What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-18 · 63 added, 186 removed, 317 unchanged (44% of the section changed)

16 unchanged sentences

OTHER INFORMATION

On February 12, 2021, the Board of Directors of the Company appointed Adam Logal, the Company’s current Senior Vice President, Chief Financial Officer, as the Company’s Chief Accounting Officer and Treasurer.

Logal previously served as the Company’s Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer from March 2014 until July 2020 when he ceased to be the Chief Accounting Officer and Treasurer.

Logal also served as Vice President of Finance, Chief Accounting Officer and Treasurer from July 2012 until March 2014, and Director of Finance, Chief Accounting Officer and Treasurer from March 2007 until July 2012.

There are no family relationships between Mr.

Logal and any director or executive officer of the Company.

Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction, or any currently proposed transaction, in which Mr.

Logal had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

No new compensatory plan arrangements were entered into with Mr.

Logal in connection with his appointment as the Company’s Chief Accounting Officer and Treasurer.

Logal is otherwise entitled to receive such benefits of employment as

are generally available to the Company’s other executive officers, as described in the Company’s definitive proxy statement on Schedule 14A for the Company’s 2020 Annual Meeting of Stockholders, as filed with the SEC on April 29, 2020.

On February 12, 2021 the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) to enhance the advance notice provisions for director nominations and stockholder proposals.

Under the amended Bylaws, a stockholder who wishes to nominate a director must include (1) a written questionnaire in the form required by the Company, (2) additional information about the structure, ownership and trading in Company’s securities or any related derivative agreements and (3) any associated performance-related fees.

The recommending stockholder also has obligations to update any notice provided to the Company in a timely manner.

The Bylaws are effective February 12, 2021.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are filed as Exhibit 3.2 to this Form 10-K and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

The information required in Items 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), and Item 14 (Principal Accounting Fees and Services) is incorporated by reference to the Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2021.

9 unchanged sentences

Number Description

Underwriting Agreement, dated March 9, 2011, by and among OPKO Health, Inc., Jefferies & Company, Inc.

Morgan Securities LLC, as representatives for the underwriters named therein.

Underwriting Agreement, dated October 24, 2019, by and among OPKO Health, Inc., Jeffries LLC, Piper Jaffray & Co., and Guggenheim Securities, LLC as representatives of underwriters named therein.

Merger Agreement and Plan of Reorganization, dated as of March 27, 2007, by and among Acuity Pharmaceuticals, Inc., Froptix Corporation, eXegenics Inc., e-Acquisition Company I-A, LLC, and e-Acquisition Company II-B, LLC.

Securities Purchase Agreement, dated May 2, 2008, by and among Vidus Ocular, Inc., OPKO Instrumentation, LLC, OPKO Health, Inc., and the individual sellers and noteholders named therein.

Purchase Agreement, dated February 17, 2010, by and among Ignacio Levy García and José de Jesús Levy García, Inmobiliaria Chapalita, S.A.

de C.V., Pharmacos Exakta, S.A.

de C.V., OPKO Health, Inc., OPKO Health Mexicana S.

de C.V., and OPKO Manufacturing Facilities S.

Agreement and Plan of Merger, dated January 28, 2011, by and among CURNA, Inc., KUR, LLC, OPKO Pharmaceuticals, LLC, OPKO CURNA, LLC, and certain individuals named therein.

Agreement and Plan of Merger, dated October 13, 2011, by and among OPKO Health, Inc., Claros Merger Subsidiary, LLC, Claros Diagnostics, Inc., and Ellen Baron, Marc Goldberg and Michael Magliochetti on behalf of the Shareholder Representative Committee.

Stock Purchase Agreement, dated December 20, 2011, by and among FineTech Pharmaceutical Ltd., Arie Gutman, OPKO Holdings Israel Ltd, and OPKO Health, Inc.

Purchase Agreement, dated January 20, 2012, by and among OPKO Health, Inc., OPKO Chile S.A., Samuel Alexandre Arama, Inversiones SVJV Limitada, Bruno Sergiani, Inversiones BS Limitada, Pierre-Yves LeGoff, and Inversiones PYTT Limitada.

Stock Purchase Agreement, dated August 2, 2012, by and among Farmadiet Group Holding, S.L., the Sellers party thereto, OPKO Health, Inc., and Shebeli XXI, S.L.U.

Agreement and Plan of Merger, dated October 18, 2012, by and among Prost-Data, Inc.

d/b/a OurLab, Our Labs, Endo Labs and Gold Lab, Jonathan Oppenheimer, M.D., OPKO Health, Inc., OPKO Laboratories Inc., and OPKO Labs, LLC.

Share Purchase Agreement, dated January 8, 2013, by among Cytochroma Inc., Cytochroma Holdings ULC, Cytochroma Canada Inc., Cytochroma Development Inc., Proventiv Therapeutics, LLC, Cytochroma Cayman Islands, Ltd., OPKO Health, Inc., and OPKO IP Holdings, Inc.

Asset Purchase Agreement, dated March 1, 2013, by and between RXi Pharmaceuticals Corporation and OPKO Health, Inc.

Agreement and Plan of Merger, dated April 23, 2013, by and among OPKO Health, Inc., POM Acquisition Inc., and PROLOR Biotech, Inc.

Agreement for the Sale and Purchase of Shares in EirGen Pharma Limited, dated May 5, 2015 by and among OPKO Ireland Limited, OPKO Health, Inc.

and the Sellers named therein.

Form of Additional Agreement for the Sale and Purchase of Shares in EirGen Pharma Limited, dated May 5, 2015 by and among OPKO Ireland Limited and the Sellers named therein.

Agreement and Plan of Merger by and among the Company, Bamboo Acquisition, Inc.

and Bio-Reference Laboratories, Inc.

dated as of June 3, 2015.

Arrangement Agreement by and among the Company, OPKO Global Holdings, Inc.

and Transition Therapeutics Inc.

dated as of June 29, 2016.

Agreement and Plan of Merger and Reorganization, dated as of January 14, 2022, by and among the Company, Sema4 Holdings Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, GeneDx Inc.

and GeneDx Holding 2, Inc.

Amended and Restated Certificate of Incorporation, as amended.

11 unchanged sentences

Description of Securities

Form of Lockup Agreement.

Stock Purchase Agreement, dated December 4, 2007, by and between OPKO Health, Inc.

and the members of The Frost Group, LLC.

Form of Director Indemnification Agreement.

Form of Officer Indemnification Agreement.

Stock Purchase Agreement, dated August 8, 2008 by and between OPKO Health, Inc.

and the Purchasers named therein.

Stock Purchase Agreement, dated February 23, 2009 by and between OPKO Health, Inc.

and Frost Gamma Investments Trust.

Form of Stock Purchase Agreement for transactions between OPKO Health, Inc.

and Nora Real Estate SA., Vector Group Ltd., Oracle Partners LP, Oracle Institutional Partners, LP., Chung Chia Company Limited, Gold Sino Assets Limited, and Grandtime Associates Limited.

Stock Purchase Agreement, dated June 10, 2009, by and among OPKO Health, Inc.

and Sorrento Therapeutics, Inc.

Form of Securities Purchase Agreement for Series D Preferred Stock.

Form of Restricted Share Award Agreement for Directors.

Cocrystal Discovery, Inc.

Stock Purchase Agreement, dated October 1, 2009, by and among the Laboratoria Volta S.A., Farmacias Ahumada S.A., FASA Chile S.A., OPKO Chile Limitada and Inversones OPKO Limitada, subsidiaries of OPKO Health, Inc.

Asset Purchase Agreement, dated October 12, 2009, by and between OPKO Health, Inc.

and Schering Corporation.

Letter Agreement, dated June 29, 2010, by and between OPKO Health, Inc.

and Schering Corporation.

1 0.4 ( 7 ) +

Exclusive License Agreement by and between TESARO, Inc.

1 unchanged sentence

dated December 10, 2010.

Third Amended and Restated Subordinated Note and Security Agreement, dated February 22, 2011, between OPKO Health, Inc.

and The Frost Group, LLC.

Asset Purchase Agreement dated September 21, 2011, by and among Optos plc, Optos Inc., OPKO Health, Inc., OPKO Instrumentation, LLC, Ophthalmic Technologies, Inc., and OTI (UK) Limited.

Form of Note Purchase Agreement, dated as of January 25, 2013, by and among OPKO Health, Inc.

and each purchaser a party thereto.

Development and Commercialization License Agreement by and between OPKO Ireland, Ltd., a subsidiary of OPKO Health, Inc., and Pfizer, Inc.

dated December 13, 2014.

Credit Agreement by and between Bio-Reference Laboratories, Inc.

and certain of its subsidiaries and JPMorgan Chase Bank, N.A.

dated November 5, 2015.

OPKO Health, Inc.

2 unchanged sentences

and Vifor Fresenius Medical Care Renal Pharma Ltd., dated May 8, 2016.

Amendment No.

3 to Credit Agreement, dated as of March 17, 2017, among Bio-Reference Laboratories, Inc.

and certain of its subsidiaries and JPMorgan Chase Bank, N.A.

Amendment No.

4 to Credit Agreement, dated as of August 7, 2017, among Bio-Reference Laboratories, Inc.

and certain of its subsidiaries and JPMorgan Chase Bank, N.A.

Commitment Letter by and between OPKO Health, Inc.

and Veterans Accountable Care Group, LLC, dated August 15, 2017 .

Development and License Agreement by and between EirGen Pharma Limited, a subsidiary of OPKO Health, Inc., and Japan Tobacco Inc., dated October 12, 2017.

Amendment No.

5 to Credit Agreement, dated as of November 8, 2017, among Bio-Reference Laboratories, Inc.

and certain of its subsidiaries and JPMorgan Chase Bank, N.A.

Amendment No.

6 to Credit Agreement, dated as of December 22, 2017, among Bio-Reference Laboratories, Inc.

and certain of its subsidiaries and JPMorgan Chase Bank, N.A.

Form of 5% Convertible Promissory Note dated February 27, 2018.

Amendment No.

7 to Credit Agreement by and between BioReference Laboratories, Inc.

and certain of its subsidiaries, and JPMorgan Chase, N.A.

dated February 28, 2018.

Share Lending Agreement, dated February 4, 2019, by and between the OPKO Health, Inc.

and Jefferies Capital Services, LLC.

Credit Agreement, dated as of November 8, 2018, by and between the OPKO Health, Inc.

and Frost Gamma Investments Trust.

Stock Purchase Agreement, dated as of November 8, 2018, between certain investors and OPKO Health, Inc.

Amendment No.

8 to Credit Agreement by and between BioReference Laboratories, Inc.

and certain of its subsidiaries, and JPMorgan Chase, N.A.

dated February 26, 2019.

Amendment No.

9 to Credit Agreement by and between BioReference Laboratories, Inc.

and certain of its subsidiaries, and JPMorgan Chase, N.A.

dated August 6, 2019.

Amendment No.

10 to Credit Agreement by and between BioReference Laboratories, Inc.

and certain of its subsidiaries, and JPMorgan Chase, N.A.

dated November 4, 2019.

Amendment No.

11 to Credit Agreement by and between BioReference Laboratories, Inc.

and certain of its subsidiaries, and JPMorgan Chase, N.A.

dated February 25, 2020.

Credit Agreement, dated as of February 25, 2020, by and between OPKO Health, Inc.

and Frost Gamma Investment Trust.

Amendment to Development and License Agreement between EirGen Pharma Ltd.

2 unchanged sentences

and OPKO Ireland Ltd., dated May 12, 2020.

Form of Exchange Agreement, dated as of May 6 , 2021, by and between OPKO Health Inc.

and the applicable Noteholder.

Asset Purchase Agreement, dated June 16, 2021, among EirGen Pharma Limited, Horizon Therapeutics Ireland DAC, and OPKO Health, Inc.

(with respect to certain sections).

License Agreement by and among EirGen Pharma Limited and Nicoya Macua Limited, dated June 18, 2021.

Exclusive License Agreement , dat ed July 6, 2021, by and between OPKO Health, Inc.

and CAMP4 Therapeutics Corporation .

Amended and Restated Credit Agreement, dated August 30, 2021, by and among by and among BioReference Laboratories, Inc., certain of its subsidiaries, and JPMorgan Chase Bank, N.A.

Shareholder Agreement , dated January 14, 2022, by and between OPKO Health, Inc.

and SEMA4 Holdings Corp.

Subsidiaries of the Company.

2 unchanged sentences

Certification by Adam Logal, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2021.

Certification by Phillip Certification by Phillip Frost, Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2020.

, Chief Executive Officer pursuant to 18 U.S.C.

Certification by Phillip Frost, Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2021.

10 unchanged sentences

(1) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2007, and incorporated herein by reference.

(2) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2008 and incorporated herein by reference.

(2) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2008 for the Company’s three-month period ended June 30, 2008, and incorporated herein by reference.

(4) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2008 for the Company’s three-month period ended September 30, 2008, and incorporated herein by reference.

(5) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2009 for the Company’s three-month period ended March 31, 2009, and incorporated herein by reference.

(6) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2009 for the Company’s three-month period ended June 30, 2009, and incorporated herein by reference.

(3) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2009, and incorporated herein by reference.

(4) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009 for the Company’s three-month period ended September 30, 2009, and incorporated herein by reference.

(9) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2010 for the Company’s three-month period ended March 31, 2010, and incorporated herein by reference.

(10) Filed with the Company’s Amendment to Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 3, 2011.

(11) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2010.

(12) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2011, and incorporated herein by reference.

(13) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2011 for the Company’s three-month period ended March 31, 2011, and incorporated herein by reference.

(5) Filed with the Company’s Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on July 5, 2011, and incorporated herein by reference.

1 unchanged sentence

(7) Filed with the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on July 28, 2011.

(17) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2012.

(18) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2012 for the Company’s three-month period ended March 31, 2012, and incorporated herein by reference.

(19) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012 for the Company’s three-month period ended September 30, 2012, and incorporated herein by reference.

(20) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2013, and incorporated herein by reference.

(21) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2013.

(22) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2013 for the Company’s three-month period ended March 31, 2013, and incorporated herein by reference.

(23) Filed with the Company’s Schedule 13D filed with the Securities and Exchange Commission on March 22, 2013, and incorporated herein by reference.

(24) Filed as Annex A to the Company’s Preliminary Joint Proxy Statement/Prospectus, Form S-4, with the Securities Exchange Commission on June 27, 2013, as amended, and incorporated herein by reference.

(8) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2013, and incorporated herein by reference.

(9) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013 for the Company’s three month period ended September 30, 2013, and incorporated herein by reference.

(27) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2015 for the Company’s three month period ended June 30, 2015, and incorporated herein by reference.

(28) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2015, and incorporated herein by reference.

(29) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2015, and incorporated herein by reference.

(30) Filed under Part II, Item 8, of the Bio-Reference Laboratories, Inc.

Form 10-K filed with the Securities and Exchange Commission on January 13, 2015 (File No.

0-15266), and incorporated herein by reference.

(31) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2016 and incorporated herein by reference.

(32) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016, and incorporated herein by reference.

(10) Filed with the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2016, and incorporated herein by reference.

(11) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2016 for the Company’s three month period ended June 30, 2016, and incorporated herein by reference.

(35) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2017 and incorporated herein by reference.

(36) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017 and incorporated herein by reference.

(12) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2018 and incorporated herein by reference.

(38) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2018 for the Company’s three month period ended June 30, 2018, and incorporated herein by reference

(13) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2019 and incorporated herein by reference.

(40) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2019 and incorporated herein by reference.

(41) Filed with the Company’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019 and incorporated herein by reference.

(14) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2019.

(15) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2019.

(44) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

(45) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2020 and incorporated herein by reference.

(16) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2020.

(17) Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2021 and incorporated herein by reference.

(18) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2021.

(19) Filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2021.

(20) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2021

(21) Filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2022.

FORM 10-K SUMMARY.

Schedule I - Condensed Financial Information of Registrant

15 unchanged sentences

Current maturities of operating leases 1,203 1,113

Liabilities associated with assets held for sale — —

Current portion of notes payable 2,615 3,765

7 unchanged sentences

690,082,283 and 670,585,576 shares issued at December 31, 2021 and 2020, respectively

Treasury Stock, at cost - 549,907 shares at December 31, 2020 and 2019, respectively (1,791) (1,791)

Treasury Stock, at cost - 8,655,082 and 549,907 shares at December 31, 2021 and 2020, respectively (1,791) (1,791)

Additional paid-in capital 3,222,487 3,152,694

39 unchanged sentences

Change in foreign currency translation and other comprehensive income (loss) (26,270) 17,845 (1,939)

Change in unrealized gain (loss), net of tax — — —

Reclassification adjustments due to adoption of ASU 2016-01 — — (4,876)

Reclassification adjustments for losses included in net loss, net of tax — — —

Comprehensive income (loss) $ (56,413) $ 48,431 $ (316,864)

14 unchanged sentences

Equity-based compensation – employees and non-employees 13,632 8,947 13,421

Realized loss (gain) on equity securities and disposal of fixed assets (10,324) (796) 208

Non-cash revenue from the transfer of intellectual property (3,801) — —

Realized gain on equity securities and disposal of fixed assets (2,981) (10,324) (796)

Change in fair value of derivative instruments 4,871 (6) 9,523

Loss on conversion of the 2025 Notes 11,111 — —

Adoption of ASC 326 and other — (1,311) —

5 unchanged sentences

Proceeds from sale of equity securities 8,078 15,110 —

Net cash used in investing activities (8,124) (153,576) (123,271)

Net cash provided by (used in) investing activities 75,686 (8,124) (153,576)

Cash flows from financing activities:

6 unchanged sentences

Redemption of 2033 Senior Notes — — (28,800)

Net cash provided (used in) by financing activities 756 239,789 148,674

Net cash provided by financing activities 1,080 756 239,789

Net increase (decrease) in cash and cash equivalents 20,852 (54,887) 43,903

19 unchanged sentences

As of December 31, 2021 and 2020, approximately $1.9 billion and $1.9 billion, respectively, of our Investments, net have not been eliminated in the parent company condensed financial statements.

The Parent Company Condensed Financial Statements included herein have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as substantially all the assets of BioReference, a wholly-owned subsidiary, and its subsidiaries are restricted from sale, transfer, lease, disposal or distributions to OPKO under the credit agreement with JPMorgan Chase Bank, N.A.

(the “Credit Agreement”), subject to certain exceptions.

BioReference and its subsidiaries’ net assets as of December 31, 2021 were approximately $1.1 billion, which includes goodwill of $283.0 million and intangible assets of $204.4 million.

2 unchanged sentences

Frost, pursuant to which the lender committed to provide us with an unsecured line of credit in the amount of $100 million.

Borrowings under this line of credit will bear interest at a rate of 11% per annum and may be repaid and reborrowed at any time.

The credit agreement includes various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under this line of credit.

This line of credit matures on February 25, 2025.

This line of credit also calls for a commitment fee equal to 0.25% per annum of the unused portion of the line.

As of December 31, 2020, no funds were borrowed under this line of credit.

The line of credit called for a commitment fee equal to 0.25% per annum of the unused portion of the line.

We terminated this line of credit in June 2021 and as of December 31, 2021, no amount was outstanding thereunder.

In February 2019, we issued $200.0 million aggregate principal amount of Senior Convertible Notes due 2025 (the “2025 Notes”) in an underwritten public offering.

12 unchanged sentences

We may not redeem the 2025 Notes prior to February 15, 2022.

We may redeem for cash any or all of the notes, at our option, on or after February 15, 2022, if the last reported sale price of our Common Stock has been at least 130% of the then current conversion price for the notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

No sinking fund is provided for the 2025 Notes.

4 unchanged sentences

and structurally junior to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries.

In May 2021, we entered into exchange agreements with certain holders of the 2025 Notes pursuant to which the holders exchanged $55.4 million in aggregate principal amount of the outstanding 2025 Notes for 19,051,270 shares of our Common Stock (the “Exchange”).

We recorded an $11.1 million non-cash loss related to the Exchange.

In conjunction with the issuance of the 2025 Notes, we agreed to loan up to 30,000,000 shares of our Common Stock to affiliates of the underwriter in order to assist investors in the 2025 Notes to hedge their position.

As of December 31, 2020, a total of 29,250,000 shares were issued under the share lending arrangement.

Following consummation of the Exchange, the number of outstanding borrowed shares of Common Stock was reduced by approximately 8,105,175 shares.

As of December 31, 2021 and 2020, a total of 21,144,825 and 29,250,000 shares were issued under the share lending arrangement, respectively.

We will not receive any of the proceeds from the sale of the borrowed shares, but we received a one-time nominal fee of $0.3 million for the newly issued shares.

7 unchanged sentences

Amortization of debt discount and debt issuance costs — 6,639 723 7,362

Conversion (55,420) 10,151 1,104 (44,165)

Balance at December 31, 2021 $ 144,580 $ (22,747) $ (2,473) $ 119,360

On November 8, 2018, we entered into a credit agreement with an affiliate of Dr.

Frost, pursuant to which the lender committed to provide us with an unsecured line of credit in the aggregate principal amount of $60 million.

The credit agreement was terminated on or around February 20, 2019 and we repaid the $28.8 million outstanding thereunder from the proceeds of the 2025 Notes offering.

In February 2018, we issued a series of 5% Convertible Promissory Notes (the “2023 Convertible Notes”) in the aggregate principal amount of $55.0 million.

9 unchanged sentences

The 2033 Senior Notes, which totaled $175.0 million in original principal amount, bear interest at the rate of 3.0% per year, payable semiannually on February 1 and August 1 of each year.

The 2033 Senior

Notes mature on February 1, 2033, unless earlier repurchased, redeemed or converted.

Upon a fundamental change as defined in the indenture, governing the 2033 Senior Notes, subject to certain exceptions, the holders may require us to repurchase all or any portion of their 2033 Senior Notes for cash at a repurchase price equal to 100% of the principal amount of the 2033 Senior Notes being repurchased, plus any accrued and unpaid interest to but not including the related fundamental change repurchase date.

The 2033 Senior Notes mature on February 1, 2033, unless earlier repurchased, redeemed or converted.

Upon a fundamental change as defined in the indenture, governing the 2033 Senior Notes, subject to certain exceptions, the holders may require us to repurchase all or

any portion of their 2033 Senior Notes for cash at a repurchase price equal to 100% of the principal amount of the 2033 Senior Notes being repurchased, plus any accrued and unpaid interest to but not including the related fundamental change repurchase date.

From 2013 to 2016, holders of the 2033 Senior Notes converted $143.2 million in aggregate principal amount into an aggregate of 21,539,873 shares of Common Stock.

11 unchanged sentences

In 2017, certain terms of the embedded derivatives expired pursuant to the original agreement and the embedded derivatives no longer met the criteria to be separated from the host contract and, as a result, the embedded derivatives were no longer required to be valued separate and apart from the 2033 Senior Notes and were reclassified to additional paid in capital.

In November 2015, BioReference and certain of its subsidiaries entered into the Credit Agreement, as amended from time to time, with JPMorgan Chase Bank, which provides for a $75.0 million secured revolving credit facility and includes a $20.0 million sub-facility for swingline loans and a $20.0 million sub-facility for the issuance of letters of credit.

The Credit Agreement matures on November 5, 2021 and is secured by substantially all assets of BioReference and its domestic subsidiaries, as well as a non-recourse pledge by us of our equity interest in BioReference.

In November 2015, BioReference and certain of its subsidiaries entered into a credit agreement with JPMorgan Chase Bank, N.A.

(“CB”), as lender and administrative agent, as amended (the “Credit Agreement”).

The Credit Agreement provides for a $75.0 million secured revolving credit facility and includes a $20.0 million sub-facility for swingline loans and a $20.0 million sub-facility for the issuance of letters of credit.

On August 30, 2021, the Credit Agreement was amended and restated (the “A&R Credit Agreement”).

The A&R Credit Agreement is guaranteed by all of BioReference’s domestic subsidiaries.

The A&R Credit Agreement is also secured by substantially all assets of BioReference and its domestic subsidiaries, as well as a non-recourse pledge by us of our equity interest in BioReference.

Availability under the A&R Credit Agreement is based on a borrowing base composed of eligible accounts receivables of BioReference and certain of its subsidiaries, as specified therein.

As of December 31, 2021, $64.8 million remained available for borrowing under the Credit Agreement.

Principal under the Credit Agreement is due upon maturity on August 30, 2024.

Note 3 Commitments and Contingencies

1 unchanged sentence

Note 4 Dividends

We received $45 million dividend payments from our consolidated subsidiaries for the year ended December 31, 2021.

We received a $12 million dividend payment from BioReference during the year ended December 31, 2020.

We did not receive any dividend payments from our consolidated subsidiaries for the years ended December 31, 2019 and 2018.

Note 5 Income Taxes

4 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 18, 2021 OPKO HEALTH, INC.

March 1, 2022 OPKO HEALTH, INC.

/s/ Phillip Frost, M.D.

5 unchanged sentences

/s/ Phillip Frost, M.D.

Chairman of the Board and Chief Executive February 18, 2021

Chairman of the Board and Chief Executive March 1, 2022

Phillip Frost, M.D.

(Principal Executive Officer)

Hsiao, Ph.D., MBA Vice Chairman and Chief Technical Officer February 18, 2021

Hsiao, Ph.D., MBA Vice Chairman and Chief Technical Officer March 1, 2022

Hsiao, Ph.D., MBA

/s/ Steven D.

Rubin Director and Executive Vice President – February 18, 2021

Rubin Director and Executive Vice President – March 1, 2022

Rubin Administration

/s/ Adam Logal Senior Vice President, Chief Financial Officer, February 18, 2021

/s/ Adam Logal Senior Vice President, Chief Financial Officer, March 1, 2022

Adam Logal Chief Accounting Officer and Treasurer

(Principal Financial Officer)

Cohen Director and Senior Vice President February 18, 2021

/s/ Robert S.

Director February 18, 2021

Cohen Director and Senior Vice President March 1, 2022

/s/ Richard Krasno, Ph.D.

Director February 18, 2021

Director March 1, 2022

Richard Krasno, Ph.D.

/s/ Richard A.

Director February 18, 2021

Paganelli Director February 18, 2021

Director March 1, 2022

Paganelli Director March 1, 2022

/s/ Richard C.

Pfenniger, Jr.

Director February 18, 2021

Director March 1, 2022

Pfenniger, Jr.

/s/ Alice Lin-Tsing Yu, M.D., Ph.D.

Director February 18, 2021

Director March 1, 2022

Alice Lin-Tsing Yu, M.D., Ph.D.

Exhibit Number Description

Amended and Restated Bylaws

Description of Securities

Subsidiaries of the Company.

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures