OPKO Health Inc.

Regulatory Filings • Feb 15, 2023

FORM 4 Check this box if no longer subject to

Section 16. Form 4 or

Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 5 obligations may continue. See STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person Hsiao, Ph.D. Jane H			2. Issuer Name and Ticker or Trading Symbol OPKO Health, Inc. [OPK]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ____ 10% Owner X
(Last)	(First) (Middle) OPKO Health, Inc. 4400 Biscayne Blvd.		3. Date of Earliest Transaction (Month/Day/Year) 02/10/2023	Director Officer (give title below)____ Other (specify below) X Vice Chairman & CTO
(Street) Miami (City)	FL (State)	33137 (Zip)	4. If Amendment, Date Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person ____ Form filed by More than One Reporting Person

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)	6. Ownership Form:	7. Nature of Indirect Beneficial
		(Month/Day/Year)	Code	V	Amount	(A) or (D)	Price	(Instr. 3 and 4)	Direct (D) or Indirect (I) (Instr. 4)	Ownership (Instr. 4)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of	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 of Derivative Securities Beneficially	10. Ownership Form of Derivative	11. Nature of Indirect Beneficial Ownership
	Derivative Security			Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		Owned Following Reported Transaction(s) (Instr. 4)	Security: Direct (D) or Indirect (I) (Instr. 4)	(Instr. 4)
5% Convertible Promissory Notes due 2023	\$5	02/10/2023		(1) D			\$5,000,000	(1)	02/27/2023	Common Stock	\$5,000,000	\$5,000,000	\$ 0	D
5% Convertible Promissory Notes due 2025	\$1.66	02/10/2023		(1) A		\$5,000,000		(1)	01/31/2025	Common Stock	\$5,000,000	\$5,000,000	\$5,000,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Explanation of Responses:

(1) The two reported transactions involved an amendment and restatement of an outstanding convertible promissory note (the "Original Note"), resulting in the deemed cancellation of the Original Note and the execution of an amended note (the "Amended Note"). The Original Note was entered into on February 27, 2018 and the Reporting Person had the option to convert all or any portion of the outstanding principal balance of the Original Note, plus unpaid interest, into shares of the Issuer's common stock, par value \$0.01 per share, at a conversion price of \$5.00 per share, at any time prior to the maturity date, which was February 27, 2023. The Amended Note extends the maturity to January 31, 2025, and resets 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.

Steven D. Rubin, Attorney-in-Fact 02/14/2023

**Signature of Reporting Person Date

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