Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement

Purchase Agreement

On September 8, 2025, Harrow, Inc. (the "Company") entered into the a purchase agreement, dated September 8, 2025 (the "Purchase Agreement") with BTIG, LLC, as representative of the several initial purchasers named therein (collectively, the "Initial Purchasers"), in connection with its offer and sale of $250.0 million aggregate principal amount of 8.625% senior notes due 2030 (the "2030 Notes"). The terms of the 2030 Notes sold pursuant to the Purchase Agreement are summarized below. The Purchase Agreement contains customary representations, warranties and covenants by the Company, together with customary closing conditions. Under the terms of the Purchase Agreement, the Company agreed to indemnify the Initial Purchasers against certain liabilities.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed hereto, as Exhibit 10.1and incorporated by reference herein.

Indenture

On September 12, 2025, the Company, the subsidiary guarantors named therein (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee") entered into an Indenture, dated September 12, 2025 (the "Indenture") pursuant to which the Company issued the 2030 Notes.

The 2030 Notes will bear interest at a rate of 8.625% per annum and will mature on September 15, 2030. Interest will accrue on the 2030 Notes from September 12, 2025. Interest on the 2030 Notes will be payable, in cash, semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2026.

The Company may redeem all or part of the 2030 Notes prior to September 15, 2027, at a price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a "make-whole" premium, as described in the Indenture. The Company may redeem all or part of the 2030 Notes on or after September 15, 2027 at the applicable redemption prices described in the Indenture. The Company may also redeem up to 40% of the aggregate principal amount of the 2030 Notes at any time prior to September 15, 2027, at a redemption price equal to 108.625% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the net cash proceeds from certain equity offerings. If a change in control triggering event occurs, unless the Company has previously exercised or substantially concurrently exercise its optional redemption right, the Company will be required to offer to repurchase the 2030 Notes from holders at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 2030 Notes will be the Company's general senior unsecured obligations and will be equal in right of payment with any of the Company's existing and future senior indebtedness, and senior in right of payment to any of the Company's subordinated indebtedness. The 2030 Notes will be effectively subordinated to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness. The 2030 Notes will be guaranteed on a senior unsecured basis by the Company's existing and future wholly-owned domestic restricted subsidiaries and any of its other restricted subsidiaries that guarantees or co-issues any of its indebtedness or any indebtedness of any of its subsidiaries that guarantees the 2030 Notes, subject to certain exceptions. The 2030 Notes and the related guarantees will be structurally subordinated to the indebtedness and other liabilities, including preferred stock, of the Company's subsidiaries that are not guarantors.