UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2018
HARROW HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35814 | 45-0567010 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 12264 El Camino Real, Suite 350 | ||
| San Diego, CA | 92130 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 704-4040
| Imprimis Pharmaceuticals, Inc. |
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.
Name Change
On December 27, 2018, Harrow Health, Inc. (formerly, Imprimis Pharmaceuticals, Inc.) (the “Company”) amended its restated certificate of incorporation (“Amendment”) to change its corporate name from “Imprimis Pharmaceuticals, Inc.” to “Harrow Health, Inc.”
The name change was previously approved by the Board of Directors. The shareholders, under Delaware General Corporation Law, were not required to approve the name change.
The stockholders do not need to take any action as a result of the name change, including that there is no need to exchange their certificates representing their shares of common stock. The current stock certificate will continue to represent their ownership interest in the Company. Stockholders, however, may return their certificates to the transfer agent for the Company and obtain an updated certificate.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
The press release relating to the name change being completed and reflected on The NASDAQ Capital Market is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events
Symbol Change
The trading symbol reflecting the new name for the company, for the common stock of the Company, on The NASDAQ Capital Market is HROW.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Imprimis Pharmaceuticals, Inc. | ||
| Date: December 31, 2018 | By: | /s/ Andrew R. Boll |
| Name: | Andrew R. Boll | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
IMPRIMIS PHARMACEUTICALS, INC.
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DCGL”) does hereby certify:
FIRST: That at a meeting of the Board of Directors of Imprimis Pharmaceuticals, Inc. resolutions were duly adopted in accordance with the provisions of Section 242(b)(1) of the DGCL setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and pursuant to the aforementioned section of the DGCL that no meeting or vote of the stockholders shall be required to adopt an amendment to the Amended and Restated Certificate of Incorporation that effects only a change to the name of a corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:
FIRST: The name of this Corporation is Harrow Health, Inc.
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 27th day of December, 2018.
| By: | /s/ Andrew Boll | |
| Authorized Officer | ||
| Title: | Chief Financial Officer | |
| Name: | Andrew R. Boll |
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:07 PM 12/27/2018
FILED 02:07 PM 12/27/2018
SR 20188383099 - File Number 4092296
 |
Exhibit 99.1 |
Imprimis Pharmaceuticals, Inc. Completes Name Change to Harrow Health, Inc.
Harrow Health, Inc. Name Reflects the Company’s Commitment to the Future of Healthcare
San Diego, Calif. – December 31, 2018 – Harrow Health, Inc. (formerly known as Imprimis Pharmaceuticals, Inc.) (NASDAQ: IMMY) announced it has formally changed its name and that it will trade as “HROW” on The NASDAQ Capital Markets beginning at market open January 2, 2019.
Mark L. Baum, CEO of Harrow Health, stated, “Our new name reflects our business model of creating, investing in, operating and growing a diversified portfolio of healthcare businesses that meet the needs of healthcare providers and patients across America. The future of healthcare involves rethinking our current paradigm, creating patient-centric solutions, and motivating the best partners to act to turn vision into reality. I’ve never been more enthusiastic about our ability to execute our strategy and the value Harrow Health will deliver over many years to come.”
Harrow Health’s businesses and subsidiaries each have strong brand equity and will continue to operate under the Harrow Health corporate umbrella using their existing names. This includes Harrow Health’s wholly-owned subsidiaries ImprimisRx, the nation’s leading ophthalmology pharmaceutical compounding business, and Park Compounding. Harrow Health’s equity interests and royalty-rights in Eton Pharmaceuticals, Surface Pharmaceuticals, Melt Pharmaceuticals, Mayfield Pharmaceuticals, and Radley Pharmaceuticals remain in Harrow Health as well.
About Harrow Health
Harrow Health, Inc. (NASDAQ: HROW) owns a portfolio of healthcare businesses, including the nation’s leading ophthalmology pharmaceutical compounding business, ImprimisRx. The company holds large equity positions in Eton Pharmaceuticals, Surface Pharmaceuticals, Melt Pharmaceuticals, Mayfield Pharmaceuticals and Radley Pharmaceuticals, companies founded as subsidiaries of Harrow Health. The Company also owns royalty rights in certain 505(b)(2) drug candidates being developed by Eton, Surface, Melt, Mayfield and Radley. Harrow intends to create, invest in and grow paradigm shifting health care businesses that put patients first. For more information about Harrow Health, please visit the Investor Relations section of the corporate website by clicking here.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts may be considered such “forward-looking statements.” Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties which may cause results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from those predicted include our ability to make commercially available our compounded formulations and technologies in a timely manner or at all; physician interest in prescribing our formulations; risks related to our compounding pharmacy operations; our ability to enter into other strategic alliances, including arrangements with pharmacies, physicians and healthcare organizations for the development and distribution of our formulations; our ability to obtain intellectual property protection for our assets; our ability to accurately estimate our expenses and cash burn, and raise additional funds when necessary; risks related to research and development activities; the projected size of the potential market for our technologies and formulations; unexpected new data, safety and technical issues; regulatory and market developments impacting compounding pharmacies, outsourcing facilities and the pharmaceutical industry; competition; and market conditions. These and additional risks and uncertainties are more fully described in Harrow Health’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Such documents may be read free of charge on the SEC’s web site at www.sec.gov. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by law, Harrow Health undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.
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Investor Contact
Jon Patton
jpatton@harrowinc.com
858.704.4587
Source: Harrow Health, Inc.