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OPKO Health Inc.

Regulatory Filings Mar 5, 2025

6963_rns_2025-03-05_169772f5-8d79-49d8-8076-27620e61e549.pdf

Regulatory Filings

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FORM 4 OMB APPROVAL
Instruction 1(b).
Instruction 10.
(Print or Type Responses)
Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Check this box to indicate that a transaction was
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
made pursuant to a contract, instruction or written
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
plan for the purchase or sale of equity securities of
the issuer that is intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c). See
1. Name and Address of Reporting Person *
Phillip Frost, M.D., ET AL
2. Issuer Name and Ticker or Trading Symbol
OPKO Health, Inc. [ OPK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(Last)
OPKO Health, Inc.
4400 Biscayne Blvd.
(First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year)
03/04/2025
__ X __ Director
__ X __ Officer (give title below)
__ X __ 10% Owner
_____ Other (specify below)
CEO & Chairman
(Street) 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line)

Miami, FL 33137 ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)
2. Transaction
Date (Month
/Day/Year)
2A. Deemed
Execution
Date, if any
3. Transaction
Code
(Instr. 8)
4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 3 and 4)
6.
Ownership
Form:
7. Nature
of Indirect
Beneficial
(Month/Day
/Year)
Code V Amount (A) or (D) Price Direct (D)
or Indirect
(I)
(Instr. 4)
Ownership
(Instr. 4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative
Security
(Instr. 3)
2. Conversion
or Exercise
Price of
Derivative
Security
3. Transaction
Date (Month
/Day/Year)
3A. Deemed
Execution
Date, if any
(Month/Day
/Year)
4. Transaction
Code
(Instr. 8)
5. Number of
Derivative Securities
Acquired (A) or
Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration
Date
(Month/Day/Year)
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)
9. Number
10.
of
Derivative
Securities
Beneficially
Ownership
Form of
Derivative
Security:
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration Date Title Amount or
Number of
Shares
Owned
Following
Reported
Transaction
(s)
(Instr. 4)
Direct (D)
or Indirect
(I)
(Instr. 4)
3.75% Convertible
Notes due 2029
\$ 1.15 (1) 03/04/2025 P \$ 250,000 09/15/2028(1) 01/15/2029 Common
Stock
217,391 \$ 436,500 \$
38,558,000
I See
Footnote
(2)
1. Name and Address of Reporting Person*
Phillip Frost, M.D., ET AL
(Last) (First)
OPKO Health, Inc.
4400 Biscayne Blvd.
(Middle)
(Street)
Miami
FL 33137
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X
X
Director
Officer (give title below)
CEO & Chairman
1. Name and Address of Reporting Person*
Frost Gamma Investments Trust
X 10% Owner
Other (specify below)
(Last) (First)
OPKO Health, Inc.
4400 Biscayne Blvd.
(Middle)
(Street)
Miami
FL 33137
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)

Explanation of Responses:

  • 1. The 3.75% Convertible Senior Notes due 2029 (the "Convertible Notes") were issued on January 9, 2024 under, and are governed by, an indenture, dated as of January 9, 2024 (the "Indenture"), by and between OPKO Health, Inc., a Delaware corporation (the "Company") and U.S. Bank Trust Company, National Association, as trustee. Prior to September 15, 2028, holders of the Convertible Notes have the right to convert such notes only in certain circumstances and during specified periods and thereafter, will be convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding January 15, 2029, which is the maturity date, at a conversion price of \$1.15, subject to adjustment as set forth in the Indenture. Interest accrues on the unpaid principal amount at a rate equal to 3.75% per annum and is payable semiannually in arrears on January 15 and July 15 of each year.
  • 2. The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Phillip Frost, M.D., Individually and as Trustee 03/04/2025

Signature of Reporting Person ** Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • * If the form is filed by more than one reporting person, see Instruction 4(b)(v).
  • ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

JOINT FILER INFORMATION

Name: Frost Gamma Investments Trust

Address: 4400 Biscayne Blvd. Miami, FL 33137

Designated Filer: Phillip Frost, M.D.

Issuer Name and Ticker Symbol: OPKO Health, Inc. (OPK)

Date of Earliest Transaction: March 4, 2025

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

By: /s/ Phillip Frost, M.D., as Trustee Phillip Frost, M.D., Trustee

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