Current Report Filing (8-k)
April 22 2014 - 04:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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April 17, 2014
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OPKO Health, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33528
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75-2402409
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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4400 Biscayne Blvd., Miami, Florida
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33137
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(305) 575-4100
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sale of Equity Securities. |
The information required to be reported under this Item is incorporated by reference to
Item 7.01 of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On April 17, 2013, OPKO Health, Inc., a Delaware corporation (the Company) entered into
a Stock Purchase Agreement (the Purchase Agreement) by and among the Company, OPKO Holdings
Israel Ltd, a wholly-owned subsidiary of the Company (together with the Company, the Buyers),
Inspiro Medical Ltd., an Israeli medical device company (Inspiro), and certain shareholders of
Inspiro (the Sellers).
Pursuant to the Purchase Agreement, the Buyers will purchase from the Sellers all of the
issued and outstanding shares of Inspiro for $10 million. In connection with the transaction, the
Buyers will pay to the Sellers at closing $1 million in cash and $9 million in shares of the
Companys common stock (the Stock Consideration), based on the average closing sales price per
share of the Companys Common Stock as reported by the New York Stock Exchange for the ten trading
days immediately preceding the execution date of Purchase Agreement, or $9.00 per share. Pursuant
to the Purchase Agreement, $2 million of the Stock Consideration is to be held in a separate escrow
account to secure the indemnification obligations of Sellers under the Purchase Agreement. The
Stock Consideration will be issued in reliance upon an exemption from the registration requirements
under the Securities Act of 1933, as amended (the Securities Act), pursuant to Section 4(2)
thereof. The above description of the Purchase Agreement does not purport to be complete and is
solely intended as a summary of the material terms of the Stock Purchase Agreement. The completion
of the acquisition is subject to various customary closing conditions. The transaction is expected
to close during the second quarter.
On April 17, 2014, the Company issued a press release announcing that it entered into the
Purchase Agreement. A copy of the press release is being filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1
attached hereto shall not be deemed filed for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing by the Company under the Exchange Act.
This Current Report on Form 8-K contains forward-looking statements, as that term is defined
under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be
identified by words such as expects, plans, projects, will, may, anticipates,
believes, should, intends, estimates, and other words of similar meaning, including
statements that relate to anticipated closing date of the acquisition. Many factors could cause our
actual activities or results to differ materially from the activities and results anticipated in
forward-looking statements including delays in completing the acquisition. the time required to
consummate the proposed acquisition, the focus of management on acquisition-related issues, the
risk that certain required approvals and consents will not be obtained, the risk that the
businesses will not be integrated successfully, the risk that any potential synergies from the
transaction may not be fully realized or may take longer to realize than expected, new information
arising out of clinical trial results, and the risk that the safety and/or efficacy results of
existing clinical trials will not support continued clinical development, as well as risks inherent
in funding, developing and obtaining regulatory approvals of new, commercially-viable and
competitive products and treatments. In addition, forward-looking statements may also be adversely
affected by general market factors, competitive product development, product availability, federal
and state regulations and legislation, the regulatory process for new products and indications,
manufacturing issues that may arise, patent positions and litigation, among other factors. The
forward- looking statements contained in this Current Report on Form 8-K may become outdated over
time. The Company does not assume any responsibility for updating any forward-looking statements,
except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description |
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99.1 |
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Press Release of the Company, dated April 17, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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OPKO Health, Inc.
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April 22, 2014
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By:
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Adam Logal
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Name: Adam Logal
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Title: Senior Vice President-Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release of the Company, dated April 17, 2014
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