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.
###
Investor
Contact
Jon
Patton
jpatton@harrowinc.com
858.704.4587
Source:
Harrow Health, Inc.