Et al Phillip Frost MD - 10 Feb 2023 Form 4 Insider Report for OPKO HEALTH, INC. (OPK)

Role: CEO & Chairman, Director, 10%+ Owner
Signature: Phillip Frost, M.D., Individually and as Trustee
Issuer symbol: OPK
Transactions as of: 10 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 14 Feb 2023, 17:07:46 UTC
Previous filing: 20 Dec 2022
Next filing: 09 Mar 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OPK	5% Convertible Promissory Notes due 2023	Disposed to Issuer	$25,000,000				0	10 Feb 2023	Common Stock	$25,000,000	$5.00	See Footnore	F1, F2
transaction	OPK	5% Convertible Promissory Notes due 2025	Award	$25,000,000				25,000,000	10 Feb 2023	Common Stock	$25,000,000	$1.66	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.