Form: 8-K

Current report filing

January 4, 2024

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 3, 2024
 
OPKO Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-33528
 
75-2402409
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
4400 Biscayne Blvd.
Miami,
Florida
 
33137
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (305575-4100
 
Not Applicable
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
OPK
NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company                  
 
If an 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 7.01.
Regulation FD Disclosure.
 
On January 3, 2024, OPKO Health, Inc., a Delaware corporation (the “Company”), posted an updated investor presentation on its website. A copy of the presentation is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01. The presentation is also available on the OPKO website at www.opko.com under “Investors.” Information contained on, or accessible through, the Company’s website is not a part of and is not incorporated by reference in this Current Report on Form 8-K.
 
The information contained in Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless expressly stated otherwise.
 
ITEM 8.01.
Other Events.
 
On January 3, 2024, the Company issued a press release in accordance with Rule 135c promulgated under the Securities Act with respect to the launch of its private offering of $200.0 million aggregate principal amount of its Convertible Senior Notes due 2029 to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act.  In accordance with Rule 135c(d), a copy of such press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference in this Item 8.01.
 
ITEM 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
Exhibit 
No.
 
Description
   
 
99.2   Rule 135c Press Release of the Company, dated January 3, 2024.
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.
 
   
OPKO Health, Inc.
       
   
By:
/s/ Steven D. Rubin
Date: January 3, 2024
 
Name:
Steven D. Rubin
   
Title:
Executive Vice President-Administration