Dr. Phillip Frost Trims OPKO Health Stake to 30.6%

TL;DR

**Insider Dr. Phillip Frost slightly reduced his OPKO Health stake to 30.6%.**

AI Summary

Dr. Phillip Frost, through Frost Gamma Investments Trust and Frost Nevada Investments Trust, has updated his beneficial ownership in OPKO Health, Inc. (OPK) as of January 18, 2024. This Amendment No. 22 to his Schedule 13D filing indicates a change in his holdings, which now represent 30.6% of the company's common stock, down from a previously reported 31.1%. This matters to investors because Dr. Frost is a significant insider, and changes in his ownership can signal his confidence in the company's future, potentially influencing stock perception.

Why It Matters

This filing shows a slight reduction in a major insider's ownership, which could be interpreted by the market as a minor decrease in confidence or a portfolio rebalancing.

Risk Assessment

Risk Level: low — The change in ownership is minor (0.5% decrease) and from a long-term significant holder, suggesting no immediate major risk to the company's stability.

Analyst Insight

A smart investor would note this minor insider ownership change but would not base significant investment decisions solely on this filing. Instead, they would continue to monitor OPKO Health's operational performance, financial results, and broader market conditions.

Key Numbers

• 30.6% — Current beneficial ownership percentage (Dr. Phillip Frost's updated stake in OPKO Health, Inc.)
• 31.1% — Previous beneficial ownership percentage (Dr. Phillip Frost's prior reported stake in OPKO Health, Inc.)
• 0.5% — Percentage decrease in ownership (The net change in Dr. Phillip Frost's beneficial ownership.)
• January 18, 2024 — Date of event (The date triggering this Schedule 13D/A amendment filing.)
• Amendment No. 22 — Filing amendment number (Indicates this is the 22nd amendment to the original Schedule 13D filing.)

Key Players & Entities

• Dr. Phillip Frost (person) — beneficial owner and reporting person
• OPKO Health, Inc. (company) — the issuer of the securities
• Frost Gamma Investments Trust (company) — group member reporting ownership
• Frost Nevada Investments Trust (company) — group member reporting ownership
• Camielle Green (person) — Associate General Counsel, Secretary of OPKO Health, Inc.
• $0.01 (dollar_amount) — par value per share of common stock

Forward-Looking Statements

• The market will likely view this minor reduction as a non-material event, given Dr. Frost's continued substantial ownership. (OPKO Health, Inc. stock price) — high confidence, target: next 1-3 months
• Dr. Frost will maintain a significant, albeit potentially fluctuating, ownership stake in OPKO Health, Inc. for the foreseeable future. (Dr. Phillip Frost's ownership percentage) — high confidence, target: next 12 months

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $230.0 million — Issuer completed a private offering of $230.0 million aggregate principal amount of our 3.75%
• $71.1 million — he Issuer issued and sold approximately $71.1 million aggregate principal amount of its 3.75%
• $55.0 million — he Affiliate Purchasers in exchange for $55.0 million aggregate principal amount of the Issue
• $16.1 million — ded Notes), together with approximately $16.1 million of accrued but unpaid interest thereon,
• $1,000 — to 869.5652 shares of common stock per $1,000 principal amount of notes (equivalent t
• $1.15 — itial conversion price of approximately $1.15 per share of common stock). No addition
• $0.853 — the open market at prices ranging from $0.853 to $0.9985 per share for an aggregate p
• $0.9985 — market at prices ranging from $0.853 to $0.9985 per share for an aggregate purchase pri
• $3,654,120.67 — gregate purchase price of approximately $3,654,120.67 . The following table sets forth the in

Filing Documents

• pfro20240120_sc13da.htm (SC 13D/A) — 112KB
• 0001437749-24-001860.txt ( ) — 114KB

is amended by adding the following paragraph to the end of the item

Item 3 is amended by adding the following paragraph to the end of the item: In January 2024, the Issuer 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 Issuer issued and sold approximately $71.1 million aggregate principal amount of its 3.75% Convertible Senior Notes due 2029 (the "Affiliate Notes" and, together with the 144A Notes, the "Notes") pursuant to the terms of a note purchase agreement entered into on January 4, 2024 (the "Affiliate Note Purchase Agreement") by and among the Issuer and certain investors including, Gamma Trust (the "Affiliate Purchasers"). Pursuant to the Affiliate Note Purchase Agreement, the Issuer issued and sold the Affiliate Notes to the Affiliate Purchasers in exchange for $55.0 million aggregate principal amount of the Issuer's existing 5% convertible promissory notes (the Amended Notes), together with approximately $16.1 million of accrued but unpaid interest thereon, held by the Affiliate Purchasers. Holders may not convert their notes prior to the close of business on the business day immediately preceding September 15, 2028, unless certain circumstances exist. The conversion rate is initially equal to 869.5652 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $1.15 per share of common stock). No additional consideration was provided by Gamma Trust. ITEM 4. Purpose of Transaction.

is amended by adding the following paragraph to the end of the item

Item 4 is amended by adding the following paragraph to the end of the item: On or about January 4, 2024 the Issuer issued the Affiliate Notes. The Affiliate Notes may not be converted prior to the close of business on the business day immediately preceding September 15, 2028, unless certain circumstances exist. ITEM 5. Interest in Securities of the Issuer.

is deleted in its entirety and replaced with the following text

Item 5 is deleted in its entirety and replaced with the following text: (a)-(b) Gamma Trust directly beneficially owns 205,868,225 shares of Common Stock. The 205,868,225 total shares of Common Stock beneficially owned by Gamma Trust constitute approximately 28.7% of the Issuer's outstanding shares of Common Stock, based upon (i) 718,136,502 shares of Common Stock outstanding as of January 18, 2024 as communicated by the Issuer to the Reporting Person. Dr. Frost is the sole trustee of Gamma Trust and holds sole voting and dispositive power with respect to 205,868,225 shares of Common Stock. CUSIP No. 68375N103 Schedule 13D PAGE 6 of 7 Frost Nevada directly beneficially owns 30,127,177 shares of Common Stock. The 30,127,177 total shares of Common Stock beneficially owned by Frost Nevada constitute approximately 4.2% of the Issuer's outstanding shares of Common Stock, based upon 718,136,502 shares of Common Stock outstanding as of January 18, 2024 as communicated by the Issuer to the Reporting Person. Dr. Frost is the sole trustee of Frost Nevada and holds sole voting and dispositive power with respect to 30,127,177 shares of Common Stock. Dr. Frost, as the sole trustee of Gamma Trust, may be deemed to beneficially own the 205,868,225 shares of Common Stock beneficially owned by Gamma Trust. Dr. Frost, as the sole trustee of Frost Nevada may be deemed to beneficially own the 30,127,177 shares of Common Stock beneficially owned by Frost Nevada. In addition, the Phillip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife, owns 2,851,830 shares of Common Stock. Dr. Frost individually owns 3,068,951 shares of Common Stock and options to acquire 2,787,500 shares of Common Stock, which are exercisable within 60 days, and has sole voting and dispositive power over each. The 244,703,683 shares of Common Stock beneficially owned by Dr. Frost constitute approximately 33.9% of the Issuer's outstanding shares of Common Stock, ba

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Frost Gamma Investments Trust Dated: January 22, 2024 By: /s/ Phillip Frost, M.D. Name: Phillip Frost, M.D. Title: Sole Trustee Frost Nevada Investments Trust Dated: January 22, 2024 By: /s/ Phillip Frost, M.D. Name: Phillip Frost, M.D. Title: Sole Trustee Dated: January 22, 2024 By: /s/ Phillip Frost, M.D. Name: Phillip Frost, M.D. Title: Phillip Frost, M.D., Individually

View Full Filing

View this SC 13D/A filing on SEC EDGAR