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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-01 · 29 added, 319 removed, 175 unchanged (67% of the section changed)

19 unchanged sentences

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 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023.

Except to the extent included below, 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 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics.

We require all employees, including our principal executive officer, principal financial officer, principal accounting officer and other senior officers and our employee directors, to read and to adhere to the Code of Business Conduct and Ethics in discharging their work-related responsibilities.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available on our website at http://www.OPKO.com.

Any amendment to, or waivers of, the Code of Business Conduct and Ethics will be disclosed on our website promptly following the date of such amendment or waiver.

Insider Trading Policy

We have adopted an Insider Trading Policy which governs the purchase, sale and/or any other dispositions of our securities by the Company and its directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements:

See Part II, Item 8 of this report.

Schedule I - Condensed Financial Information of Registrant.

Additionally, the financial statement schedule entitled “Schedule II – Valuation and Qualifying Accounts” has been omitted since the information required is included in the consolidated financial statements and notes thereto.

Other schedules are omitted because they are not required.

See Index to Exhibits below.

6 unchanged sentences

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.

Asset Purchase Agreement, dated as of March 27, 2024 by and among BioReference Health, LLC, OPKO Health, Inc.

and Laboratory Corporation of America Holdings, filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2024, 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.

2 unchanged sentences

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 .

Composite Amended and Restated Certificate of Incorporation of OPKO Health, Inc., filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024, and incorporated herein by reference.

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

7 unchanged sentences

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 3.75% Convertible Senior Note due 2029, incorporated by reference to Exhibit A of the Indenture filed as Exhibit 4.1 to the Company’s 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.

3 unchanged sentences

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 July 28, 2011, and incorporated herein by reference.

dated December 10, 2010, filed with the Company’s Annual 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.

11 unchanged sentences

(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.

License Agreement by and among EirGen Pharma Limited and Nicoya Macau 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.

18 unchanged sentences

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.

(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 May 3, 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.

2 unchanged sentences

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.

Note Purchase Agreement dated July 17, 2024 by and among the Company, certain purchasers party thereto, OPKO Biologics Limited, Eirgen Pharma Ltd.

and HCR Injection SPV, LLC as agent, filed with the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024, and incorporated herein by reference.

Form of Note dated July 17, 2024, filed with the Company's Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on August 7, 2024, and incorporated herein by reference.

OPKO Health, Inc.

Related Party Transaction Policy.

Subsidiaries of the Company.

7 unchanged sentences

OPKO Health, Inc.

Mandatory Recovery of Compensation Policy.

Mandatory Recovery of Compensation Policy filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2024, and incorporated herein by reference.

XBRL Taxonomy Extension Schema Document

9 unchanged sentences

Securities and Exchange Commission or its staff upon request.

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and such portions are not material.

The Company will supplementally provide a copy of an unredacted copy of this exhibit to the U.S.

Securities and Exchange Commission or its staff upon request.

FORM 10-K SUMMARY.

Schedule I - Condensed Financial Information of Registrant

OPKO Health, Inc.

PARENT COMPANY CONDENSED BALANCE SHEETS

(In thousands, except share and per share data)

Current assets:

Cash and cash equivalents

$ 32,234 $ 104,783

Other current assets and prepaid expenses

Total current assets

34,642 119,449

1,577,938 1,665,355

Operating lease right-of-use assets

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

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

Accrued expenses

Current maturities of operating leases

Current portion of convertible notes

Current portion of notes payable

Total current liabilities

Operating lease liabilities

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;

781,936,885 and 781,306,164 shares issued at December 31, 2023 and 2022, respectively

Treasury Stock, at cost - 8,655,082 shares at December 31, 2023 and 2022, respectively

( 1,791 ) ( 1,791 )

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.

OPKO Health, Inc.

PARENT COMPANY CONDENSED STATEMENTS OF INCOME

(In thousands)

For the years ended December 31,

Revenue from products

Revenue from transfer of intellectual property and other

Total revenues

Costs and expenses:

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

( 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

( 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.

OPKO Health, Inc.

PARENT COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

For the years ended December 31,

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

Other comprehensive income (loss), net of tax:

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

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.

OPKO Health, Inc.

PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

For the years ended December 31,

Cash flows from 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

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:

Shares issued upon the conversion of:

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.

OPKO Health, Inc.

Notes to Parent Company Condensed Financial Statements

Organization and Basis of Presentation

We are a diversified healthcare company that seeks to establish industry-leading positions in large and rapidly growing medical markets.

The parent company condensed financial statements included in this Schedule I represent the financial statements of OPKO Health, Inc., the parent company (or “OPKO”), on a stand-alone basis and do not include results of operations from our consolidated subsidiaries.

The Parent Company Condensed Financial Statements should be read in conjunction with our audited consolidated financial statements included in Item 8 of Part II of this Form 10 -K.

As of December 31, 2023 and 2022 , approximately $ 1.6 billion and $ 1.7 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 A&R Credit Agreement (as defined below), subject to certain exceptions.

BioReference and its subsidiaries’ net assets as of December 31, 2023 were approximately $ 488.3 million, which includes goodwill of $ 283.0 million and intangible assets of $ 167.8 million.

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 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.

The 2025 Notes mature on February 15, 2025, unless earlier repurchased, redeemed or converted.

Holders may convert their 2025 Notes into shares of Common Stock at their option at any time prior to the close of business on the business day immediately preceding November 15, 2024 only under the following circumstances:

( 1 ) during any calendar quarter commencing after the calendar quarter ended March 31, 2019 ( 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 a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

( 2 ) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our Common Stock and the conversion rate on each such trading day;

( 3 ) if we call any or all of the 2025 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date;

or ( 4 ) upon the occurrence of specified corporate events set forth in the indenture governing the 2025 Notes.

On or after November 15, 2024, until the close of business on the business day immediately preceding the maturity date, holders of the 2025 Notes may convert their notes at any time, regardless of the foregoing conditions.

Upon conversion, 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.

The initial and current conversion rate for the 2025 Notes is 236.7424 shares of Common Stock per $1,000 principal amount of 2025 Notes (equivalent to a conversion price of approximately $ 4.22 per share of Common Stock).

The conversion rate for the 2025 Notes is subject to adjustment in 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 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 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.

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;

equal in right of payment to any of our existing and future liabilities that are not so subordinated;

effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness;

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

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 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

Debt Issuance Costs

Balance at December 31, 2022

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

Amortization of debt discount and debt issuance costs

— 1,154 1,154

Balance at December 31, 2023

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

In August 2020, the FASB issued ASU No.

2020 - 06, “Debt—Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815 - 40 ).” ASU 2020 - 06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock.

The ASU is effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted.

As required, we adopted ASU 2020 - 06 on January 1, 2022 and used the modified retrospective approach for all convertible debt instruments at the beginning of the period of adoptions.

Results for reporting periods beginning January 1, 2022 are presented under ASU 2020 - 06, while prior period amounts were not adjusted and continue to be reported in accordance with historic accounting guidance.

Under the modified approach, entities applied the guidance to all financial instruments that are outstanding as of the beginning of the year of adoption with the cumulative effect recognized as an adjustment to the opening balance of retained earnings.

ASU 2020 - 06 eliminates the cash conversion and beneficial conversion feature models in ASC 470 - 20 that require an issuer of certain convertible debt and preferred stock to separately account for embedded conversion features as a component of equity.

The adoption of ASU 2020 - 06 at January 1, 2022 resulted in an increase of the 2025 Convertible notes of $ 21.6 million, a reduction of the Accumulated deficit of $ 17.5 million and a reduction of Additional paid-in capital of $ 39.1 million.

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 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.

Phillip Frost, M.D., our Chairman and Chief Executive Officer, and Dr.

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

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:

(i) rights to convert the notes into shares of our Common Stock, including upon a fundamental change;

and (ii) a coupon make-whole payment in the event of a conversion by the holders of the 2033 Senior Notes on or after February 1, 2017 but prior to February 1, 2019.

We determined that these specific terms were embedded derivatives.

Embedded derivatives are required to be separated from the host contract, the 2033 Senior Notes, and carried at fair value when:

(a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract;

and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument.

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.

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.

Availability under the 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, 2023 , $ 7.5 million remained available for borrowing under the Credit Agreement.

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 ( 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, 2023 and 2022 , $ 12.7 million and $ 18.1 million, 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.

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.

The Credit Agreement also includes various customary remedies for the lenders following an event of default, including the acceleration of repayment of outstanding amounts under the Credit Agreement and execution upon the collateral securing obligations under the Credit Agreement.

Substantially all the assets of BioReference and its subsidiaries are restricted from sale, transfer, lease, disposal or distributions to the Company, subject to certain exceptions.

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.

Note 3 Commitments and Contingencies

See Note 14 of our Consolidated Financial Statements in Item 8 of Part II of this Form 10 -K for a discussion of our commitments and contingencies.

Note 4 Dividends

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

The Parent Company Condensed Financial Statements recognize the current and deferred income tax consequences that result from our activities during the current and preceding periods pursuant to the provisions of Accounting Standards Codification Topic 740, Income Taxes (ASC 740 ), as if we were a separate taxpayer rather than a member of the consolidated income tax return group.

The tax expense and benefit recorded in OPKO’s consolidated financial statements was the result of activity at the subsidiaries and therefore all tax benefit and expense was reported in the Net income (loss) from subsidiaries, net of taxes line in the Condensed Statement of Income.

Note 6 Subsequent Events

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.

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Nabel, M.D., Ph.D.

/s/ Alexis Borisy

March 1, 2024

Alexis Borisy

/s/ Richard Krasno, Ph.D.

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Exhibit Number

OPKO Health, Inc.

Related Party Transaction Policy.

Subsidiaries of the Company.

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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