OPKO Health Announces Closing of Private Offering of $230 Million Convertible Senior Notes Due 2029 including Full Exercise of Initial Purchaser’s Option to Purchase Additional Notes

MIAMI, Jan. 09, 2024 (GLOBE NEWSWIRE) -- OPKO Health, Inc. (NASDAQ: OPK) (the “Company”) today announced the closing of its previously announced private offering of $230.0 million aggregate principal amount of its Convertible Senior Notes due 2029 (the “Notes”), which amount includes the full exercise of the initial purchaser’s option to purchase an additional $30.0 million aggregate principal amount of the Notes.

The Notes are senior unsecured obligations of the Company, bear interest at a rate of 3.75% per annum, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2024, and will mature on January 15, 2029, unless earlier purchased or converted in accordance with their terms. Prior to September 15, 2028, holders of the Notes have the right to convert their Notes only in certain circumstances and during specified periods, and thereafter the Notes will be convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date. Conversions of the Notes will be settled in cash, shares of the Company’s common stock (“common stock”) or a combination of thereof, at the Company’s election. However, before the Company has available and has reserved the maximum number of shares of the common stock issuable under the Notes, the Company will be required to elect to deliver solely cash or, subject to certain limitations, a combination of cash and shares of the common stock upon conversion. The Notes have an initial conversion rate of 869.5652 shares of common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $1.15 per share of common stock), representing an initial conversion premium of approximately 26.83% above the closing price of $0.9067 per share of the Company’s common stock on January 4, 2024. The conversion rate is subject to adjustment in certain circumstances.

Additionally, the Company closed the concurrent private placement of approximately $71.1 million aggregate principal amount of the Company’s Convertible Senior Notes due 2029 (the “Affiliate Notes”) to Frost Gamma Investments Trust, a trust affiliated with Phillip Frost, M.D., the Company’s Chairman and Chief Executive Officer, Jane H. Hsiao, Ph.D., MBA, the Company’s Vice-Chairman and Chief Technical Officer, as well as an additional existing holder of the Company’s outstanding 5% convertible promissory notes due 2025, in exchange for approximately $71.1 million aggregate principal amount of such convertible promissory notes held by such persons (inclusive of accrued but unpaid interest thereon). The Affiliate Notes constitute part of the same series as the Notes. However, the Affiliate Notes are not initially fungible with the Notes and are subject to different transfer restrictions than the Notes.