharmaceutical company engaged in the discovery, development, and commercialization of innovative ophthalmic pharmaceutical products for the U.S. market. Harrow helps U.S. 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. The Company owns commercial rights to one of the largest portfolios of branded ophthalmic pharmaceutical products in the U.S., all of which are marketed under its Harrow name. The Company also owns and operates ImprimisRx, one of the nation’s leading ophthalmology-focused pharmaceutical-compounding businesses. Basis of Presentation The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any other period. For further information, refer to the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Harrow consolidates entities in which it has a controlling financial interest. The Company assesses control under the variable interest entity (“VIE”) model to determine whether the Company is the primary beneficiary of that entity. The Company consolidates (i) entities in which it holds and/or controls, directly or indirectly, more than 50% of the voting rights, and (ii) VIEs for which the Company is deemed to be the primary beneficiary. All material intercompany accounts and transactions have been eliminated in consolidation. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following represents an update for the three months ended March 31, 2026 to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management are, among others, allowance for credit losses, variable consideration determined based on accruals for chargebacks, administrative fees and rebates, government rebates, returns and other allowances, renewal periods and discount rates for leases, realizability of inventories, recoverability of investments, realizability of deferred tax assets, recoverability of long-lived assets and goodwill, valuations and purchase price allocations related to business combinations and asset acquisitions, fair value of loans payable, and valuation of stock-based transactions with employees and non-employees. Actual results could differ from those estimates. 6 Risks, Uncertainties and Liquidity The Company is subject to certain regulatory standards, approvals, guidelines and inspections which could impact the Company’s ability to make, dispense, and sell certain products. If the Company was required to cease compounding and selling certain products because of regulatory guidelines or inspections, this may have a material impact on the Company’s financial condition, liquidity and results of operations. Credit Losses The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables. To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that the risk profile of the Company’s customers is consistent based on the type and industry in which they operate, mainly in the pharmaceuticals industry. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the pharmaceuticals industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default. The following table provides a roll-forward of the allowance for credit losses that is deducted from accounts receivable to present the net amount expected to be collected at March 31, 2026: SCHEDULE OF ACCOUNTS RECEIVABLE ALLOWANCE OF CREDIT LOSS Balance, January 1, 2026 $ 884,000 Change in expected credit losses ( 195,000 ) Write-offs, net of recoveries ( 38,000 ) Balance, March 31, 2026 $ 651,000 Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels: ● Level 1: Applies to assets or liabilities for which there are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. ● Level 2: Applies to assets or liabilities for which there are significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Applies to assets or liabilities for which there are significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. 7 The Company’s 2030 Notes (as defined in Note 8) are carried at face value, including the unamortized premium, less unamortized debt issuance costs on the condensed consolidated balance sheets and the Company presents fair value for disclosure purposes only. The 2030 Notes are classified as Level 1 instruments as the fair value is determined using quoted market prices in active markets for the same securities. The following table presents the estimated fair values and the carrying values: SCHEDULE OF ESTIMATED FAIR VALUE March 31, 2026 December 31, 2025 Carrying Value Fair Value Carrying Value Fair Value 2030 Notes $ 292,087,000 $ 303,750,000 $ 243,184,000 $ 262,500,000 The Company’s other financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued payroll and related liabilities, deferred revenue and customer deposits and operating lease liabilities. The carrying amount of these financial instruments, except for operating lease liabilities, approximates fair value due to the short-term maturity of these instruments. Based on borrowing rates currently available to the Company, the carrying value of the operating lease liabilities approximate their respective fair values. Basic and Diluted Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”), and warrants, outstanding during the period. Common equivalent shares (using the treasury stock or “if converted” method) from stock options, unvested RSUs, unvested PSUs were 1,556,232 and 4,367,766 at March 31, 2026 and 2025, respectively, and are excluded in the calculation of diluted net loss per common share for the periods presented, because the effect is anti-dilutive. Included in the basic and diluted net loss per share calculation were RSUs awarded to directors that had vested, but the issuance and delivery of the shares are deferred until the director ceases providing services to the Company. The number of shares underlying vested RSUs at March 31, 2026 and 2025 was 195,785 and 199,216 , respectively. Accounting Guidance Issued but Not Adopted at March 31, 2026 In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 , Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . This ASU modifies the disclosure or presentation requirements of a variety of topics in the codification by aligning them with the SEC’s regulations. The amendments to the various topics should be applied prospectively, and the effective date for the Company for each amendment will be determined based on the effective date of the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K. If the SEC has not removed the applicable requirement by June 30, 2027, then the related amendment in ASU 2023-06 will be removed from the codification and will not become effective. Early adoption of this ASU is prohibited. The Company does not expect the amendments in this ASU to have a material impact on the disclosures or presentation in its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , to improve the disclosures by a public business entity about the types of expenses in commonly presented expense captions. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Except for expanded footnote disclosure, the Company does not expect the adoption of ASU 2024-03 will have a material effect on its consolidated financial statements. 8 NOTE 3. REVENUES The Company accounts for contracts with customers in accordance with ASC 606, Revenues from Contracts with Customers (“ASC 606”). The Company has two primary streams of revenue: (1) product revenues, including revenue recognized from sales of products through its pharmacy and outsourcing facility and sales of branded products to wholesalers through a third-party logistics (“3PL”) partner, and (2) revenue recognized from intellectual property licenses and related arrangements. Product Revenues The Company sells prescription medications directly through its pharmacy, outsourcing facility and 3PL partner. Revenue from the Company’s pharmacy services includes: (i) the portion of the price the client pays directly to the Company, net of any volume-related or other discounts paid back to the client, (ii) the price paid to the Company by individuals, and (iii) customer copayments made directly to the pharmacy network. Sales taxes are not included in revenue. Following the core principles of ASC 606, the Company has identified the following: 1. Identify the contract(s) with a customer: A contract is deemed to exist when the customer places an order through receipt of a prescription, via an online order or via receipt of a purchase order from a customer. For branded products, orders are received through the Company’s 3PL partner, and the customer takes title of the products via formal purchase orders placed and fulfilled. 2. Identify the performance obligations in the contract: Obligations for fulfillment of the Company’s contracts consist of delivering the product to customers at their specified destination. For shipping and handling activities under ASC 606, if the customer takes control of the goods after shipment, shipping and handling activities would always be considered a fulfillment activity and not treated as a separate performance obligation. If the customer takes control of the goods before shipment, entities must make an accounting policy election to treat shipping and handling activities as either a fulfillment cost or as a separate performance obligation. The Company has elected to treat its shipping and handling activities as a fulfillment cost. 3. Determine the transaction price: The transaction price is based on an amount that reflects the consideration to which the Company expects to be entitled, net of accruals for estimated rebates, wholesaler chargebacks, discounts, copay assistance and other deductions (collectively, sales deductions) and an estimate for returns and replacements established at the time of sale. The Company utilizes the services of a third-party professional services firm to estimate rebates and chargebacks associated with sales of its branded products. The transfer of promised goods is satisfied within a year, and therefore there are no significant financing components. There is no non-cash consideration related to product sales. 4. Allocate the transaction price to the performance obligations in the contract: Because there is only one performance obligation for product sales, no allocation is necessary. 5. Recognize revenue when (or as) the entity satisfies a performance obligation: Revenue from products is recognized upon transfer of control of a product to a customer. This generally occurs upon shipment unless contractual terms with a customer state that transfer of control occurs at delivery. Variable Consideration Sales of branded pharmaceutical products are subject to variable consideration due to chargebacks, government rebates, returns, administrative fees, co-pay assistance and other rebates, and prompt pay discounts. Estimates for these elements of variable consideration require significant judgment. 9 Chargebacks Chargebacks, primarily from distributors and wholesalers, result from arrangements with indirect customers establishing prices for products which the indirect customer purchases through a wholesaler. Alternatively, the Company may pre-authorize wholesalers to offer specified contract pricing to other indirect customers. Under either arrangement, the Company provides a chargeback credit to the wholesaler for any difference between the contracted price with the indirect customer and the wholesaler’s invoice price, typically Wholesale Acquisition Cost (“WAC”). Prior period chargebacks claimed by wholesalers are analyzed to determine the actual net price per package (“NPP”) for each product. This calculation is performed by product, by wholesaler. NPPs can be affected by several factors such as: ● Changes in customer mix ● Changes in negotiated terms with customers ● Changes in the volume of off-contract purchases ● Changes in WAC As necessary, NPPs are adjusted based on anticipated changes in the factors above. The difference between NPP and WAC is recorded as a reduction in both gross revenues in the consolidated statements of operations and accounts receivable in the consolidated balance sheets, at the time revenue is recognized from the product sale. The Company continually monitors chargeback activity and adjusts NPPs when the Company believes that actual selling prices will differ from current NPPs. Estimates for chargebacks, distribution service fees, wholesaler fees, and other commercial deductions may also be affected by timing differences, duplicate deductions, incorrect unit data, misapplied contractual rates, and other reconciliation matters, and the Company adjusts such estimates as claims are reconciled, disputed, settled, credited, refunded, offset, recouped, recovered, or otherwise resolved. Rebates Rebates include estimated amounts payable to certain group purchasing organizations (“GPOs”) and under government rebate programs. GPO rebates are generally based on contractual rebate arrangements and are estimated using eligible sales volume, customer and channel mix, and available purchasing or utilization information. Rebates reserve consists of estimated payments due to governmental agencies or their administrators for utilization of the Company’s products by beneficiaries under such governmental programs. The two largest government programs are Medicaid and Medicare. The Company participates in the Medicaid Drug Rebate Program and pays rebates to the states related to Medicaid beneficiary utilization of the Company’s products. Medicaid rebates are billed within 60-90 days of the end of the quarter in which the product was dispensed to a Medicaid beneficiary. Medicaid rebate amounts per product unit are established by law, based on the Average Manufacturer Price (“AMP”), which is reported on a monthly and quarterly basis, and, in the case of branded products, best price, which is reported on a quarterly basis. Medicaid reserves are based on expected claims from state Medicaid programs. Estimates for expected claims are driven by patient usage, sales mix, calculated AMP or best price, as well as inventory in the distribution channel that will be subject to a Medicaid rebate. As a result of the delay between selling the products, dispensing the products and rebate billing, the Medicaid rebate reserve includes both an estimate of outstanding claims for end-customer sales that have occurred but for which the related claim has not been billed, as well as an estimate for future claims that will be made when inventory in the distribution channel is sold through to plan participants. Many of the Company’s branded products are also covered under Medicare. Beginning in 2025, the Medicare Part D benefit was redesigned under the Inflation Reduction Act, and the Coverage Gap Discount Program was replaced by the Medicare Part D Manufacturer Discount Program. To the extent the Company’s applicable branded products are covered under Medicare Part D, the Company is required to provide manufacturer discounts under that program during the applicable phases of the redesigned Part D benefit. The Company may also be subject to Medicare Part B and Medicare Part D inflation rebates and other statutory government pricing obligations, including under the Inflation Reduction Act, as applicable. Estimates for these rebates and discounts are based on historical experience with Medicare rebates for products available utilization data, applicable statutory formulas and program guidance, and other information available at the time the reserve is estimated. Medicare rebates and discounts are billed quarterly for drugs dispensed to Medicare beneficiaries in the prior quarter, which is typically 120 days after the product is shipped. As a result of the delay between selling the products, dispensing the products and rebate billing, Medicare rebate reserve includes both an estimate of outstanding claims for end-customer sales that have occurred but for which the related claim has not been billed, as well as an estimate for future claims that will be made when inventory in the distribution channel is sold through to Medicare beneficiaries. 10 Government rebate reserves require significant judgment and may be affected by incomplete or delayed claims data, changes in utilization or payor mix, channel inventory levels, labeler-code or product attribution, statutory or regulatory interpretations, and claims submitted by governmental agencies, customers, former product owners, or other third parties. From time to time, the Company may receive claims, invoices, or rebate demands that it believes are unsupported, duplicative, overstated, not attributable to the Company or its products, or otherwise inconsistent with applicable program requirements. The Company evaluates such matters as part of its estimate of variable consideration under ASC 606 and adjusts reserves when additional information becomes available or when claims are validated, settled, credited, refunded, offset, recouped, or otherwise resolved. To evaluate the adequacy of the government rebate reserves, reserves are reviewed on a quarterly basis against actual claims data and other available information to assess whether the liability is appropriately stated. The Company continually monitors the government rebate reserve and adjusts estimates if it is expected that actual government rebates may differ from established accruals. Accruals for government rebates are recorded as a reduction to gross revenues in the consolidated statements of operations and as an increase to accrued rebates in the consolidated balance sheets. Returns A returns policy is in place that allows customers to return product within a specified period prior to and subsequent to the expiration date. Generally, product may be returned for a period beginning six months prior to its expiration date to up to one year after its expiration date. Product returns are settled through the issuance of a credit to the customer. The estimate for returns is based upon historical experience with actual returns. While such experience has allowed for reasonable estimation in the past, history may not always be an accurate indicator of future returns. The Company continually monitors estimates for returns and adjusts when it is expected that actual product returns may differ from the established accruals. Accruals for returns are recorded as a reduction to gross revenues in the consolidated statements of operations and as a decrease to accounts receivable in the consolidated balance sheets. Administrative Fees and Other Rebates Administrative fees and/or rebates are offered to wholesalers and indirect customers. Fees and rebates are accrued, by product by wholesaler, at the time of sale based on contracted rates and NPP. To evaluate the adequacy of the administrative fee accruals, on-hand inventory counts are obtained from the wholesalers. The Company continually monitors administrative fee activity and adjusts accruals when it is expected that actual administrative fees may differ from the accruals. Accruals for administrative fees and other rebates are recorded as a reduction in both gross revenues in the consolidated statements of operations and accounts receivable or accrued expenses in the consolidated balance sheets. Co-payment Assistance Patients who meet certain eligibility requirements may receive co-payment assistance funded by the Company. The Company records contra-revenue for co-payment assistance based on actual program participation and estimates of program redemption using data provided by third-party administrators. An accrued liability is recorded on unredeemed co-payment assistance related to products for which control has been transferred to the customer. Prompt Payment Discounts Sales discounts may be granted to customers for prompt payment. The reserve for prompt payment discounts is based on invoices outstanding. Based on past experience, it is assumed that all available discounts will be taken. Accruals for prompt payment discounts are recorded as a reduction in both gross revenues in the consolidated statements of operations and accounts receivable in the condensed consolidated balance sheets. 11 The following table summarizes activity and ending balances of the Company’s variable consideration provisions in the consolidated financial statements for the three months ended March 31, 2026 and 2025: SCHEDULE OF ACCRUALS AND ALLOWANCES Chargebacks Rebates Returns Administrative Fees and Other Rebates Co-Pay Assistance Prompt Pay Discounts Total Accruals for Chargebacks, Returns, and Other Allowances Chargebacks Rebates Returns Administrative Fees and Other Rebates Co-Pay Assistance Prompt Pay Discounts Total Balance at December 31, 2024 (1) $ 960,000 $ 12,360,000 $ 1,449,000 $ 32,873,000 $ 9,612,000 $ 2,377,000 $ 59,631,000 Accruals/Adjustments 5,325,000 5,857,000 2,670,000 14,907,000 20,824,000 1,058,000 50,641,000 Credits Taken Against Reserve ( 3,687,000 ) ( 3,136,000 ) ( 2,590,000 ) ( 28,698,000 ) ( 27,109,000 ) ( 1,943,000 ) ( 67,163,000 ) Balance at March 31, 2025 (1) $ 2,598,000 $ 15,081,000 $ 1,529,000 $ 19,082,000 $ 3,327,000 $ 1,492,000 $ 43,109,000 Balance at December 31, 2025 (1) $ 11,027,000 $ 28,217,000 $ 8,018,000 $ 16,540,000 $ 2,085,000 $ 2,494,000 $ 68,381,000 Accruals/Adjustments 505,000 8,388,000 ( 337,000 ) 35,731,000 6,496,000 363,000 51,146,000 Credits Taken Against Reserve ( 5,272,000 ) ( 9,514,000 ) ( 2,076,000 ) ( 26,376,000 ) ( 7,058,000 ) ( 1,584,000 ) ( 51,880,000 ) Balance at March 31, 2026 (1) $ 6,260,000 $ 27,091,000 $ 5,605,000 $ 25,895,000 $ 1,523,000 $ 1,273,000 $ 67,647,000 (1) Chargebacks and other allowances are included as an offset to accounts receivable in the condensed consolidated balance sheets. Administrative Fees and Other Rebates, Prompt Payment Discounts and Returns are included as a reduction to accounts receivable, net of chargebacks and other allowances or accrued expenses and other in the condensed consolidated balance sheets. Government rebates are included in accrued government rebates and copay assistance in the condensed consolidated balance sheets. Deferred revenue and customer deposits at March 31, 2026 and December 31, 2025 were $ 149,000 and $ 788,000 , respectively. All deferred revenue and customer deposit amounts at December 31, 2025 were recognized as revenue during the three months ended March 31, 2026. NOTE 4. INVENTORIES Inventories are comprised of finished compounded formulations, over-the-counter and prescription retail pharmacy products, branded pharmaceutical products, including those held at the Company’s 3PL partner, related laboratory supplies and active pharmaceutical ingredients. The composition of inventories as of March 31, 2026 and December 31, 2025 was as follows: SCHEDULE OF INVENTORIES March 31, 2026 December 31, 2025 Raw materials $ 7,481,000 $ 6,958,000 Work in progress 589,000 1,036,000 Finished goods 8,426,000 5,529,000 Total inventories $ 16,496,000 $ 13,523,000 12 NOTE 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at March 31, 2026 and December 31, 2025 consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2026 December 31, 2025 Prepaid insurance $ 929,000 $ 2,185,000 Prepaid computer software licenses and related expenses 1,224,000 598,000 Prefunded co-pay assistance 3,377,000 3,342,000 Other prepaid expenses 4,241,000 1,825,000 Annual Prepaid Prescription Drug User (“PDUFA”) fees 2,885,000 4,327,000 Deposits and other current assets 1,329,000 2,128,000 Total prepaid expenses and other current assets $ 13,985,000 $ 14,405,000 NOTE 6. INTANGIBLE ASSETS AND GOODWILL The Company’s intangible assets at March 31, 2026 consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Weighted-average useful life (in years) Cost Accumulated Amortization Net Carrying Value Definite-lived Intangibles Patents 19 $ 239,000 $ ( 70,000 ) $ 169,000 Licenses 20 50,000 ( 39,000 ) 11,000 Acquired product rights 14 225,480,000 ( 45,042,000 ) 180,438,000 Customer relationships 7 190,000 ( 152,000 ) 38,000 Trade name 5 70,000 ( 4,000 ) 66,000 State pharmacy licenses 25 8,000 ( 4,000 ) 4,000 Indefinite-lived Intangibles Trademarks Indefinite 328,000 - 328,000 $ 226,365,000 $ ( 45,311,000 ) $ 181,054,000 Amortization expense for intangible assets for the three months ended March 31, 2026 and 2025 was as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS 2026 2025 For the Three Months Ended March 31, 2026 2025 Patents $ 5,000 $ 3,000 Acquired NDAs 5,121,000 4,220,000 Customer relationships 3,000 3,000 Amortization expense of intangible assets $ 5,129,000 $ 4,226,000 Estimated future amortization expense for the Company’s intangible assets at March 31, 2026 was as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Remainder of 2026 $ 16,334,000 2027 19,369,000 2028 16,414,000 2029 16,244,000 2030 15,739,000 Thereafter 96,626,000 Intangible assets $ 180,726,000 In January 2026, the Company amended the Asset Purchase Agreement with Eyevance Pharmaceuticals, LLC and License Agreement with Santen S.A.S. (collectively, the “Santen Agreements”), each a subsidiary of Santen Pharmaceuticals Co., Ltd. (collectively, “Santen”). Pursuant to the amendment, the parties agreed to a full and final settlement of all contingent milestone obligations related to specified manufacturing-related events for the Santen products in exchange for a one-time lump sum payment by the Company of $ 7,000,000 . Following this payment, no further milestone payments will be due under the Santen Agreements. The Company capitalized this payment as an intangible asset within acquired product rights. 13 In February 2026, the Company made a one-time upfront payment of $ 4,000,000 to Samsung Bioepis Co., Ltd. (“Samsung”) upon the license effective date related to the development and commercialization agreement with Samsung entered into in July 2025. The milestone was capitalized as an intangible asset within acquired product rights. In March 2026, the Company paid a commercial milestone payment of $ 7,000,000 related to the sales of VEVYE during 2025. The milestone payment was included in accounts payable and accrued expenses on the December 31, 2025 condensed consolidated balance sheet and was capitalized in acquired product rights. There were no changes to the carrying value of the Company’s goodwill during the three months ended March 31, 2026 and 2025. NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at March 31, 2026 and December 31, 2025 consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, December 31, 2026 2025 Accounts payable $ 26,125,000 $ 35,355,000 Income taxes payable 2,564,000 - Accrued interest 1,222,000 6,498,000 Other accrued expenses 106,000 106,000 Total accounts payable and accrued expenses $ 30,017,000 $ 41,959,000 NOTE 8. DEBT 8.625% Senior Notes Due 2030 In March 2026, the Company entered into the First Supplemental Indenture to the Indenture dated September 12, 2025 pursuant to which the Company 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 the Company 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 2030 Notes were deferred and will be recognized to interest expense using the effective-interest method ( 9.35 %) over the remaining term of the debt. Interest expense totaled $ 5,992,000 for the three months ended March 31, 2026, and included the amortization of debt issuance costs and premium of $ 451,000 . A summary of the Company’s debt at March 31, 2026 and December 31, 2025 is as follows: SCHEDULE OF LONG TERM DEBT March 31, 2026 December 31, 2025 8.625 % Senior Notes due September 2030 $ 300,000,000 $ 250,000,000 Less: Unamortized debt issuance costs ( 7,913,000 ) ( 6,816,000 ) Notes payable net $ 292,087,000 $ 243,184,000 14 At March 31, 2026, future minimum principal payments under the Company’s debt were as follows: SCHEDULE OF FUTURE MINIMUM PAYMENT UNDER NOTES PAYABLES Remainder of 2026 $ - 2027 - 2028 - 2029 - 2030 300,000,000 Total minimum principal payments 300,000,000 Less: unamortized issue costs and premium ( 7,913,000 ) Notes payable, net $ 292,087,000 NOTE 9. COMMITMENTS AND CONTINGENCIES Legal General and Other In the ordinary course of business, the Company is involved in various legal proceedings, government investigations and other matters that are complex in nature and have outcomes that are difficult to predict. See also Part II, Item 1A. Risk Factors . The Company describes legal proceedings and other matters that are/were significant or that it believes could become significant in this footnote. The Company records accruals for loss contingencies to the extent that it concludes it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of a liability that has been accrued previously. The Company’s legal proceedings involve various aspects of its business and a variety of claims, some of which present novel factual allegations and/or unique legal theories. Typically, a number of matters pending against the Company are at early stages of the legal process, which in complex proceedings of the sort the Company face often extend for several years. While it is not possible to accurately predict or determine the eventual outcomes of matters that have not concluded, an adverse determination in one or more of these matters (whether discussed in this footnote or not) currently pending may have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows. Legal costs incurred for loss contingencies are expensed as incurred. Certain recent developments concerning legal proceedings the Company believes are or were material to its business and other matters are discussed below: Ocular Science, Inc. et. al In July 2021, ImprimisRx, LLC, a subsidiary of the Company, filed a lawsuit against Ocular Science, Inc. and OSRX, Inc. (together, “OSRX”) in the U.S. District Court for the Southern District of California, asserting claims for copyright infringement, trademark infringement, unfair competition and false advertising (Lanham Act). Since July 2021, the complaint had been amended and OSRX added counterclaims alleging ImprimisRx, LLC was violating the Lanham Act with false advertising. The Court granted cross motions for summary judgment on each party’s Lanham Act claims, thus leaving only ImprimisRx, LLC’s copyright infringement, trademark infringement, and unfair competition claims for trial. Following a jury trial in November 2024, a jury found OSRX acted with malice, fraud, or oppression, willfully engaging in trademark infringement and unfair competition under California and federal law, and ImprimisRx, LLC received a $ 34,900,000 jury verdict award, which included $ 20,400,000 in punitive damages and $ 14,500,000 in actual damages. An amended final judgment was entered on October 1, 2025, which reduced the OSRX liability to $ 11,249,000 , plus post-judgment interest, and required OSRX to cease use of certain trademarks. In October 2025, OSRX filed an appeal. No collection activity is allowed during the appeal. The Company intends to vigorously pursue enforcement of its judgment during the appeal process. However, due to uncertainty regarding the probability of collection, the Company has not recognized any amounts associated with the judgment during the three months ended March 31, 2026. 15 Product and Professional Liability Product and professional liability litigation represents an inherent risk to all firms in the pharmaceutical and pharmacy industry. The Company utilizes traditional third-party insurance policies with regard to our product and professional liability claims. Such insurance coverage at any given time reflects current market conditions, including cost and availability, when the policy is written. Indemnities In addition to the indemnification provisions contained in the Company’s charter documents, the Company generally enters into separate indemnification agreements with each of the Company’s directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as the Company’s director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. Several of the Company’s asset purchase and license agreements contain customary representations, warranties, covenants and confidentiality provisions, and also contain mutual indemnification obligations related primarily to performance under the respective agreements. The Company also indemnifies its lessors in connection with its facility leases for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheets. Asset Purchase, License and Related Agreements FDA Approved Product Acquisitions In recent years, the Company has acquired commercial and product rights to various FDA-approved ophthalmic medications and products through asset purchase, licenses, supply and/or other related agreements. In general, in exchange for product and commercial rights these agreements provide the counterparties with certain upfront and contingent milestone payments typically related to certain annual sales amounts and manufacturing events, and in certain cases, per unit transfer prices and royalties on sales of some of the products. During the three months ended March 31, 2026 and 2025, $ 2,377,000 and $ 2,173,000 , respectively, were incurred under these agreements as royalty expenses. During the three months ended March 31, 2026 and 2025, $ 11,000,000 and $ 0 , respectively, were incurred under these agreements related to upfront and milestone payments under these agreements. As of March 31, 2026, the remaining contingent considerations payable pursuant to these agreements were not considered probable as the contingency is not resolved and therefore, no amount was accrued related to these contingent considerations during the three months ended March 31, 2026. Contract Manufacturing The Company has entered into manufacturing agreements with respect to third-party contract manufacturers for its FDA-approved pharmaceutical products. Some of these contract manufacturing agreements require minimum annual order amounts. The Company has committed to pay approximately $ 10,723,000 related to contract manufacturing agreements for the year ending December 31, 2026. NOTE 10. SEGMENTS AND CONCENTRATIONS The chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM does not review segment assets when assessing segment performance and deciding how to allocate resources. The Company reports on two reportable segments which are generally determined based on the decision-making structure of the Company and the grouping of similar products and services: Branded and Compounding. ● The Branded segment includes activities of the Company’s FDA-approved ophthalmology pharmaceutical products, including the out-licensing of rights to certain of our branded products. ● The Compounding segment represents activities in the Company’s ophthalmology-focused pharmaceutical compounding business. 16 The CODM evaluates segment performance and makes resource-allocation decisions primarily on the basis of segment contribution. Segment contribution is the internal measure of profitability that the CODM reviews on a regular basis to assess the operational performance of each segment, determine the appropriate level of sales and marketing investments, evaluate pricing decisions, and prioritize capital deployment among branded product initiatives and the compounding operations. Segment contribution for the segments represents net revenues less cost of sales, certain general and administrative expenses, selling and marketing expenses, and research and development expenses. The Company does not evaluate the following items at the segment level: ● Selling, general and administrative expenses that result from shared infrastructure, including certain expenses associated with legal matters, public company costs (e.g. investor relations), Board of Directors and principal executive officers and other similar shared expenses. ● Operating expenses within selling, general and administrative expenses that result from the impact of corporate initiatives. Corporate initiatives primarily include integration, restructuring, acquisition and other shared costs. ● Other select revenues and operating expenses including research and development expenses, amortization, and asset sales and impairments, net as not all such information has been accounted for at the segment level, or such information has not been used by all segments. Segment net revenues, segment operating expenses and segment contribution information consisted of the following: SCHEDULE OF SEGMENT NET REVENUES Branded Compounding Consolidated Three Months Ended March 31, 2026 Branded Compounding Consolidated Product sales, net $ 30,631,000 $ 13,499,000 $ 44,130,000 Other revenues 73,000 - 73,000 Total revenues 30,704,000 13,499,000 44,203,000 Cost of sales 10,954,000 6,204,000 17,158,000 Gross profit 19,750,000 7,295,000 27,045,000 Operating expenses Selling, general and administrative 25,759,000 6,742,000 32,501,000 Research and development 5,621,000 210,000 5,831,000 Segment contribution $ ( 11,630,000 ) $ 343,000 ( 11,287,000 ) Corporate - - 10,729,000 Research and development 64,000 Loss from operations $ ( 22,080,000 ) 17 Branded Compounding Consolidated Three Months Ended March 31, 2025 Branded Compounding Consolidated Product sales, net $ 27,694,000 $ 20,051,000 $ 47,745,000 Other revenues 86,000 - 86,000 Total revenues 27,780,000 20,051,000 47,831,000 Cost of sales 8,181,000 7,343,000 15,524,000 Gross profit 19,599,000 12,708,000 32,307,000 Operating expenses Selling, general and administrative 20,682,000 7,522,000 28,204,000 Research and development 1,993,000 224,000 2,217,000 Segment contribution $ ( 3,076,000 ) $ 4,962,000 1,886,000 Corporate - - 12,309,000 Research and development 809,000 Loss from operations $ ( 11,232,000 ) Substantially all revenue is attributable to the U.S. All long-lived assets at March 31, 2026 and December 31, 2025 were located in the U.S. Revenues by segment are further described as follows: SCHEDULE OF REVENUES BY SEGMENT For the Three Months Ended March 31, 2026 2025 IHEEZO $ 1,851,000 $ 5,222,000 VEVYE 20,947,000 21,516,000 Other branded products 7,833,000 956,000 Other revenues 73,000 86,000 Branded revenue, net 30,704,000 27,780,000 Compounding revenue, net 13,499,000 20,051,000 Total revenues, net $ 44,203,000 $ 47,831,000 Other than IHEEZO for the three months ended March 31, 2025 and VEVYE, no other products accounted for more than 10% of total revenues for the periods presented. Customer and Supplier Concentrations Substantially all of the Company’s Branded sales are made to third-party distributors who sell the products to pharmacies and to the end-users. There were two customers who comprised more than 10 % of the Company’s Branded revenues for the three months ended March 31, 2026 and one customer who comprised more than 10 % of the Company’s Branded revenues for the three months ended March 31, 2025. There were no customers who comprised more than 10 % of Compounding revenues for either the three months ended March 31, 2026 or 2025. As of March 31, 2026, accounts receivable from three customers accounted for 95 % of total consolidated accounts receivable. As of December 31, 2025, accounts receivable from two customers accounted for 90 % of total consolidated accounts receivable. The Company received its active pharmaceutical ingredients from three main suppliers during each of the three months ended March 31, 2026 and 2025. These suppliers collectively accounted for 69 % and 67 % of manufacturing supplies purchases during the three months ended March 31, 2026 and 2025, respectively. 18