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Form 8-K

sec.gov

8-K — HARROW, INC.

Accession: 0001493152-26-022227

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001360214

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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2026-05-11

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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): May 11, 2026

HARROW, 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.)

1A

Burton Hills Blvd., Suite 200

Nashville,

Tennessee

37215

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (615) 733-4730

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

on exchange on which registered

Common

Stock, $0.001 par value per share

HROW

The

Nasdaq Stock Market LLC

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))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Act of 1934: Emerging growth company ☐

If

any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

On

May 11, 2026, Harrow, Inc. (the “Company”) issued a press release and a letter to stockholders announcing its financial results

for the quarter ended March 31, 2026 and providing an update on recent corporate developments. The press release and letter to stockholders

are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

Item

7.01. Regulation FD Disclosure.

Attached

as Exhibit 99.3 to this Current Report on Form 8-K is a presentation of the Company that may be used by the management of the Company

in connection with its earnings call, at investor conferences, and at meetings describing the Company.

The

information furnished under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, shall not

be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set

forth by specific reference in such filing.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits

99.1

Press Release issued by Harrow, Inc. on May 11, 2026

99.2

Letter to Stockholders by Harrow, Inc. dated May 11, 2026

99.3

Harrow Corporate Presentation dated May 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

HARROW,

INC.

Dated:

May 11, 2026

By:

/s/

Andrew R. Boll

Name:

Andrew

R. Boll

Title:

President

& Chief Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Harrow

Announces First Quarter 2026 Financial Results

First

Quarter 2026 and Selected Highlights:

● VEVYE®

delivered record new and total prescription performance (despite an approximate 18% decline

in the overall branded dry eye category)

● VEVYE

demand growth on track to deliver 2026 revenue of over $100 million

● Quarterly

revenue of $44.2 million, including a non-recurring gross-to-net revenue adjustment connected

to new VEVYE commercial coverage, which lowered Q1 revenue by approximately $8 million

● IHEEZO®

unit demand increased 18% year-over-year, with 82% of units from retina accounts

● TRIESENCE®

unit demand more than doubled year-over-year, the sixth consecutive quarter of growth

● Second

Quarter revenue expected between $71 million and $81 million

● Full-year

2026 revenue guidance reaffirmed at $350 million to $365 million

● Cash

and cash equivalents of $94.6 million as of March 31, 2026

NASHVILLE,

Tenn., May 11, 2026 – Harrow (Nasdaq: HROW), a leading provider of ophthalmic disease management solutions in North America, announced

results for the first quarter ended March 31, 2026. The Company also posted its first-quarter Letter to Stockholders and corporate presentation

to the “Investors” section of its website at harrow.com. The Company encourages Harrow stockholders to review these

documents, which provide additional details concerning the historical results and future expectations for the business.

“The

demand for Harrow’s key products has never been stronger, and our visibility into our demand trajectory –

across our portfolio – keeps us entirely on track to reach our forecasted financial goals for the year,” said Mark

L. Baum, Chief Executive Officer of Harrow. “Although our first-quarter reported revenue reflects an estimated $8 million gross-to-net

reduction associated with our new commercial coverage for VEVYE, this adjustment does not reflect the profitable, recurring,

and significant patient base established during the quarter. Harrow is now positioned to realize the full financial benefits of this

coverage relationship beginning in Q2 2026.”

Baum

continued, “Prior to the quarter, we established business rules with specific assumptions regarding these new VEVYE commercial

patients. As the period unfolded, the surge in demand among patients with high-deductible plans significantly outpaced our initial

models. This created temporary gross-to-net pressure, which was resolved through business rules adjustments. With these rules now in

place, we are now positioned to realize the expected financial benefit of our expanded commercial access, and we are already seeing highly

encouraging net pricing indicators early in the second quarter.”

“Our

core commercial engine is accelerating. VEVYE delivered record prescription performance and has officially surpassed XIIDRA on a monthly

total prescription basis. Across our key growth drivers - VEVYE, IHEEZO, and TRIESENCE - we are seeing robust prescriber adoption, expanding

market share, and durable momentum. With our expanded commercial organization now fully deployed, we remain highly confident in our ability

to deliver on our 2026 revenue guidance of $350 million to $365 million.”

Harrow Announces First Quarter 2026 Financial Results

Page 2

May 11, 2026

Key

First Quarter Demand Indicators:

VEVYE:

● Prescription

growth of approximately 170% sequentially within our new national pharmacy benefit manager’s

Tier 1 accounts

● Record

quarterly prescription performance, with NRx up 25% and TRx up 11% quarter-over-quarter,

despite a decline in the overall branded dry eye market

● Surpassed

XIIDRA on a monthly TRx basis, achieving approximately 14% market share as of the end

of March 2026

IHEEZO:

● Unit

demand increased 18% year-over-year, with March 2026 up 34% versus the prior-year period

● Retina

accounts represented approximately 82% of total volume, reflecting continued strength

in the core market

● Ordering

accounts continued to expand, driven by growing adoption across both retina and in-office

procedural settings

TRIESENCE:

● Unit

demand more than doubled year-over-year, increasing 136% versus the prior-year period

● Sixth

consecutive quarter of growth, supported by continued expansion of the customer base,

including 195 new accounts in the quarter, representing approximately 28% of total ordering

accounts

First

Quarter 2026 Financial Results:

For the Three Months Ended

March 31,

2026

2025

Total revenues

$ 44,203,000

$ 47,831,000

Gross margin

61 %

68 %

Net loss

(27,602,000 )

(17,780,000 )

Adjusted EBITDA(1)

(12,659,000 )

(1,985,000 )

Net loss per share, basic and diluted

(0.74 )

(0.50 )

(1) Adjusted

EBITDA is a non-GAAP measure. For additional information, including a reconciliation of Adjusted

EBITDA to the most directly comparable measure presented in accordance with GAAP, see the

explanation of non-GAAP measures and reconciliation tables at the end of this release.

Conference

Call and Webcast

Harrow

will host a conference call to discuss the results at 8:00 a.m. ET on Tuesday, May 12, 2026. Participants can access the live webcast

of Harrow’s presentation on the “Investors” page of Harrow’s website. A replay of the webcast will be available

on the Company’s website for one year.

To

participate via telephone, please register in advance using this link. Upon registration, all telephone participants will receive

a confirmation email with detailed instructions, including a unique dial-in number and PIN, to access the call.

-END-

Harrow Announces First Quarter 2026 Financial Results

Page 3

May 11, 2026

About

Harrow

Harrow,

Inc. (Nasdaq: HROW) is a leading provider of ophthalmic disease management solutions in North America, offering a comprehensive portfolio

of products that address conditions affecting both the front and back of the eye, such as dry eye disease, wet (or neovascular) age-related

macular degeneration, cataracts, refractive errors, glaucoma, and a range of other ocular surface conditions and retina diseases. Harrow

was founded with a commitment to deliver safe, effective, accessible, and affordable medications that enhance patient compliance and

improve clinical outcomes. For more information about Harrow, please visit harrow.com and connect with us on LinkedIn.

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, among others, risks related to: liquidity or results of operations;

our ability to successfully implement our business plan, develop and commercialize our products, product candidates and proprietary formulations

in a timely manner or at all, identify and acquire additional products, manage our pharmacy operations, service our debt, obtain financing

necessary to operate our business, recruit and retain qualified personnel, manage any growth we may experience and successfully realize

the benefits of our previous acquisitions and any other acquisitions and collaborative arrangements we may pursue; competition from pharmaceutical

companies, outsourcing facilities and pharmacies; general economic and business conditions, including inflation and supply chain challenges;

regulatory and legal risks and uncertainties related to our pharmacy operations and the pharmacy and pharmaceutical business in general,

including the ongoing communications with the U.S. Food and Drug Administration relating to compliance and quality plans at our outsourcing

facility in New Jersey; physician interest in and market acceptance of our current and any future formulations and compounding pharmacies

generally. These and additional risks and uncertainties are more fully described in Harrow’s filings with the Securities and Exchange

Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2025, and other filings with the SEC. Such

documents may be read free of charge on the SEC’s web site at 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 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.

Contact:

Mike

Biega, VP of Investor Relations and Communications

mbiega@harrowinc.com

617-913-8890

-END-

Harrow Announces First Quarter 2026 Financial Results

Page 4

May 11, 2026

HARROW, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

March

31, 2026

December

31, 2025

ASSETS

Cash and cash equivalents

$ 94,644,000

$ 72,927,000

All other current assets

131,740,000

138,823,000

Total current assets

226,384,000

211,750,000

All other assets

193,159,000

187,732,000

TOTAL ASSETS

$ 419,543,000

$ 399,482,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

$ 91,439,000

$ 96,302,000

Loans payable, net of unamortized debt discount

292,087,000

243,184,000

All other liabilities

7,666,000

7,905,000

TOTAL LIABILITIES

391,192,000

347,391,000

TOTAL STOCKHOLDERS’ EQUITY

28,351,000

52,091,000

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 419,543,000

$ 399,482,000

HARROW, INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

March 31,

2026

2025

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

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 )

Income tax expense

(25,000 )

-

Net loss

$ (27,602,000 )

$ (17,780,000 )

Net loss per share:

Basic and diluted

$ (0.74 )

$ (0.50 )

-END-

Harrow Announces First Quarter 2026 Financial Results

Page 5

May 11, 2026

HARROW, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

March 31,

2026

2025

Net cash provided by (used in):

Operating activities

$ (8,992,000 )

$ 19,668,000

Investing activities

(18,203,000 )

(212,000 )

Financing activities

48,912,000

23,000

Net change in cash and cash equivalents

21,717,000

19,479,000

Cash and cash equivalents at beginning of the period

72,927,000

47,247,000

Cash and cash equivalents at end of the period

$ 94,644,000

$ 66,726,000

Non-GAAP

Financial Measures

In

addition to the Company’s results of operations determined in accordance with U.S. generally accepted accounting principles (GAAP),

which are presented and discussed above, management also utilizes Adjusted EBITDA, an unaudited financial measure that is not calculated

in accordance with GAAP, to evaluate the Company’s financial results and performance and to plan and forecast future periods. Adjusted

EBITDA is considered a “non-GAAP” financial measure within the meaning of Regulation G promulgated by the SEC. Management

believes that this non-GAAP financial measure reflects an additional way of viewing aspects of the Company’s operations that, when

viewed with GAAP results, provides a more complete understanding of the Company’s results of operations and the factors and trends

affecting its business. Management believes Adjusted EBITDA provides meaningful supplemental information regarding the Company’s

performance because (i) it allows for greater transparency with respect to key metrics used by management in its financial and operational

decision-making; (ii) it excludes the impact of non-cash or, when specified, non-recurring items that are not directly attributable to

the Company’s core operating performance and that may obscure trends in the Company’s core operating performance; and (iii)

it is used by institutional investors and the analyst community to help analyze the Company’s results. However, Adjusted EBITDA,

and any other non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding

measures calculated in accordance with GAAP. Further, non-GAAP financial measures used by the Company and the way they are calculated

may differ from the non-GAAP financial measures or the calculations of the same non-GAAP financial measures used by other companies,

including the Company’s competitors.

-END-

Harrow Announces First Quarter 2026 Financial Results

Page 6

May 11, 2026

Adjusted

EBITDA

The

Company defines Adjusted EBITDA as net income (loss), excluding the effects of stock-based compensation and expenses, impairment of intangible

assets, interest, taxes, depreciation, amortization, investment loss, net, and, if any and when specified, other non-recurring income

or expense items. Management believes that the most directly comparable GAAP financial measure to Adjusted EBITDA is net income (loss).

Adjusted EBITDA has limitations and should not be considered as an alternative to gross profit or net income (loss) as a measure of operating

performance or to net cash provided by (used in) operating, investing, or financing activities as a measure of ability to meet cash needs.

The

following is a reconciliation of Adjusted EBITDA, a non-GAAP measure, to the most comparable GAAP measure, net income (loss), for the

three months ended March 31, 2026 and for the same period in 2025:

HARROW,

INC.

RECONCILIATION

OF NET LOSS TO ADJUSTED EBITDA

For

the Three Months Ended

March 31,

2026

2025

GAAP net loss

$ (27,602,000 )

$ (17,780,000 )

Stock-based compensation and expenses

3,837,000

4,556,000

Interest expense, net

5,497,000

6,548,000

Income tax expense

25,000

-

Depreciation

455,000

465,000

Amortization of intangible assets

5,129,000

4,226,000

Adjusted EBITDA

$ (12,659,000 )

$ (1,985,000 )

-END-

EX-99.2

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit 99.2

26th

Quarterly Letter to Stockholders

May

11, 2026

Dear

Harrow Stockholders:

The

first quarter of 2026 saw unprecedented market demand for VEVYE® and an unavoidable modeling challenge related to our

new commercial coverage. While we were pleased with the former (the unprecedented demand for VEVYE), the latter resulted in a non-recurring

revenue reduction for the quarter. That said, the underlying fundamentals of Harrow have never been stronger. Because demand trends for

our key products remain robust and track in line with or above our expectations, our full-year 2026 financial outlook remains entirely

intact. We continue to expect 2026 revenue in the range of $350 million to $365 million and Adjusted EBITDA of $80 million to $100

million, alongside over $100 million in VEVYE revenue for the full year.

New

Commercial Coverage and Gross-to-Net Recalibration

Securing

coverage with the largest U.S. manager of commercial lives was an important achievement for Harrow. Prior to the quarter, anticipating

a meaningful burst of VEVYE prescription growth from this new relationship, we established business rules with specific assumptions regarding

these new commercial patients. And, as the period unfolded, we in fact experienced the exact surge in demand we had modeled. However,

we also experienced higher-than-anticipated buy-down costs for these patients, including those on higher-deductible plans. This dynamic

was impossible to accurately predict and created gross-to-net pressure that exceeded our internal assumptions, temporarily degrading

net pricing for VEVYE before we could collect enough data to implement operational adjustments within the quarter. Consequently, our

reported VEVYE revenue of $20.9 million for the quarter was approximately $8 million below what we believe it would have been had we

made these operational adjustments at the beginning of the year.

The

Silver Lining: Seeding a Profitable Recurring Revenue Base

While

this gross-to-net dynamic temporarily impacted first-quarter reported revenue, it masks the substantial, long-term value we created during

this period. Our co-pay program is a strategic investment intentionally designed to capture patient market share early in the year when

insurance resets and out-of-pocket costs are highest. This dynamic, while temporarily pressuring net pricing, enabled us to drive a highly

meaningful increase in new patient starts.

Importantly,

once patients initiate VEVYE, thankfully, they remain on therapy, with covered prescriptions refilling approximately 9 times annually.

By strategically absorbing these initial buy-down costs, we have effectively seeded a much larger, highly profitable, and recurring revenue

base that will compound over the coming quarters. With the high-deductible season now largely behind us, new business rules in place,

and normalized net pricing strictly aligned with our internal expectations, we expect VEVYE performance to strengthen considerably over

the balance of the year.

Looking Ahead

Setting

aside the VEVYE modeling recalibration, the first quarter unfolded consistently with our forecast. Q1 is historically our lightest revenue

period due to standard industry seasonality: patient deductibles reset (impacting pharmacy benefits), surgical scheduling is lighter

(affecting our surgical portfolio), and we fully anticipated limited GAAP revenue from IHEEZO® as Q4 channel inventory

was absorbed.

Ultimately,

the Q1 financial numbers do not reflect the true state of our business—especially from a go-forward perspective. With our expanded

sales force deployed and demand across our portfolio accelerating, I strongly believe Harrow is in great shape for the balance of the

year, is set up beautifully for 2027, and is more valuable as a business than ever.

The

first quarter of 2026 reinforced what I have been saying for several quarters: our core growth drivers – VEVYE, IHEEZO, and TRIESENCE®

are each on distinct and durable growth trajectories with significant and durable runways ahead. I am encouraged by the continued momentum

and the strong demand trends we experienced in the first quarter: (1) VEVYE delivered strong growth in both new prescriptions (NRx) and

total prescriptions (TRx) throughout the quarter (while the overall dry eye prescription category declined); and (2) IHEEZO and

TRIESENCE each continued to demonstrate robust unit demand growth, building on their momentum in their respective markets. With the most

challenging part of the year now behind us, we are entering a period of accelerating commercial execution.

From

a strategic perspective, we entered 2026 with a clear mandate: invest to scale our commercial organization and unlock the full potential

of our portfolio. I initially set a Memorial Day target for completing this buildout that, candidly, I believed was aggressive. Our

talent team exceeded even those expectations, successfully hiring just over 100 representatives in approximately 45 days. In today’s

environment, hiring on this scale and quality is not easy; this was an exceptional accomplishment.

Just

as important as the speed was the caliber. A review of our new hires—many of whom you can see on LinkedIn—shows we have attracted

experienced, high-performing commercial talent. We also saw an extraordinary level of inbound applicant interest throughout the process,

with over 2,400 candidates applying for just over 100 open positions. Top-tier commercial talent does not take leaps of faith on unproven

leadership. The fact that over 2,400 professionals applied to join us is a direct reflection of our management team’s track record

of execution, our successful integration of major brand acquisitions, and our consistent history of delivering on our promises. Sales

professionals go where they can win, and this overwhelming response is a strong leading indicator of where Harrow is headed.

As

I write this letter, the expansion of our sales force is complete, and our new representatives are entering the field and beginning to

engage physicians, expand access, and build awareness across our markets. While you may see early signs of progress in the second quarter,

we expect the true impact to build meaningfully in the second half of the year as the team reaches full deployment, gains rhythm in their

territories, and begins to convert that activity into sustained momentum.

2026

Financial Outlook

Our

full-year outlook remains unchanged. We continue to expect 2026 revenue in the range of $350 million to $365 million and Adjusted EBITDA

of $80 million to $100 million, with performance weighted toward the second half of the year. For the second quarter, we expect to report

revenues between $71 million and $81 million.

While

Q1 reflected higher-than-anticipated seasonality, underlying demand trends across our portfolio, including VEVYE, IHEEZO, and TRIESENCE,

continue to strengthen. We are seeing encouraging momentum, particularly as our expanded sales force ramps and converts this growing

demand into revenue. We expect a meaningful acceleration in performance through the balance of the year. Based on the strength of underlying

demand across our portfolio, our growing visibility into an expanding sales funnel, and the deployment of our scaled commercial organization,

we have a high degree of confidence in our ability to deliver on these objectives.

VEVYE

Market Share Gains, Sales Force Expansion, and Coverage Growth

During

the first quarter following preferred coverage with the largest manager of commercial lives in the U.S., we saw acceleration across all

key demand indicators. VEVYE delivered a record quarterly performance in both new prescriptions (NRx) and total prescriptions (TRx),

with NRx increasing by approximately 25% sequentially and TRx by approximately 11% sequentially. These figures are more impressive given

that total prescriptions in the overall dry eye market declined by approximately 14%, and the branded dry eye segment dropped by 18%

during the period. VEVYE was effectively the only meaningful source of growth in a quarter when the entire branded category went backward.

This divergence highlights that improved access is driving meaningful, share-taking demand for VEVYE.

I

am proud that we are broadening our base of prescribers. Total prescribers increased by 12% quarter-over-quarter, with the majority of

new writers attributable to the expanded payer coverage. We continue to see monthly prescribers expand, with VEVYE’s writer base

growing every month over the last year.

I

view these trends as early indicators of a durable demand inflection. As coverage expands and awareness builds, we expect continued growth

in both NRx and TRx throughout 2026. This trajectory will be further amplified by the expansion of our commercial organization. Together,

improved coverage and increased field execution position us to accelerate demand and prescriber growth as we move through the year. Coupled

with an average refill rate of approximately 9x for covered patients, this creates a highly attractive, high-margin recurring revenue

profile once patients are initiated on VEVYE.

Within

the leading national pharmacy benefit manager’s Tier 1 accounts, VEVYE prescription volume grew approximately 170% in the first

quarter of 2026 versus the prior quarter. VEVYE was the only branded product to post meaningful growth within those covered lives in

the first quarter; the only other branded product to grow at all, RESTASIS, was approximately flat.

VEVYE

is rapidly reshaping the competitive landscape in dry eye, a market that, on an annualized basis, continues to expand, with approximately

20% year-over-year growth in prescription volume each of the past two years.

Over

the past year, VEVYE’s branded market share has more than tripled, exiting March at approximately 14% share. By the end of March,

VEVYE officially surpassed XIIDRA on a monthly TRx market share basis and continues to close the gap with MIEBO.

Crucially,

our team accomplished this rapid capture of market share with a sales force of fewer than 50 reps, zero direct-to-consumer advertising,

and limited insurance coverage. This remarkable capital efficiency demonstrates the massive leverage we are poised to unlock as our fully

expanded, 100-person VEVYE commercial team targets the #1 position in the cyclosporine market.

Here

is a simple summary of Harrow’s near-term goals for VEVYE:

● Leverage

our market momentum, the value patients’ experience with VEVYE, and our expanding prescriber

base by driving volume, improving coverage, deepening prescriber engagement, and maximizing

the lifetime economic value of each VEVYE patient.

● Make

VEVYE the #1 cyclosporine therapy in the U.S. market, eclipsing Restasis®

(which still serves approximately 24% of the U.S. market – more than 23 years after

it was launched!)

● Make

VEVYE the #1 dry eye prescription product in the U.S. market.

With

the expansion of the VEVYE sales force now complete, our focus has shifted to leveraging a data-driven approach to strategically place

representatives across both previously uncovered markets and underpenetrated territories—areas where we see clear opportunities

to expand Tier 1 and Tier 2 account coverage (our highest-value prescriber targets) and drive adoption among new-to-brand prescribers.

As a result of this buildout, we have significantly enhanced our reach and commercial execution capabilities.

We

expect our investment in the VEVYE team to drive a step-change in volume. Given the number of markets that historically lacked adequate

coverage, our expanded footprint positions us to meaningfully increase volume and unlock demand across new territories, while engaging

a broader base of new-to-brand prescribers.

I

watch our PhilRx daily prescription volumes like a hawk. As I write this Letter to Stockholder, now that our new sales force is deployed,

I am seeing new daily and weekly new prescription records. Importantly, I see usually slower days begin to ramp past what have been historically

busier days (e.g., signs of higher highs and higher lows). It’s still early, but the net result of our investments should be a

modest impact in the second quarter, and a more pronounced and sustained contribution beginning in the second half of the year as reps

gain tenure in their territories and deliver greater reach, frequency, and overall commercial effectiveness, significantly improving

VEVYE’s overall 2026 performance.

IHEEZO:

Demand is Accelerating in a Massive Total Addressable Market (TAM)

IHEEZO

demand accelerated in the first quarter, with unit demand reaching 45,509 units. Despite the expected drag from losing pass-through (only

for procedures administered in the ambulatory surgery center (ASC)), we still saw an 18% increase compared to the first quarter of 2025

(when pass-through was not at risk). March alone was up 34% versus March 2025 – a clear indication that underlying demand continues

to grow as more retina practices and in-office accounts integrate IHEEZO into their practice.

Retina

accounts primarily drove this growth, accounting for 82% of total units, with the remaining 18% coming from the ASC setting. This dynamic

reflects continued strength in our core market alongside expanding adoption for in-office procedural use – where we have durable

reimbursement and nearly pervasive coverage.

All

key demand indicators are trending in the right direction. A total of 219 accounts ordered IHEEZO during the first quarter, including

approximately 45 new accounts, representing 21% of total customers. Ordering accounts increased 49% year-over-year, underscoring the

accelerating adoption and continued expansion of our user base. Finally, we experienced an 85.5% reorder rate for IHEEZO!

As

we previously communicated, we did not expect to report meaningful GAAP revenue for IHEEZO in the first quarter. This was fully anticipated

and reflects the planned absorption of fourth-quarter channel inventory—a mechanical dynamic completely independent of the robust

underlying patient demand.

Following

recent meetings with IHEEZO customers and seeing Q2 demand trends, my conviction in this asset has only deepened. IHEEZO delivers tremendous

clinical value and given the immensity of the TAM, remains significantly underpenetrated. When we aggregate the relevant reimbursed,

in-office procedure-based markets where IHEEZO’s clinical profile and J-Code reimbursement provide a compelling value proposition—including

retina intravitreal injections and a broad array of office-based procedures—we estimate a TAM of more than 14 million annual

procedures in the United States. Against that backdrop, our current market penetration remains below 2%, underscoring how early we are

unlocking the IHEEZO opportunity.

While

GAAP revenue recognition for IHEEZO is temporarily constrained in the first half of 2026 due to inventory dynamics, our underlying operational

initiatives have reset the foundation for a step-change in revenue growth. We expect this to inflect sharply in the second half of the

year and beyond.

The

in-office channel for IHEEZO has been encouraging. This new stream of IHEEZO orders began during the first quarter. Some of the new accounts

are sizable and, in general, these initial trends further support our confidence in the scalability and eventual impact of our expansion

into the office.

Based

on current demand trends and pipeline visibility, we expect the in-office IHEEZO channel to fully offset the loss of ASC volume this

year. In parallel, we are advancing pilot agreements with several large multi-practice eye-care networks, as well as the largest players

in the office-based cataract surgery market, all of which we expect to contribute meaningfully to IHEEZO’s overall volume in the

second half of the year.

IHEEZO’s

progress to date in the retina market has been driven entirely by the strength of its value proposition—its clinical profile, its

workflow efficiency benefits, including meaningful time and motion savings in high-volume injection settings, and its favorable reimbursement

characteristics. This has all been achieved without data on retina-specific procedures. That dynamic is set to change in a few months.

We

expect two important clinical milestones in 2026:

● The

first presentation of IHEEZO data in retina procedures will be at ASRS in July; and

● Data

from our QUELL study in the fourth quarter.

Retina-specific

data should propel the next leg of IHEEZO growth. Favorable results from these studies would represent a genuine inflection point —

providing prospective, procedure-specific evidence to support broader and deeper adoption in retina, a market that has already embraced

IHEEZO on the strength of its clinical and economic profile alone.

Looking

ahead, we are positioning IHEEZO for its next phase of revenue growth, which will begin to materialize in the third quarter. Supporting

this acceleration will be continued strength in retina, expanding adoption in the in-office procedural market, an estimated 20–25%

improvement in net pricing, and the introduction of multi-unit packaging in the second half of the year, alongside incremental commercial

synergies from BYOOVIZ and IOPIDINE®. IHEEZO remains early in its lifecycle, and the foundation for durable, scalable

growth is firmly in place to drive value for Harrow stockholders for many years to come.

IOPIDINE

1% – Reimbursement Leads to Expanded Utilization

Complementing

IHEEZO’s continued in-office momentum, I see IOPIDINE 1% emerging as an incremental growth driver within our procedural portfolio.

As a single-source brand-name product, IOPIDINE 1% is the only physician-administered, FDA-approved therapy indicated to prevent intraocular

pressure (IOP) spikes following ophthalmic laser procedures. It fits perfectly into our proven commercial playbook for maximizing the

value of unique, underappreciated assets across a wide range of in-office procedures where elevated eye pressure is a risk. Critically,

physicians can now administer IOPIDINE 1% in-office at the point of care, providing immediate control and improving patient outcomes.

Despite

this well-established clinical utility, adoption has historically been constrained by reimbursement dynamics, as IOPIDINE 1% functioned

as a cost center within capitated payment structures. The assignment of a permanent J-Code, which goes into effect on July 1, 2026, represents

a clear inflection point. Wholesale acquisition cost (WAC) pricing has been set at $740 for 5 pouches (each pouch contains 2 blow-fill-seal

units) or $148 per pouch. Each procedure would consume a single pouch. With initial reimbursement expected to be WAC + 6% or 3% at launch

(and eventually ASP + 6%), IOPIDINE 1% now offers an attractive economic profile, aligning physician incentives with its clinical value

and enabling broader integration into routine practice through the same physician call point as IHEEZO.

Strategically,

IOPIDINE 1% strengthens and expands our in-office franchise alongside IHEEZO. Physicians can utilize IHEEZO to anesthetize the eye and

then IOPIDINE 1% to control pressure from the procedure—creating a cohesive, end-to-end solution. This integrated approach enhances

practice efficiency, improves patient experience, and deepens our presence across the in-office care continuum.

With

more than 1.5 million annual on-label procedures and a 91% proven reduction in risk associated with intraocular pressure spikes when

IOPIDINE 1% is administered, we view this product as a compelling growth opportunity and a clear example of our strategy in action: maximizing

the value of all assets in our portfolio by expanding access and affordability for patients, leveraging our strength in securing reimbursement

and coding, and enabling physicians to deliver better care with greater clinical control and stronger economic alignment in the office

setting.

TRIESENCE

in Surgery: Six Consecutive Quarters of Growth; A+ Clinical Outcomes

My

first exposure to eyecare was in 2013, when I met groups of doctors who were injecting preservative-free triamcinolone acetonide into

the eyes of cataract surgery patients to reduce or obviate the need for eyedrops. I will never forget meeting the brilliant and colorful

surgeon, Dr. James P. Gills, who, in 2014, “schooled me” on his use – dating back to the 1970s – of various injectable

steroid formulations for his cataract surgery patients. My mentor and friend for more than a decade, and an international legend in ophthalmology,

Dr. Richard Lindstrom, also shared numerous innovative ideas about injectable formulations and, in general, inspired me to think outside

the box about how Harrow could rethink the patient experience in cataract surgery, which remains, in terms of surgical volume, the most

common surgical procedure in the U.S.

At

Harrow, we approach each surgery as if it were ourselves or someone close to us going under the knife. For over a decade, dating back

to our earliest compounding initiatives, Harrow has been pioneering the movement to reduce patient reliance on topical post-surgical

drops, given that patient compliance is notoriously poor. TRIESENCE is simply the next, powerful evolution of a vision we have been

successfully executing since 2014—giving surgeons the tools to place medications directly into the patient’s eye at the time

of surgery.

Our

Surgical Vision

Our

surgical team has a single purpose: deliver what I call “Amazing Cataract Surgery,” defined as (1) IV-free, (2) Opioid-free,

and (3) Eyedrop-free surgery. Following our successful acquisition of the remaining equity interests in Melt Pharmaceuticals late last

year, we are in full control of the asset that will hopefully deliver those first two items. We anticipate filing a new drug application

(NDA) for G-MELT within the next 12 months. Regarding the third item, TRIESENCE plays a critical role in Harrow’s strategy to reduce

exposure to eyedrops.

Physician

feedback regarding clinical outcomes using TRIESENCE has been consistently outstanding (in fact, I would call it “A+++”).

These surgeons are seeing meaningful practice-level benefits: fewer postoperative visits, a more efficient recovery experience, and the

elimination of compliance-dependent eye-drop regimens for patients. Importantly, this positive clinical experience is translating into

tangible commercial traction, as evidenced by rising reorder rates, new account adoption, and growing conviction within the surgical

community.

Now

squarely focused on the surgical inflammation market, TRIESENCE continued to build momentum in the first quarter, with both unit demand

and adoption trends strengthening. Demand data demonstrates increasing utilization, supported by expanding awareness and broader clinical

adoption, which I believe positions TRIESENCE for sustained growth ahead. Having just returned from meeting with surgical accounts in

Texas, I can attest that demand has only scratched the surface for TRIESENCE, and new, very substantial accounts are adopting TRIESENCE

into their protocols. More are adopting TRIESENCE weekly.

In

the first quarter (once again, typically a weaker quarter for ophthalmic surgery), TRIESENCE demand reached 10,492 units, more than doubling

(+136%) compared to the first quarter of 2025 and increasing 2% sequentially versus Q4, with March 2026 setting a new monthly high, delivering

a 113% increase in demand year-over-year.

Adoption

metrics remain particularly strong. A total of 709 accounts ordered TRIESENCE during the quarter, including 195 new accounts, representing

28% of the total customer base. This level of new account activation, alongside continued ordering from existing customers, underscores

both expanding market penetration and deepening utilization.

Our

experience so far is that the sales cycle to get initial adoption takes time, and initial account activation doesn’t yield 100%

of a customers’ surgical cases. But we are also seeing that in due course, given the successful clinical outcomes doctors are seeing,

they want more of their patients to experience the benefits of TRIESENCE. As I’ve said before, the nice thing about a product like

TRIESENCE is that once it is adopted and trusted, it becomes hard to displace.

To

support our long-term intentions, we have launched a clinical study designed to expand the TRIESENCE label to expressly include cataract

surgery and pain—a development positioned to materially broaden its commercial opportunity. The study is underway, and we expect

the last patient visit by the end of this year with top-line data shortly thereafter. We are also developing a pre-filled syringe (PFS)

format for TRIESENCE. Once again, this program is underway, and we expect to present a filing to the FDA within the next 18-20 months.

Taken

together, these demand and adoption trends point to a franchise gaining meaningful traction and having long-term growth potential. As

awareness continues to build and our expanded sales force reaches full productivity, we expect TRIESENCE to sustain this momentum, with

most of the future growth driven by our expansion into the ocular inflammation market. I remain highly confident in TRIESENCE as a durable,

multi-year growth asset.

Biosimilars:

BYOOVIZ® Launch in Q3 and OPUVIZ™ Getting Ready for 2027

We

remain on track to commercially launch BYOOVIZ®, a LUCENTIS®-referenced biosimilar (developed by

Samsung Bioepis), on July 1, 2026—and our conviction in this opportunity has grown over the past several quarters. Revenue from

initial stocking orders is expected to begin in the current quarter.

As

we have sharpened our commercial strategy and deepened engagement with retina practices, BYOOVIZ is entering the market with a clear

and differentiated path to adoption. BYOOVIZ is well-positioned to compete in the retina buy and bill market, offering physicians a high-quality

interchangeable biosimilar paired with the opportunity for attractive practice-level returns. A clinically meaningful subset of patients

may not respond adequately to aflibercept, with reported rates varying by indication and by how response is defined. While each patient’s

need is specific, many are transitioned to alternative anti-VEGF therapies, including ranibizumab. This represents a defined and clinically

appropriate segment of the market where BYOOVIZ can compete directly as a cost-efficient, high-quality alternative within the existing

standard of care.

Our

go-to-market approach is designed to capitalize on a distinct advantage: our established account-level relationships across retina practices.

Rather than competing on price alone, we are engaging retina practices at the account level, leveraging the trust we have built over

years of serving these customers across our broader portfolio. Our commercial infrastructure is particularly meaningful in the injectable

therapy category, where physicians place a premium on trust, supplier reliability, service, and consistency—attributes that we,

and our partners at Samsung Bioepis, have demonstrated at scale.

In

addition, our portfolio enables a more comprehensive patient-focused engagement with physicians. With offerings spanning anesthesia (IHEEZO),

anti-VEGF therapy (BYOOVIZ), and inflammation control (TRIESENCE), we are positioned to support the full continuum of care—from

procedure through recovery. This integrated approach differentiates our commercial model and strengthens our value proposition at the

practice and patient level.

We

are also taking deliberate steps to enhance our commercial offering from day one. Leveraging the flexibility afforded by our recent notes

offering, we intend to extend payment terms to creditworthy customers—a meaningful lever in a buy-and-bill market that we expect

will strengthen BYOOVIZ’s value proposition and accelerate adoption at launch.

Looking

ahead, the anticipated launch of OPUVIZ™, an EYLEA®-referenced biosimilar that was developed by Samsung Bioepis,

in 2027 will further extend this platform, broadening our reach into one of the largest segments of the U.S. ophthalmic market and reinforcing

our strategy of building a scaled, integrated ophthalmic pharmaceutical company.

Refocusing

on Two Great Specialty Products

In

my last Letter to Stockholders, I highlighted an interest in unlocking value from three underappreciated assets within this portfolio.

Weeks later, we delivered on the first of the three assets I mentioned: IOPIDINE 1% (which is discussed more in the preceding pages).

The remaining two assets, each with the potential to enter new on-label markets and contribute meaningful incremental revenue, represent

extraordinary opportunities:

● VERKAZIA®

for vernal keratoconjunctivitis (VKC) in children and adults. VKC, a severe ocular allergy

that we believe is extremely underdiagnosed, presents in mild, moderate, and severe forms

and needs to be treated early on before sight-threatening consequences occur.

● NATACYN®

for Fungal Blepharitis and other sight-threatening fungal infections.

In

the coming weeks, we will begin to share our thoughts about the VERKAZIA opportunity specifically, and as a study we have underway provides

important data for our NATACYN strategy, we will provide our stockholders with additional information. That said, the Specialty team

is now focused on supporting our interest in ensuring patient access to both highly efficacious and uniquely labeled premium products.

Our intention is to reignite growth in these products this year, accelerating utilization, improving patient access, and broadening awareness.

These initiatives are underway, and we expect momentum to build throughout the year.

Access+

Cash Pay Products

At

its core, Access+ is built on a simple, durable value proposition: delivering the everyday essential ophthalmic medications that physicians

and patients rely on. Through a curated portfolio of FDA-approved cash-pay branded ophthalmic products alongside our proprietary compounded

formulations, the Access+ team provides consistent, affordable access to therapies that underpin routine ophthalmic care. This foundational

role in the practice workflow — reliable supply, competitive economics, and a breadth of offerings that few competitors can match

— positions Access+ as a steady, cash-generative contributor to Harrow’s broader platform and an important touchpoint for

building long-term customer relationships that extend across our full product portfolio.

I

want to recognize Frank Mullery (and his team) and their work to bring our compounded products business back to full operational footing.

Under Frank’s leadership, we have cleared back orders, rebuilt inventory across key stock-keeping units (SKUs), and in general,

restored customer confidence.

Closing

I

have been hustling alongside our team to build this business for over 14 years. Speaking directly to my fellow stockholders: my confidence

in Harrow’s future has never been higher, and the company we own has never been more valuable. Our growth trajectory has never

been perfectly up and to the right, and I appreciate that this first quarter requires even more patience than normal, but our track record

over the past five years has consistently shown that disciplined execution and a “longer than a single quarterly period”

mindset has created outsized stockholder value—and we are positioned to continue that trend. Based on demand trends we are seeing

and the visibility we have into our forward sales funnel, I am confident in our ability to deliver on our 2026 guidance.

Andrew

and I are actively shaping our next five-year strategic plan, which will take effect beginning in 2027. This will be our fourth such

plan. When we drafted our first, Harrow was little more than an ambitious concept and a stock trading at less than $0.25 a share. Through

every subsequent plan, we have successfully scaled our infrastructure, navigated massive regulatory shifts, integrated highly strategic

acquisitions, and consistently compounded stockholder value. We approach this upcoming 2027-2031 plan with the exact same founder’s

mentality, but now – with vastly superior resources, a larger commercial infrastructure, and the broadest and most clinically valuable

portfolio in our history. Over the next three to five years, we see a clear path to driving VEVYE, TRIESENCE, and IHEEZO to critical

mass. This commercial engine, combined with cash from our creativity in unlocking value from underappreciated assets across our portfolio,

underpins our unified corporate initiative to achieve $250 million in quarterly revenue by the end of 2027.

In

parallel, we are advancing a pipeline of high-impact products—including G-MELT™, which is positioned to become one of the

most important and largest assets in our portfolio, as well as a next-generation TRIESENCE and a another super exciting sedation drug

candidate called YOCHIL™. Alongside this growth, we will continue to pursue disciplined, strategic M&A to further strengthen

and expand our platform. Taken together, Harrow is entering a multi-year period of sustained, scalable growth, with a long runway ahead

to drive meaningful value for our stockholders.

On

behalf of the entire Harrow team, thank you for your continued trust and support.

Sincerely,

Mark

L. Baum

Founder,

Chairman of the Board, and Chief Executive Officer

Nashville,

Tennessee

Index

to Previous Letters to Stockholders

2025

2024

2023

2022

2021

2020

2019

4Q 2025

4Q 2024

4Q 2023

4Q 2022

4Q 2021

4Q 2020

4Q 2019

3Q 2025

3Q 2024

3Q 2023

3Q 2022

3Q 2021

3Q 2020

3Q 2019

2Q 2025

2Q 2024

2Q 2023

2Q 2022

2Q 2021

2Q 2020

1Q 2025

1Q 2024

1Q 2023

1Q 2022

1Q 2021

1Q 2020

Commentary

on First Quarter 2026 Financials

Revenues

of $44.2 million for the first quarter of 2026 represent an 8% decrease over the prior-year first quarter revenues of $47.8 million.

The decline was primarily due to VEVYE gross-to-net reductions tied to our coverage changes and our cash pay program, and a decrease

in sales of our compounded products.

Selling,

general and administrative (“SG&A”) costs for the first quarter of 2026 were $43.2 million compared with $40.5 million

during the same period last year. The increase in SG&A was primarily driven by an increase in headcount and related expenses, along

with an increase in other commercial-related activities.

Research

and development (“R&D”) costs for the first quarter of 2026 were $5.9 million compared with $3.0 million during the same

period last year. The increase in R&D was primarily driven by costs from NDA enabling clinical trials associated with the G-Melt.

GAAP

net loss for the first quarter of 2026 was $27.6 million compared with a GAAP net loss of $17.8 million during the same period last year.

Adjusted

EBITDA (a non-GAAP measure) for the first quarter of 2026 was $(12.7) million compared with Adjusted EBITDA of $(2.0) million during

the same quarter last year.

As

of March 31, 2026, cash and cash equivalents totaled $94.6 million while accounts receivable stood at $101.3 million, compared with cash

and cash equivalents of $66.7 million and accounts receivable of $77.1 million as of March 31, 2025.

GAAP

gross margins were 61% for the first quarter of 2026 and 68% for the first quarter in 2025. The decline in gross margins was primarily

attributable lower net revenue recognized on a per unit basis of VEVYE sold and lower utilization of our compounding facility during

the first quarter of 2026 compared to the same period in 2025.

Additional

product-related revenue figures are reflected in the table below:

For the Three Months Ended

March 31,

2026

2025

IHEEZO

$ 1,851,000

4 %

$ 5,222,000

11 %

VEVYE

20,947,000

47 %

21,516,000

45 %

Other branded products

7,833,000

18 %

956,000

2 %

Other revenues

73,000

0 %

86,000

0 %

Branded revenue, net

30,704,000

69 %

27,780,000

58 %

ImprimisRx revenue, net

13,499,000

31 %

20,051,000

42 %

Total revenues, net

$ 44,203,000

100 %

$ 47,831,000

100 %

We

expect continued growth across our branded portfolio and continue to expect traditional quarter-to-quarter revenue build, enhancing profitability

through operational efficiencies and strategically positioning Harrow for continued leadership in the North American ophthalmic pharmaceutical

sector.

First

Quarter 2026 Financial Overview

GAAP

Operating Results

Selected

financial highlights regarding GAAP operating results for the three months ended March 31, 2026 and 2025 are as follows:

For the Three Months Ended

March 31,

2026

2025

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

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 )

Income tax expense

(25,000 )

-

Net loss

$ (27,602,000 )

$ (17,780,000 )

Net loss per share:

Basic

$ (0.74 )

$ (0.50 )

Diluted

$ (0.74 )

$ (0.50 )

Non-GAAP

Results

Selected

financial highlights regarding Non-GAAP operating results for the three months March 31, 2026 and 2025 are as follows:

For the Three Months Ended

March 31,

2026

2025

Total revenues

$ 44,203,000

$ 47,831,000

Gross margin

61 %

68 %

Net loss

(27,602,000 )

(17,780,000 )

Adjusted EBITDA(1)

(12,659,000

(1,985,000 )

Net loss per share:

Basic

(0.74 )

(0.50 )

Diluted

(0.74 )

(0.50 )

(1) Adjusted

EBITDA is a non-GAAP measure. For additional information, including a reconciliation of Adjusted

EBITDA to net loss, the most directly comparable GAAP measure, see the explanation of non-GAAP

financial measures and reconciliation table at the end of this letter.

FORWARD-LOOKING

STATEMENTS

Management’s

remarks in this stockholder letter include forward-looking statements within the meaning of federal securities laws. Forward-looking

statements are subject to numerous risks and uncertainties, many of which are beyond Harrow’s control, including risks and uncertainties

described from time to time in its Securities and Exchange Commission (“SEC”) filings, such as the risks and uncertainties

related to the Company’s ability to make commercially available its FDA-approved products and compounded formulations and technologies,

and FDA approval of certain drug candidates in a timely manner or at all.

For

a list and description of those risks and uncertainties, please see the “Risk Factors” section of the Company’s Annual

Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2026,

and other filings with the SEC.

Harrow’s

results may differ materially from those projected. Harrow disclaims any intention or obligation to update or revise any financial projections

or forward-looking statements, whether because of new information, future events, or otherwise. This stockholder letter contains time-sensitive

information and is accurate only as of today.

Additionally,

Harrow refers to non-GAAP financial measures in this letter, specifically Adjusted EBITDA. A reconciliation of Adjusted EBITDA with the

most directly comparable GAAP measure, net loss is included at the end of this letter.

No

compounded formulation is FDA-approved. All compounded formulations are customizable. Other than drugs compounded at a registered outsourcing

facility, all compounded formulations require a prescription for an individually identified patient consistent with federal and state

laws.

All

trademarks, service marks, and trade names included or referenced in this publication are the property of their respective owners.

Non-GAAP

Financial Measures

In

addition to the Company’s results of operations determined in accordance with U.S. generally accepted accounting principles (GAAP),

which are presented and discussed above, management also utilizes Adjusted EBITDA, an unaudited financial measure that is not calculated

in accordance with GAAP, to evaluate the Company’s financial results and performance and to plan and forecast future periods. Adjusted

EBITDA is considered a “non-GAAP” financial measure within the meaning of Regulation G promulgated by the SEC. Management

believes that this non-GAAP financial measure reflects an additional way of viewing aspects of the Company’s operations that, when

viewed with GAAP results, provides a more complete understanding of the Company’s results of operations and the factors and trends

affecting its business. Management believes Adjusted EBITDA provides meaningful supplemental information regarding the Company’s

performance because (i) it allows for greater transparency with respect to key metrics used by management in its financial and operational

decision-making; (ii) it excludes the impact of non-cash or, when specified, non-recurring items that are not directly attributable to

the Company’s core operating performance and that may obscure trends in the Company’s core operating performance; and (iii)

it is used by institutional investors and the analyst community to help analyze the Company’s results. However, Adjusted EBITDA,

and any other non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding

measures calculated in accordance with GAAP. Further, non-GAAP financial measures used by the Company and the way they are calculated

may differ from the non-GAAP financial measures or the calculations of the same non-GAAP financial measures used by other companies,

including the Company’s competitors.

Adjusted

EBITDA

The

Company defines Adjusted EBITDA as net income (loss), excluding the effects of stock-based compensation and expenses, impairment of intangible

assets, interest, taxes, depreciation, amortization, investment loss, net, and, if any and when specified, other non-recurring income

or expense items. Management believes that the most directly comparable GAAP financial measure to Adjusted EBITDA is net income (loss).

Adjusted EBITDA has limitations and should not be considered as an alternative to gross profit or net income (loss) as a measure of operating

performance or to net cash provided by (used in) operating, investing, or financing activities as a measure of ability to meet cash needs.

The

following is a reconciliation of Adjusted EBITDA, a non-GAAP measure, to the most comparable GAAP measure, net loss, for the three months

ended March 31, 2026 and for the same period in 2025:

For the Three Months Ended

March 31,

2026

2025

GAAP net loss

$ (27,602,000 )

$ (17,780,000

Stock-based compensation and expenses

3,837,000

4,556,000

Interest expense, net

5,497,000

6,548,000

Income tax expense

25,000

-

Depreciation

455,000

465,000

Amortization of intangible assets

5,129,000

4,226,000

Adjusted EBITDA

$ (12,659,000 )

$ (1,985,000 )

EX-99.3

EX-99.3

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