ITEM 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 3.02 of this Current Report on Form 8-K is
incorporated by reference in this Item 1.01.
ITEM 3.02. Unregistered Sales of Equity Securities.
On May 6, 2021, OPKO Health Inc., a Delaware corporation (the "Company"),
entered into exchange agreements (the "Exchange Agreements" and each an
"Exchange Agreement") with certain noteholders (the "Noteholders") of the
Company's 4.50% Convertible Senior Notes due 2025 (the "2025 Notes"), pursuant
to which the Noteholders have agreed to exchange (the "Exchange") $55.42 million
in aggregate principal amount of the Company's outstanding 2025 Notes (the
"Exchanged Notes") for shares of the Company's common stock, par value $0.01 per
share ("Common Stock"). Pursuant to the Exchange Agreements, the number of
shares of Common Stock to be issued by the Company to the Noteholders upon
consummation of the Exchange (the "Offered Shares") will be determined based
upon a volume-weighted-average-price per share of Common Stock, subject to a
floor of $3.50 per share, during a four-trading-day averaging period, commencing
on the trading day immediately following the date of each Exchange Agreement.
The Company has agreed to pay the Noteholders accrued and unpaid interest on the
Exchanged Notes in cash. The offer and sale of the Offered Shares is being made
pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, as the
Exchange is being effected between the Company and existing security holders,
and no commission or other remuneration is being paid or given directly or
indirectly for soliciting the Exchange.
The foregoing description of the Exchange Agreements is only a summary and is
qualified in its entirety by reference to the full text of the form of Exchange
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference in Item 1.01 and Item 3.02.
ITEM 8.01. Other Events.
As previously reported, in connection with the Company's original issuance of
its $200.0 million aggregate principal amount of the 2025 Notes, the Company
entered into a share lending agreement, dated as of February 4, 2019 (the "Share
Lending Agreement"), together with Jefferies Capital Services, LLC (the "Share
Borrower"), under which the Company agreed to lend to the Share Borrower up to
30.0 million shares of Common Stock. As previously reported, on February 7,
2019, the Company issued 29.25 million shares of Common Stock and loaned them to
the Share Borrower under the Share Lending Agreement. The Company currently
expects that, upon consummation of the Exchange, there will be a pro rata
reduction in the outstanding borrowed shares of Common Stock.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Exchange Agreement, dated as of May 6, 2021, by and between OPKO
Health Inc. and the applicable Noteholder.
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document
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Exhibit Index
Exhibit No. Description
10.1 Form of Exchange Agreement, dated as of May 6, 2021, by and between OPKO
Health Inc. and the applicable Noteholder.
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