HARROW, INC.

Current report

The following new risk factor supplements the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current report

Products licensed from third parties contain category-based commercialization restrictions and could require divestiture of competitive products.

Current report

We license commercial rights to certain of our products, including VEVYE, under agreements that contain covenants restricting the parties’ ability to develop, market, or commercialize other products. In the case of VEVYE, the license agreement restricts us, in essence, from commercializing other prescription products indicated for the treatment of dry eye disease in the United States and Canada. The agreement also provides that, if we acquire a product whose commercialization would violate our restriction, we must notify the licensor and use commercially reasonable efforts to divest or terminate our rights to commercialize that product within a specified period, generally twelve months, and that compliance with those obligations avoids a breach of the restriction.

Current report

In October 2026, we completed the acquisition of TYRVAYA nasal spray, a prescription product indicated for the treatment of the signs and symptoms of dry eye disease. Out of an abundance of caution, and without conceding that the license agreement restricts sale of TYRVAYA, we provided notice to the VEVYE licensor of the acquisition. We have not yet obtained the consent or waiver of the licensor of VEVYE and the parties have not agreed on whether the restriction applies to our acquisition of TYRVAYA. Discussions with the VEVYE licensor remain ongoing.

Current report

If we cannot reach an acceptable arrangement with the VEVYE licensor regarding TYRVAYA, we may need to seek an alternative arrangement to achieve the financial outcome we expected from the acquisition, including divesting the asset or terminating certain of our rights to commercialize TYRVAYA in the United States and Canada. We may be unable to complete any such divestiture or rights termination on favorable terms, or at all, and the proceeds may be substantially less than the consideration we paid. We may also remain obligated to pay up to $70,000,000 in contingent milestone payments to the seller unless a purchaser or licensee assumes those obligations, and we may not realize the anticipated benefits of the TYRVAYA acquisition. If we were determined to be in material breach of the license agreement and failed to cure, the VEVYE licensor could seek to terminate the agreement, which would materially harm our business. Any resolution with the VEVYE licensor may also require us to agree to modified economic terms or other commitments that are less favorable to us than our current arrangements.