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Item 9A. Controls and Procedures

2024-03-01 compared with 2023-02-27 · 211 added, 106 removed, 283 unchanged (53% of the section changed)

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Management ’ s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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OTHER INFORMATION

During the quarter ended December 31, 2023 , none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act or any “non-Rule 10b5 - 1 trading arrangement”, as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) Financial Statements:

Financial Statements:

See Part II, Item 8 of this report.

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Other schedules are omitted because they are not required.

(2) Exhibits:

See Index to Exhibits below.

INDEX TO EXHIBITS

Number Description

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 , filed with the Company ’ s Current Report on Form 8-K filed wit h the Securities and Exchange Commission on October 29 , 2019 , and incorporated here in by reference .

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 , filed with the Company ’ s Quarterly Report on Form 10-Q/A filed with t he Securities and Exchange Commission on Jul y 2 5, 2011, and inco r porated herein by reference .

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 , filed with the Company’s Quarterly Report on Form 10 ⁃ Q filed with the Securities and Exchange Commission on Novembe r 9, 20 12 for the Company’s three-month period ended September 30, 2012, and incorporated herein by reference .

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, filed with the Company ’ s Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on July 25, 2011, and incorporated herein by reference.

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.

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, filed with the Company ’ s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2022, and incorporated herein by reference .

A greement and Plan of Merger, dated as of May 9, 2022, by and among the Company, ModeX Therapeutics, Inc., Orca Acquisition Sub, Inc.

Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Company, ModeX Therapeutics, Inc., Orca Acquisition Sub, Inc.

Nabel, solely in the capacity of a representative of the Stockholders, filed with the Company ’ s Current Report on Form 8 ⁃ K filed with the Securities and Exchange Commission on May 13, 2022, and incorporated herein by reference.

Amended and Restated Certificate of Incorporation, as amended , 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.

Amended and Restated Bylaws , filed with the Company’s Annual Report on Form 10⁃ K filed with the Securities and Exchange Commission on Februar y 18 , 20 2 1 , and incorporated herein by reference .

Amended and Restated Bylaws , 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.

Certificate of Designation of Series D Preferred Stock , 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.

Amendment to Amended and Restated Certificate of Incorporation , filed with the Company ’ s Current Report on Form 8 ⁃ K filed with the Securities and Exchange Commission on June 21, 2019, and incorporated herein by reference .

Form of Common Stock Warrant , filed with the Company’s Current Report on Form 8⁃K filed with the Securities and Exchange Commission on April 2 , 200 7 , and incorporated herein by reference .

Form of Common Stock Warrant , 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 .

Indenture, dated January 30, 2013, between OPKO Health, Inc.

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Bank National Association, as trustee , 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.

Description of Securities , filed with the Company’s Annual Report on Form 10⁃K filed with the Securities and Exchange Commission on Februar y 18 , 2021, and incorporated herein by reference .

Description of Securities , 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 .

Indenture, dated January 9, 2024, by and between OPKO Health, Inc.

Bank Trust Company, National Association, as Trustee, filed with the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2024, and incorporated herein by reference.

Form of 3.75% Convertible Senior Note due 2029, incorporated by reference to Exhibit A of the Indenture filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2024.

Form of Director Indemnification Agreement , 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.

Form of Officer Indemnification Agreement , 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.

Form of Restricted Share Award Agreement for Directors , filed with the Company’s Quarterly Report on Form 10⁃Q filed with the Securities and Exchange Commission on N ovember 9 , 200 9 for the Company’s three-month period ended September 30, 200 9 , and incorporated herein by reference .

Form of Restricted Share Award Agreement for Directors , 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.

Exclusive License Agreement by and between TESARO, Inc.

and OPKO Health, Inc.

dated December 10, 2010 , filed with the Company’s Quarterly Report on Form 10- K /A filed with the Securities and Exchange Commission on Jul y 28 , 2011, and inco r porated herein by reference .

dated December 10, 2010, filed with the Company ’ s Quarterly Report on Form 10-K/A filed with the Securities and Exchange Commission on July 28, 2011, and incorporated herein by reference.

OPKO Health, Inc.

2016 Equity Incentive Plan , filed with the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on Marc h 25 , 201 6 , and incorporated herein by reference .

2016 Equity Incentive Plan, 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.

Development and License Agreement between OPKO Health, Inc.

and Vifor Fresenius Medical Care Renal Pharma Ltd., dated May 8, 2016 , filed with the Company’s Quarterly Report on Form 10⁃Q filed with the Securities and Exchange Commission on August 8 , 20 16 for the Company’s three-month period ende d June 30, 20 16 , and incorporated herein by reference .

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

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

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Amendment to Development and License Agreement between EirGen Pharma Ltd.

and Vifor Fresenius Medical Care Renal Pharma Ltd., dated May 5, 2020 , filed with the Company’s Quarterly Report on Form 10⁃Q filed with the Securities and Exchange Commission on July 31, 2020 for the Company’s three-month period ende d June 30, 20 20 , and incorporated herein by reference .

and Vifor Fresenius Medical Care Renal Pharma Ltd., dated May 5, 2020 , filed with the Company ’ s Quarterly Report on Form 10 ⁃ Q filed with the Securities and Exchange Commission on July 31, 2020 for the Company ’ s three-month period ended June 30, 2020, and incorporated herein by reference.

Amended and Restated Development and Commercialization License Agreement by and between Pfizer Inc.

and OPKO Ireland Ltd., dated May 12, 2020 , filed with the Company’s Quarterly Report on Form 10⁃Q filed with the Securities and Exchange Commission on July 31, 2020 for the Company’s three-month period ende d June 30, 2020, and incorporated herein by reference .

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

and the applicable Noteholder , filed with the Company’s Current Report on Form 8⁃K filed with the Securities and Exchange Commission on May 7, 20 2 1 , and incorporated herein by reference .

and OPKO Ireland Ltd., dated May 12, 2020 , filed with the Company ’ s Quarterly Report on Form 10 ⁃ Q filed with the Securities and Exchange Commission on July 31, 2020 for the Company ’ s three-month period ended June 30, 2020, and incorporated herein by reference.

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

(with respect to certain sections) , filed with the Company’s Quarterly Report on Form 10⁃Q filed with the Securities and Exchange Commission on July 29 , 202 1 for the Company’s three-month period ende d June 30, 202 1 , and incorporated herein by reference .

License Agreement by and among EirGen Pharma Limited and Nicoya Macua Limited, dated June 18, 2021 , filed with the Company’s Quarterly Report on Form 10⁃Q filed with the Securities and Exchange Commission on July 29, 2021 for the Company’s three-month period ende d June 30, 2021, and incorporated herein by reference .

(with respect to certain sections) , filed with the Company ’ s Quarterly Report on Form 10 ⁃ Q filed with the Securities and Exchange Commission on July 29, 2021 for the Company ’ s three-month period ended June 30, 2021, and incorporated herein by reference.

License Agreement by and among EirGen Pharma Limited and Nicoya Macua Limited, dated June 18, 2021 , filed with the Company ’ s Quarterly Report on Form 10 ⁃ Q filed with the Securities and Exchange Commission on July 29, 2021 for the Company ’ s three-month period ended June 30, 2021, and incorporated herein by reference.

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

and CAMP4 Therapeutics Corporation , filed with the Company’s Quarterly Report on Form 10⁃Q filed with the Securities and Exchange Commission on July 29, 2021 for the Company’s three-month period ende d June 30, 2021, and incorporated herein by reference .

and CAMP4 Therapeutics Corporation , filed with the Company ’ s Quarterly Report on Form 10 ⁃ Q filed with the Securities and Exchange Commission on July 29, 2021 for the Company ’ s three-month period ended June 30, 2021, and incorporated herein by reference.

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.

, filed with the Company’s Current Report on Form 8⁃K filed with the Securities and Exchange Commission on Septemb er 3 , 2021, and incorporated herein by reference .

, filed with the Company ’ s Current Report on Form 8 ⁃ K filed with the Securities and Exchange Commission on September 3, 2021, and incorporated herein by reference .

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

and SEMA4 Holdings Corp.

, filed with the Company’s Current Report on Form 8⁃K filed with the Securities and Exchange Commission on Januar y 18 , 202 2 , and incorporated herein by reference .

, filed with the Company ’ s Current Report on Form 8 ⁃ K filed with the Securities and Exchange Commission on January 18, 2022, and incorporated herein by reference .

Lock-up and Voting Agreement, dated as of May 9, 2022, by and among the Company, Dr.

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Settlement Agreement between United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services, and the Defense Health Agency, acting on behalf of the TRICARE Program, the Commonwealth of Massachusetts, acting through the Medicaid Fraud Division of the Office of Attorney General and on behalf of the Executive Office of Health and Human Services, limited to its role as the single state agency for Medicaid, the State of Connecticut, acting through the Attorney General of the State of Connecticut, BioReference Health, LLC and OPKO Health, Inc., and Jean Marie Crowley, effective July 14, 2022, filed with the Company ’ s Current Report on Form 8 ⁃ K filed with the Securities and Exchange Commission on July 15, 2022, and incorporated herein by reference.

Form of Amended 5% Convertible Promissory Note dated February 10, 2023.

Form of Amended 5% Convertible Promissory Note dated February 10, 2023 , filed as Exhibit 10.22 filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023, and incorporated herein by reference.

Waiver and Amendment No.

2 to the Amended and Restated Credit Agreement, dated June 29, 2023, by and among BioReference Health, LLC, certain of its subsidiaries, and JPMorgan Chase Bank, N.A., filed with the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2023 for the Company's three-month period ended June 30, 2023, and incorporated herein by reference .

License and Research Collaboration Agreement by and between ModeX Therapeutics, Inc., OPKO Health, Inc.

(with respect to certain sections), and Merck Sharp & Dohme LLC dated March 7, 2023, filed with the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 7, 2023 for the Company's three-month period ended March 31, 2023, and incorporated herein by reference.

Purchase Agreement, dated January 4, 2024, by and between the Company and J.P.

Morgan Securities LLC, as representative of the Initial Purchasers named therein, filed with the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2024, and incorporated herein by reference.

Convertible Note Purchase Agreement, dated as of January 4, 2024, by and among the Company and certain investors, including Frost Gamma Investments Trust and Jane H.

Hsiao, Ph.D., MBA, filed with the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2024, and incorporated herein by reference.

Subsidiaries of the Company.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2023.

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

OPKO Health, Inc.

Mandatory Recovery of Compensation Policy.

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Denotes management contract or compensatory plan or arrangement.

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Certain confidential material contained in the document has been omitted and filed separately with the Securities and Exchange Commission.

Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit.

The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S.

Securities and Exchange Commission or its staff upon request.

FORM 10-K SUMMARY.

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Cash and cash equivalents

$ 32,234 $ 104,783

Other current assets and prepaid expenses

Total current assets

Investments 1,665,355 1,870,743

34,642 119,449

1,577,938 1,665,355

Operating lease right-of-use assets

Other assets 4 1

Total assets $ 1,786,630 $ 1,900,986

$ 1,613,276 $ 1,786,630

LIABILITIES AND EQUITY

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Convertible notes

214,325 210,371

Deferred tax liabilities, net

Total long-term liabilities

214,804 211,543

Total liabilities

224,057 224,982

Common Stock - $ 0.01 par value, 1,000,000,000 shares authorized;

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Additional paid-in capital

3,433,006 3,421,872

Accumulated other comprehensive income (loss)

( 38,030 ) ( 43,323 )

Accumulated deficit

( 2,011,786 ) ( 1,822,923 )

Total shareholders’ equity

1,389,218 1,561,648

Total liabilities and equity

$ 1,613,276 $ 1,786,630

The accompanying Notes to Parent Company Condensed Financial Statements are an integral part of these statements.

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For the years ended December 31,

2022 2021 2020

Revenue from products

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Costs of revenue

739 2,347 1,279

Selling, general and administrative

46,359 46,882 66,483

Research and development

4,106 4,196 2,029

Gain on sale of GeneDx

— ( 18,559 ) —

Total costs and expenses

51,204 34,866 69,791

Operating loss

( 51,204 ) ( 34,866 ) ( 69,791 )

Other income and (expense), net:

Interest income

2,499 1,762 334

Interest expense

( 12,460 ) ( 13,688 ) ( 21,297 )

Fair value changes of derivative instruments, net

( 26 ) 12 ( 58 )

Other income (expense), net

Other income and (expense), net ( 166,721 ) ( 30,034 ) ( 12,310 )

( 16,593 ) ( 154,807 ) ( 9,013 )

Other expense, net

( 26,580 ) ( 166,721 ) ( 30,034 )

Loss before income taxes and investment losses

( 77,784 ) ( 201,587 ) ( 99,825 )

Income tax provision

( 19 ) ( 10 ) ( 2 )

Net loss before investments and loss from subsidiaries

( 77,803 ) ( 201,597 ) ( 99,827 )

Loss from investments in investees

( 107 ) ( 383 ) ( 629 )

Net income (loss) from subsidiaries, net of taxes

Net income (loss) $ ( 328,405 ) $ ( 30,143 ) $ 30,586

( 110,953 ) ( 126,425 ) 70,313

$ ( 188,863 ) $ ( 328,405 ) $ ( 30,143 )

The accompanying Notes to Parent Company Condensed Financial Statements are an integral part of these statements.

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$ ( 188,863 ) $ ( 328,405 ) $ ( 30,143 )

Net income (loss) $ ( 328,405 ) $ ( 30,143 ) $ 30,586

Other comprehensive income (loss), net of tax:

Change in foreign currency translation and other comprehensive income (loss)

Comprehensive income (loss) $ ( 341,233 ) $ ( 56,413 ) $ 48,431

5,293 ( 12,828 ) ( 26,270 )

Comprehensive loss

$ ( 183,571 ) $ ( 341,233 ) $ ( 56,413 )

The accompanying Notes to Parent Company Condensed Financial Statements are an integral part of these statements.

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For the years ended December 31,

2022 2021 2020

Cash flows from operating activities:

Net income (loss) $ ( 328,405 ) $ ( 30,143 ) $ 30,586

Adjustments to reconcile net income (loss) to net cash used in operating activities:

$ ( 188,863 ) $ ( 328,405 ) $ ( 30,143 )

Adjustments to reconcile net loss to net cash used in operating activities:

Non-cash interest

2,750 2,750 9,389

Amortization of deferred financing costs

1,154 1,093 722

Losses from investments in investees

(Income) loss from subsidiaries

110,953 126,425 ( 70,313 )

Equity-based compensation – employees and non-employees

11,414 18,509 13,632

Non-cash revenue from the transfer of intellectual property

— — ( 3,801 )

Realized gain on equity securities and disposal of fixed assets

( 364 ) — ( 2,981 )

Change in fair value of derivative instruments and equity securities

16,891 154,473 4,871

Loss on conversion of the 2025 Notes

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

Gain on sale of GeneDx

— ( 18,559 ) —

Changes in other assets and liabilities

11,559 ( 14,993 ) 10,970

Net cash used in operating activities

( 34,399 ) ( 58,324 ) ( 55,914 )

Cash flows from investing activities:

Investments in investees

( 5,000 ) — ( 2,000 )

Subsidiary financing

( 30,242 ) 23,866 69,608

Proceeds from sale of investments

Proceeds from sale of equity securities

— 115,423 8,078

Net cash (used in) provided by investing activities

( 34,878 ) 139,289 75,686

Cash flows from financing activities:

Proceeds from the exercise of Common Stock options and warrants

( 272 ) ( 774 ) 1,080

Redemption of 2033 Senior Notes

( 3,000 ) — —

Net cash (used in) provided by financing activities

( 3,272 ) ( 774 ) 1,080

Net increase (decrease) in cash and cash equivalents

( 72,549 ) 80,191 20,852

Cash and cash equivalents at beginning of period

104,783 24,592 3,740

Cash and cash equivalents at end of period

$ 32,234 $ 104,783 $ 24,592

SUPPLEMENTAL INFORMATION:

Interest paid

$ 8,135 $ 7,420 $ 8,515

Income taxes paid, net of refunds

$ 3,712 $ 8,037 $ 5,969

Non-cash financing:

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Common Stock options and warrants, surrendered in net exercise

$ 301 $ 1,268 $ —

Issuance of common stock for acquisition of ModeX

$ — $ 221,662 $ —

Fair value of shares included in consideration from GeneDx Holdings

$ 6,689 $ 172,000 $ —

The accompanying Notes to Parent Company Condensed Financial Statements are an integral part of these statements.

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BioReference’s restricted net assets exceeds 25 % of OPKO’s consolidated net assets of $ 1.4 billion as of December 31, 2023 .

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.

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

The 2025 Notes bear interest at a rate of 4.50 % per year, payable semiannually in arrears on February 15 and August 15 of each year.

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In addition, following certain corporate events that occur prior to the maturity date of the 2025 Notes or if we deliver a notice of redemption, in certain circumstances the indenture governing the 2025 Notes requires an increase in the conversion rate of the 2025 Notes for a holder who elects to convert its notes in connection with such a corporate event or notice of redemption, as the case may be.

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.

We may redeem for cash any or all of the 2025 Notes, at our option, 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.

No sinking fund is provided for the 2025 Notes.

100 % of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If we undergo a fundamental change, as defined in the indenture governing the 2025 Notes, prior to the maturity date of the 2025 Notes, holders may require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100 % of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2025 Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2025 Notes;

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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”).

In May 2021, we entered into the Exchange 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 during 2021.

Contemporaneously with the closing of our offering of the 2029 Convertible Notes (as defined in Note 22 ) on January 9, 2024, we repurchased approximately $ 144.4 million aggregate principal amount of the 2025 Notes for cash, using $ 146.3 million of the net proceeds from our issuance and sale of the 2029 Convertible 144A Notes, following which only $ 170 thousand aggregate principal amount of the 2025 Notes remained outstanding.

See Note 22 for additional information.

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.

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

As of December 31, 2022 and 2021, a total of 21,144,825 and 21,144,825 shares remained outstanding under the share lending arrangement, respectively.

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

As of December 31, 2023 and 2022 , a total of 21,144,825 shares remained outstanding under the Share Lending Arrangement.

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.

Shares of our Common Stock outstanding under the Share Lending Arrangement are excluded from the calculation of basic and diluted earnings per share.

The Share Lending Arrangement was terminated in connection with the closing of the offering of the 2029 Convertible Notes.

The following table sets forth information related to the 2025 Notes which is included in our Consolidated Balance Sheet as of December 31, 2023 :

(In thousands) 2025 Senior Notes Discount Debt Issuance Costs Total

(In thousands)

2025 Senior Notes

Debt Issuance Costs

Balance at December 31, 2022

$ 144,580 $ ( 2,484 ) $ 142,096

Amortization of debt discount and debt issuance costs

Adoption of ASU 2020-06 — 22,747 ( 1,105 ) 21,642

— 1,154 1,154

Balance at December 31, 2023

$ 144,580 $ ( 1,330 ) $ 143,250

In August 2020, the FASB issued ASU No.

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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.

The 2023 Convertible Notes mature 5 years from the date of issuance.

Each holder of a 2023 Convertible Note has the option, from time to time, to convert all or any portion of the outstanding principal balance of such 2023 Convertible Note, together with accrued and unpaid interest thereon, into shares of our Common Stock at a conversion price of $ 5.00 per share.

We may redeem all or any part of the then issued and outstanding 2023 Convertible Notes, together with accrued and unpaid interest thereon, pro rata among the holders, upon no fewer than 30 days, and no more than 60 days, notice to the holders.

The 2023 Convertible Notes contain customary events of default and representations and warranties of OPKO.

The original maturity of the 2023 Convertible Notes was five years following the date of issuance and each holder of a 2023 Convertible Note originally had the option, from time to time, to convert all or any portion of the outstanding principal balance of such 2023 Convertible Note, together with accrued and unpaid interest thereon, into shares of our Common Stock at a conversion price of $ 5.00 per share.

On February 10, 2023, we amended the 2023 Convertible Notes to extend their maturity to January 31, 2025 and reset the conversion price to the 10 day volume weighted average price immediately preceding the date of the amended notes, plus a 25 % conversion premium, or $ 1.66 per share.

Interest under the 2023 Convertible Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance, until the principal and accrued and unpaid interest, are paid in full.

Purchasers of the 2023 Convertible Notes included an affiliate of Dr.

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Hsiao, Ph.D., MBA, our Vice-Chairman and Chief Technical Officer.

In January 2013, we entered into note purchase agreements with respect to the issuance and sale of our 3.0 % Senior Notes due 2033 (the “2033 Senior Notes”) in a private placement exempt from registration under the Securities Act.

We issued the

2033 Senior Notes on January 30, 2013.

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.

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.

On February 1, 2019, approximately $ 28.8 million aggregate principal amount of 2033 Senior Notes were tendered by holders pursuant to such holders’ option to require us to repurchase the 2033 Senior Notes as set forth in the indenture, governing the 2033 Senior Notes, following which repurchase only $ 3.0 million aggregate principal amount of the 2033 Senior Notes remained outstanding.

Holders of the remaining $ 3.0 million principal amount of the 2033 Senior Notes may require us to repurchase such notes for 100 % of their principal amount, plus accrued and unpaid interest, on February 1, 2023, on February 1, 2028, or following the occurrence of a fundamental change as described above.

Contemporaneously with the closing of the offering of the 2029 Convertible Notes (as defined in Note 22 ) on January 9, 2024, we issued and sold approximately $ 71.1 million aggregate principal amount of the 2029 Convertible Affiliate Notes (as defined in Note 22 ) in exchange for all $ 55.0 million aggregate principal amount of the outstanding 2023 Convertible Notes, including approximately $ 16.1 million of accrued but unpaid interest thereon, following which no 2023 Convertible Notes remained outstanding.

See Note 22 for additional information.

In January 2013, we issued an aggregate of $ 175.0 million of our 3.0 % Senior Notes due 2033 (the “2033 Senior Notes”) in a private placement.

The 2033 Senior Notes bear interest at the rate of 3.0 % per year, payable semiannually on February 1 and August 1 of each year and mature on February 1, 2033, unless earlier repurchased, redeemed or converted.

From 2013 to 2016, holders of the 2033 Senior Notes converted $ 143.2 million in aggregate principal amount into Common Stock, and, on February 1, 2019, approximately $ 28.8 million aggregate principal amount of 2033 Senior Notes were tendered by holders pursuant to such holders’ option to require us to repurchase the 2033 Senior Notes.

During the year ended December 31, 2023, we paid approximately $ 3.0 million to purchase 2033 Senior Notes in accordance with the indenture governing the 2033 Senior Notes, following which $ 50.6 thousand 2033 Senior Notes remained outstanding.

The terms of the 2033 Senior Notes, include, among others:

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We concluded that the embedded derivatives within the 2033 Senior Notes met these criteria and, as such, were valued separate and apart from the 2033 Senior Notes and recorded at fair value each reporting period.

For accounting and financial reporting purposes, we combined these embedded derivatives and valued them together as one unit of accounting.

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 a credit agreement with JPMorgan Chase Bank, N.A.

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

As amended, 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.

In November 2015, BioReference and certain of its subsidiaries entered into a credit agreement (as amended (the “Credit Agreement”) with JPMorgan Chase Bank, N.A.

(“CB”), as lender and administrative agent.

The Credit Agreement originally provided for a $ 75.0 million secured revolving credit facility and currently 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 June 29, 2023, the Company entered into an amendment to the Credit Agreement (the "Credit Agreement Amendment"), which, among other things, (i) replaced the London interbank offered rate (LIBOR) with the forward-looking term rate based on the secured overnight financing rate (the "SOFR Rate") as the interest rate benchmark, (ii) reduced the aggregate revolving commitment from $ 75,000,000 to $ 50,000,000 , (iii) provided a revised commitment fee rate, and (iv) extended the maturity date from August 2024 to the earlier of August 2025, and 90 days prior to the maturity date of any indebtedness of the Company in an aggregate principal amount exceeding $7,500,000.

The Credit Agreement is guaranteed by all of BioReference’s domestic subsidiaries and 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.

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Principal under the Credit Agreement is due upon maturity on August 30, 2025.

At BioReference’s option, borrowings under the Credit Agreement (other than swingline loans) bear interest at (i) the CB floating rate (defined as the higher of (a) the prime rate and (b) the LIBOR rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) for an interest period of one month plus 2.50 %) plus an applicable margin of 0.75 % or (ii) the LIBOR rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) plus an applicable margin of 1.75 %.

At BioReference’s option, borrowings under the Credit Agreement (other than swingline loans) bear interest at (i) the CB floating rate (defined as the higher of ( x ) the prime rate and (y) the SOFR Rate for an interest period of one month plus 2.50 % and a benchmark spread adjustment of 0.10 %) plus an applicable margin of 1.00%;

or (ii) the SOFR Rate plus a benchmark spread adjustment of 0.10 % and an applicable margin of 2.00 %.

Swingline loans will bear interest at the CB floating rate plus the applicable margin.

The Credit Agreement also calls for other customary fees and charges, including an unused commitment fee of 0.400 % if the average quarterly availability is 50% or more of the revolving commitment, or 0.275 % if the average quarterly availability is less than or equal to 50% of the revolving commitments.

As of December 31, 2022 and 2021, $ 18.1 million amount and no amount, respectively, was outstanding under the Credit Agreement.

The Credit Agreement contains customary covenants and restrictions, including, without limitation, covenants that require BioReference and its subsidiaries to maintain a minimum fixed charge coverage ratio if availability under the new credit facility falls below a specified amount and to comply with laws and restrictions on the ability of BioReference and its subsidiaries to incur additional indebtedness or to pay dividends and make certain other distributions to the Company, subject to certain

exceptions as specified therein.

As of December 31, 2023 and 2022 , $ 12.7 million and $ 18.1 million, respectively, was outstanding under the Credit Agreement.

Failure to comply with these covenants would constitute an event of default under the Credit Agreement, notwithstanding the ability of BioReference to meet its debt service obligations.

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As of December 31, 2023 , BioReference and its subsidiaries had net assets of approximately $ 488.3 million, which included goodwill of $ 283.0 million and intangible assets of $ 167.8 million.

On April 29, 2022, the Credit Agreement was amended to, among other things, (i) waive specified defaults under the Credit Agreement resulting from certain internal reorganization transactions that resulted in both BioReference and GeneDx changing their respective forms of organization from New Jersey corporations to Delaware limited liability companies, (ii) provide for the disposition of GeneDx pursuant to the transactions contemplated by the GeneDx Merger Agreement, (iii) amend certain reporting requirements under the Credit Agreement and (iv) provide that the borrowers under the Credit Agreement may effect certain restricted payments to the extent necessary for their parent entities to pay income tax in respect of income earned by the borrowers.

Note 3 Commitments and Contingencies

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Note 4 Dividends

We received $ 33 million and $ 45 million dividend payments from our consolidated subsidiaries for the years ended December 31, 2022 and 2021, respectively.

We received $ 0.0 milion and $ 33 million dividend payments from our consolidated subsidiaries for the years ended December 31, 2023 and 2022 , respectively.

Note 5 Income Taxes

2 unchanged sentences

Note 6 Subsequent Events

On January 2023, in conjunction with a underwritten public offering, we invested $ 5.0 million for 14,285,714 shares of GeneDx Holdings Class A common stock at a public offering price of $ 0.35 per share.

On or about February 10, 2023, the Company amended the 2023 Convertible Notes to extend the maturity to January 31, 2025, and to reset the conversion price to the 10 day volume weighted average price immediately preceding the date of the amended note, plus a 25 % conversion premium, or $ 1.66 .

In addition, under the terms of the 2023 Convertible Note, interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance, until the principal and accrued and unpaid interest, are paid in full.

The remaining provisions of the original note are unchanged.

In January 2024, we completed a private offering of $ 230.0 million aggregate principal amount of our 3.75 % Convertible Senior Notes due 2029 (the “2029 Convertible 144A Notes”) in accordance with the terms of a note purchase agreement (the “144A Note Purchase Agreement”) entered into by and between by the Company and J.P.

Morgan Securities LLC (the “Initial Purchaser”).

The $ 230.0 million aggregate principal amount of 2029 Convertible 144A Notes included $ 30.0 million aggregate principal amount of 2029 Convertible 144A Notes purchased on the Closing Date by the Initial Purchaser in accordance with its exercise in full of its option to purchase additional 2029 Convertible 144A Notes under the 144A Note Purchase Agreement.

We received net proceeds from the issuance of the 2029 Convertible 144A Notes of approximately $ 222.0 million, after deducting fees and estimated offering expenses payable by us.

We used approximately $ 50.0 million of the net proceeds from the offering of the 2029 Convertible 144A Notes to repurchase shares of our Common Stock from purchasers of the 2029 Convertible 144A Notes in privately negotiated transactions effected with or through the Initial Purchaser or its affiliate.

The purchase price per share of the Common Stock repurchased in such transactions equaled the closing sale price of the Common Stock on January 4, 2024, which was $ 0.9067 per share.

Also, contemporaneously with the pricing of the 2029 Convertible 144A Notes, we entered into separate, privately negotiated transactions with certain holders of our outstanding 2025 Notes to repurchase, on the closing date, approximately $ 144.4 million aggregate principal amount of such notes.

We effected such repurchases for cash, using $ 146.3 million of the net proceeds from the offering of the 2029 Convertible 144A Notes.

Additionally, we issued and sold approximately $ 71.1 million aggregate principal amount of our 3.75% Convertible Senior Notes due 2029 (the “2029 Convertible Affiliate Notes” and, together with the 2029 Convertible 144A Notes, the “2029 Convertible Notes” of the "notes") pursuant to the terms of a note purchase agreement entered into on January 4, 2024 ( the “Affiliate Note Purchase Agreement”) by and among the Company and certain investors including, Frost Gamma Investments Trust, a trust controlled by Phillip Frost, M.D., our Chairman and Chief Executive Officer, and Jane H.

Hsiao, Ph.D., MBA, our Vice-Chairman and Chief Technical Officer (collectively, the “Affiliate Purchasers”).

Pursuant to the Affiliate Note Purchase Agreement, we issued and sold the 2029 Convertible Affiliate Notes to the Affiliate Purchasers in exchange for the entirety of the $ 55.0 million aggregate principal amount of our outstanding 2023 Convertible Notes, together with approximately $ 16.1 million of accrued but unpaid interest thereon, held by the Affiliate Purchasers.

Following such exchange, no 2023 Convertible Notes remained outstanding.

Holders may convert their 2029 Convertible Notes at their option prior to the close of business on the business day immediately preceding September 15, 2028 only under the following circumstances:

( 1 ) during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 ( and only during such calendar quarter), if the last reported sale price of our Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the applicable conversion price on each applicable trading day;

( 2 ) during the five consecutive business day period after any ten consecutive trading day period (the “convertible note measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the convertible note measurement period was less than 98 % of the product of the last reported sale price of our Common Stock and the applicable conversion rate on each such trading day;

or ( 3 ) upon the occurrence of specified corporate events specified in the indenture governing the 2029 Convertible Notes.

On or after September 15, 2028 until the close of business on the business day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing conditions.

Upon conversion of a note, we will pay or deliver, as the case may be, cash, shares of our Common Stock or a combination of cash and shares of our Common Stock, at our election.

However, we will be required to elect to deliver solely cash or, subject to certain limitations, a combination of cash and shares of our Common Stock upon conversion, unless and until we have duly authorized and reserved for issuance (by all necessary corporate action and arrangements with the transfer agent for our Common Stock) upon conversion of the notes a number of authorized shares of our Common Stock that have not been issued or reserved for any other purpose, and/or a number of treasury shares of our Common Stock that have not been reserved for any other purpose, equal to the maximum number of underlying shares.

The conversion rate is initially equal to 869.5652 shares of Common Stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $ 1.15 per share of Common Stock).

The conversion rate for the 2029 Convertible Notes will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest.

In addition, following certain corporate events that occur prior to the maturity date of the notes, in certain circumstances we will increase the conversion rate of the 2029 Convertible Notes for a holder who elects to convert its notes in connection with such a corporate event.

We may not redeem the notes prior to the maturity date, and no sinking fund is provided for the notes.

If we undergo a fundamental change, holders may require us to purchase the notes in whole or in part for cash at a fundamental change purchase price equal to 100 % of the principal amount of the notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

The 2029 Convertible Notes are our senior unsecured obligations and rank senior in right of payment to any indebtedness that is expressly subordinated in right of payment to the notes, and equal in right of payment with all of our existing and future unsecured indebtedness that is not so subordinated.

The notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future liabilities (including trade payables) of our subsidiaries (including, without limitation, liabilities of our subsidiaries under the Credit Agreement).

The indenture governing the notes provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, the following:

nonpayment of principal or interest;

breach of covenants or other agreements in the indenture;

defaults in failure to pay certain other indebtedness;

judgment defaults;

and certain events of bankruptcy or insolvency.

Generally, if an event of default occurs and is continuing under the indenture, the trustee thereunder or the holders of at least 25% in aggregate principal amount of the notes then outstanding may declare 100% of the principal of and accrued and unpaid interest, if any on all then-outstanding notes to be immediately due and payable.

In certain circumstances, we may, for a period of time, elect to pay additional interest on the notes as the sole remedy to holders of the notes in the case of an event of default related to certain failures by us to comply with certain reporting covenants in the indenture.

Effective January 22, 2024, the Company terminated its share lending agreement, dated as of February 4, 2019 ( the “Share Lending Agreement”), entered into with Jefferies Capital Services, LLC (the “Share Borrower”), pursuant to which the Company lent to the Share Borrower approximately 30 million shares of its Common Stock in connection with the 2019 issuance of its $ 200.0 million aggregate principal amount of the 2025 Notes.

The amount of outstanding borrowed shares was subsequently reduced by approximately 8,313,000 shares and concurrent with the termination of the Share Lending Agreement, all shares have been returned to the Company to be held as treasury shares.

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 27, 2023 OPKO HEALTH, INC.

March 1, 2024

OPKO HEALTH, INC.

/s/ Phillip Frost, M.D.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Phillip Frost, M.D.

Chairman of the Board and Chief Executive February 27, 2023

Chairman of the Board and Chief Executive

March 1, 2024

Phillip Frost, M.D.

(Principal Executive Officer)

Hsiao, Ph.D., MBA Vice Chairman and Chief Technical Officer February 27, 2023

Hsiao, Ph.D., MBA

Vice Chairman and Chief Technical Officer

March 1, 2024

Hsiao, Ph.D., MBA

Zerhouni, M.D.

Vice Chairman and President February 27, 2023

Vice Chairman and President

March 1, 2024

Zerhouni, M.D.

/s/ Steven D.

Rubin Director and Executive Vice President – February 27, 2023

Rubin Administration

/s/ Adam Logal Senior Vice President, Chief Financial Officer, February 27, 2023

Adam Logal Chief Accounting Officer and Treasurer

Director and Executive Vice President –

March 1, 2024

Administration

/s/ Adam Logal

Senior Vice President, Chief Financial Officer,

March 1, 2024

Chief Accounting Officer and Treasurer

(Principal Financial Officer)

Nabel, M.D., Ph.D.

Director, Chief Innovation Officer February 27, 2023

Director, Chief Innovation Officer

March 1, 2024

Nabel, M.D., Ph.D.

/s/ Alexis Borisy Director February 27, 2023

/s/ Alexis Borisy

March 1, 2024

Alexis Borisy

/s/ Richard Krasno, Ph.D.

Director February 27, 2023

March 1, 2024

Richard Krasno, Ph.D.

Lachman, M.D.

Director February 27, 2023

Paganelli Director February 27, 2023

March 1, 2024

/s/ Richard C.

Pfenniger, Jr.

Director February 27, 2023

March 1, 2024

Pfenniger, Jr.

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

Director February 27, 2023

March 1, 2024

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

Exhibit Number Description

Form of Amended 5% Convertible Promissory Note dated February 10, 2023.

Exhibit Number

Subsidiaries of the Company.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2023.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 101.INS

Inline XBRL Instance Document

Exhibit 101.SCH

Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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