OPKO Health, Inc. (OPK) SEC Filings & Earnings Calls

Transaction subject to HSR clearance and customary closing conditions; termination fee $28.88M if buyer fails to obtain regulatory approval

“Termination fee of $28,880,000 if HSR clearance not obtained”

Potential dilution from stock settlement of convertible notes; conversion triggered by stock price exceeding 130% of conversion price.

“The Company has elected to satisfy its conversion obligation under the Notes in shares of the Company’s common stock. The conversion right has been triggered because the closing price per share of the Company’s common stock has exceeded $1.495, or 130% of the applicable conversion price of $1.15, for at least 20 of 30 consecutive trading days during the quar”

Tariff exposure on EU manufacturing

“This new framework currently provides for a 15% tariff rate on qualifying imports from the European Union, where our principal international pharmaceutical manufacturing platforms are located.” · word for word

Foreign currency exposure

“Approximately 33.3% of our revenue for the six months ended June 30, 2026, was denominated in currencies other than the U.S. Dollar (USD).” · word for word

Tariff risk on EU imports

“This new framework currently provides for a 15% tariff rate on qualifying imports from the European Union, where our principal international pharmaceutical manufacturing platforms are located.” · word for word

Foreign exchange risk

“Approximately 32.7% of our revenue for the three months ended March 31, 2026, was denominated in currencies other than the U.S. Dollar (USD).” · word for word

Dependence on milestone and royalty payments

“Our liquidity will be impacted by the successful achievement of various milestones and the generation of royalty revenues under our existing collaboration and licensing agreements.” · word for word

High interest cost (SOFR+7.5% with 4% floor); reliance on royalty payments for interest; secured by key assets.

“Interest at 3-month SOFR subject to 4.0% floor plus 7.5% per annum; secured by royalty payments and Mazdutide payments.”

Dependence on pipeline success and regulatory approvals for future revenue.

“Multiple Phase 1 trials ongoing; no approved product revenue from pipeline yet.”

Diagnostics Revenue Decline

“Revenue from services for the three months ended June 30, 2026 decreased by approximately $26.6 million , a decrease of 26.3% compared to the same period in 2025.” · word for word

Tariff Exposure

“This new framework currently provides for a 15% tariff rate on qualifying imports from the European Union, where our principal international pharmaceutical manufacturing platforms are located.” · word for word

Dependence on Partner Milestones

“The timing and ultimate receipt of these milestone and royalty payments are subject to the achievement of the specified events and certain risks and uncertainties inherent in drug development and commercialization.” · word for word

Concentrated insider ownership and related-party transactions

“We hold investments in Zebra (ownership 28.5%), ChromaDex Corporation (0.05%), Cocrystal Pharma, Inc. (2%), Non-Invasive Monitoring Systems, Inc. (0.5%), Eloxx Pharmaceuticals, Inc. (1.0%), BioCardia, Inc. (0.3%) and LeaderMed Health Group Limited (47.0%). These investments were considered related party transactions as a result of our executive management’s ” · word for word

Potential dilution from convertible notes and equity plan

“In January 2024, the Company completed a private offering of $230.0 million aggregate principal amount of our 3.75% Convertible Senior Notes due 2029 (the “144A Notes”). Additionally, the Company issued and sold approximately $71.1 million aggregate principal amount of its 3.75% Convertible Senior Notes due 2029 (the “Affiliate Notes”... The conversion rate ” · word for word

Diagnostics revenue significantly down due to asset sale and lower reimbursement rates; ongoing restructuring.

“Revenue from services in the first quarter of 2026 was $72.2 million compared with $102.8 million in the prior-year period, which included $25.9 million of revenue related to the oncology assets sold to Labcorp in September 2025.” · word for word

Dependence on early-stage clinical trials; no approved products beyond Rayaldee and NGENLA.

“Initiated and completed first dose cohort of MDX2301 Phase 1 clinical trial for the prevention of COVID-19.” · word for word

Tariff Exposure on EU Manufacturing

“This new framework currently provides for a 15% tariff rate on qualifying imports from the European Union, where our principal international pharmaceutical manufacturing platforms are located.” · word for word

Foreign Exchange Risk

“Approximately 32.7% of our revenue for the three months ended March 31, 2026, was denominated in currencies other than the U.S. Dollar (USD).” · word for word

Dependence on Collaboration Milestones

“Our liquidity will be impacted by the successful achievement of various milestones and the generation of royalty revenues under our existing collaboration and licensing agreements.” · word for word

History of operating losses and uncertain profitability

“Other than for the fiscal years ended December 31, 2020 and 2021, during which time BioReference conducted a substantial number of COVID-19 tests, our consolidated operations have not historically been profitable.” · word for word

Dependence on key personnel (CEO Phillip Frost)

“Our success is dependent to a significant degree upon the efforts of our Chairman and CEO, Phillip Frost, M.D., who is essential to our business.” · word for word

Dependence on Pfizer collaboration for NGENLA

“The Restated Pfizer Agreement is terminable for any reason by Pfizer upon ninety days written notice to OPKO.” · word for word

Dependence on partnership milestones

“potential milestone payments exceeding $200 million for each program” · word for word

Revenue decline from diagnostics divestiture

“Revenue from services for the three months ended September 30, 2025 decreased by approximately $26.0 million , a decrease of 21.5% compared to the same period in 2024.” · word for word

Foreign currency exposure

“Approximately 25.2% of our revenue for the nine months ended September 30, 2025, was denominated in currencies other than the U.S. Dollar (USD).” · word for word

Tariff and trade uncertainty

“Current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or contribute to inflation in the markets in which we operate.” · word for word

Revenue decline due to asset sale

“Total revenues decreased to $151.7M from $173.6M, partly due to sale of BioReference oncology assets.”