OPKO Health issues $125M long-term secured notes

OPKO Health, Inc. entered into an amendment to its July 17, 2024 Note Purchase Agreement, issuing additional senior secured notes with an aggregate initial principal amount of $125,000,000.

Rhea-AI Filing Summary

OPKO Health, Inc. entered into an amendment to its July 17, 2024 Note Purchase Agreement, issuing additional senior secured notes with an aggregate initial principal amount of $125,000,000. These Notes mature on July 17, 2044 and bear interest at the 3‑month SOFR, subject to a 4.0% per annum floor, plus 7.5% per annum, consistent with the existing notes.

Interest is payable quarterly and is determined by profit share payments EirGen Pharma Limited receives from Pfizer under a profit share arrangement. The Notes are secured by EirGen’s royalty interest in mazdutide under a license with Eli Lilly for sales in China, with related Mazdutide Payments capped at $187.5 million, subject to certain liabilities and expenses. Royalty and Mazdutide Payments are applied first to interest and then, if available, to principal reduction.

OPKO Biologics Ltd. and EirGen guarantee the obligations and have granted security interests in certain of their assets. The amended agreement includes customary negative and financial covenants and standard events of default. The Additional Notes were privately placed under exemptions from Securities Act registration.

Positive

• Company secures $125,000,000 in additional long-term funding without immediate equity dilution, tied to specific royalty and profit share cash flows.
• Interest and principal are serviced primarily from Royalty Payments and capped $187.5 million Mazdutide Payments, aligning debt service with related revenue streams.

Negative

• New $125,000,000 senior secured notes at SOFR plus 7.5% (with a 4.0% SOFR floor) add high-cost, long-dated leverage.
• Notes are secured by key royalty and Mazdutide Payment streams (capped at $187.5 million) and subject to financial covenants and default provisions, increasing creditor claims and compliance risk.

Filing Explained

OPKO has issued the $125 million Additional Notes, creating the reported direct financial obligation; the filing says the full Additional Note and amended agreement will be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2026.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional Notes Principal: $125,000,000 Note Maturity Date: July 17, 2044 SOFR Interest Floor: 4.0% per annum +2 more

5 metrics

Additional Notes Principal $125,000,000 Aggregate initial principal amount of additional senior secured notes issued under the amended agreement

Note Maturity Date July 17, 2044 Maturity date for the Notes issued under the Original and Amended Agreements

SOFR Interest Floor 4.0% per annum Minimum 3‑month SOFR rate used to calculate the Notes’ interest

Interest Margin 7.5% per annum Margin added to 3‑month SOFR (subject to floor) for the Notes’ interest rate

Mazdutide Payment Cap $187.5 million Maximum Mazdutide Payments applied, subject to indemnified liabilities and expenses

Key Terms

Note Purchase Agreement, senior secured notes, Royalty Payments, Mazdutide Payments, +1 more

5 terms

Note Purchase Agreement financial

"entered into an amendment (the “Amendment”) to the initial Note Purchase Agreement dated July 17, 2024"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

senior secured notes financial

"pursuant to which the Company issued additional senior secured notes (the “Additional Notes”)"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Royalty Payments financial

"profit share payments received by EirGen pursuant to the profit share arrangement with Pfizer, Inc. (the “Royalty Payments”)"

Payments made to the owner of an asset, patent, trademark, mineral right, or creative work in exchange for permission to use it; they are typically a percentage of sales or a fixed fee per unit sold. For investors, royalty payments represent a steady income stream tied to the underlying product’s sales performance, similar to collecting rent from tenants — predictable cash flow that can reduce risk or add value when evaluating a company’s revenue sources.

Mazdutide Payments financial

"EirGen receives royalty payments for sales of mazdutide in China (“Mazdutide Payments”)"

financial covenants financial

"The Amended Agreement also contains financial covenants, customary events of default"

Financial covenants are rules written into loan or bond agreements that require a company to keep certain financial measures within agreed limits—examples include minimum cash, maximum debt levels, or minimum profit margins. They act like guardrails for lenders: breaking a covenant can force renegotiation, trigger penalties or default, and quickly affect a company’s available cash and stock value, so investors watch them as early warning signs of financial stress.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OPKO (OPK) announce regarding new debt financing?

OPKO entered an amended Note Purchase Agreement and issued $125,000,000 in additional senior secured notes. These notes extend existing financing and are backed by royalty and Mazdutide Payment streams tied to EirGen’s arrangements with Pfizer and Eli Lilly.

What are the interest terms on OPKO’s new $125 million notes?

The additional notes bear interest at the 3‑month SOFR with a 4.0% floor plus 7.5% per annum. Interest is payable quarterly and is funded first from EirGen’s profit share payments received from Pfizer before drawing on Mazdutide Payments.

When do OPKO’s new senior secured notes mature?

The additional senior secured notes issued under the amended agreement mature on July 17, 2044. This long-dated maturity aligns the financing with the expected life of the underlying royalty and Mazdutide Payment streams that secure the notes.

What collateral secures OPKO’s new $125 million notes?

The notes are secured by Royalty Payments and Mazdutide Payments paid to EirGen, including mazdutide royalties under Eli Lilly’s China license. Mazdutide Payments applied are capped at $187.5 million, subject to specified liabilities and expenses.

Who guarantees OPKO’s amended note obligations?

OPKO’s wholly owned subsidiaries OPKO Biologics Ltd. and EirGen Pharma Limited guarantee the obligations. They granted security interests in certain of their assets, and the agreement includes negative and financial covenants plus customary events of default.

How were OPKO’s new notes under the amended agreement offered?

The Additional Notes were privately placed under Section 4(a)(2) of the Securities Act and Rule 144. Purchasers are accredited investors or qualified institutional buyers, acquiring the notes for investment, with restrictive legends on the securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

Date of Report (Date of earliest event reported): August 13, 2026

OPKO Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-33528	75-2402409
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4400 Biscayne Blvd.
Miami, Florida				33137
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 305 575-4100

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		OPK		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2026, OPKO Health, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the initial Note Purchase Agreement dated July 17, 2024 (the “Original Agreement”; and as amended by the Amendment, the “Amended Agreement”) with certain purchasers party thereto from time to time, its wholly-owned subsidiaries OPKO Biologics Ltd. (“OBL”) and EirGen Pharma Limited (“EirGen”) as guarantors (OBL and EirGen collectively, the “Guarantors”), and HCR Injection SPV, LLC as agent (“Agent”), pursuant to which the Company issued additional senior secured notes (the “Additional Notes”, and including the notes under the Original Agreement, the “Notes”) in an aggregate initial principal amount of One Hundred Twenty Five Million Dollars ($125,000,000). The Notes mature on July 17, 2044 and bear interest at the 3-month Secured Overnight Financing Rate (SOFR) subject to a 4.0% per annum floor, plus 7.5% per annum, consistent with the terms of the Original Agreement. Interest remains payable on the Notes on a quarterly basis determined by profit share payments received by EirGen pursuant to the profit share arrangement with Pfizer, Inc. (the “Royalty Payments”). The Notes are secured by EirGen’s royalty interest in mazdutide under a license agreement with Eli Lilly and Company dated February 25, 2010 for which EirGen receives royalty payments for sales of mazdutide in China (“Mazdutide Payments”). In the event that the aggregate amount of the Royalty Payments received by EirGen during the quarter preceding any quarterly interest payment date are less than the accrued and unpaid interest payable on such date, the excess interest payable on such date shall be paid first by the Mazdutide Payments. Any excess funds remaining after applying the Mazdutide Payments will be used to pay down the principal. The Mazdutide Payments will be capped at $187.5 million, subject to certain indemnified liabilities and expenses.

The terms of the existing notes remain as described in the Original Agreement.

The Notes are secured by the Royalty Payments and Mazdutide Payments paid to EirGen. The Guarantors have guaranteed the obligations under the Notes and have granted a security interest in certain assets of the Guarantors.

The Amended Agreement contains customary terms and covenants, including negative covenants, such as limitations on indebtedness, liens, amendments to certain material contracts and disposition of assets. The Amended Agreement also contains financial covenants, customary events of default, including defaults related to payment compliance, material inaccuracy of representations and warranties, covenant compliance, bankruptcy and insolvency proceedings, and cross-payment defaults related to certain other material indebtedness agreements.

The issuance of the Additional Notes was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and by Rule 144, and on similar exemptions under applicable state laws. Each purchaser party to the Agreement has represented that it is an “accredited investor” (as defined in Regulation D of the Securities Act) or a “qualified institutional buyer” and that it is acquiring the Additional Notes for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the Additional Notes.

The foregoing description of the Additional Notes and the Amended Agreement is only a summary and is qualified in its entirety by reference to the full text of the form of Additional Note and the Amended Agreement, which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		OPKO Health, Inc.
		By:	/s/ Adam Logal
Date: August 14, 2026		Name:	Adam Logal
		Title:	Senior Vice President, Chief Financial Officer

Filing Exhibits & Attachments

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