OPKO Health (NASDAQ: OPK) closes up to $225M oncology lab sale

Rhea-AI Filing Summary

OPKO Health completed the sale of certain BioReference oncology and oncology-related laboratory testing business assets to Laboratory Corporation of America Holdings for up to $225,000,000 in cash. Of this amount, $192,500,000 was paid in cash at closing on September 15, 2025, with up to an additional $32,500,000 payable as contingent earnout consideration based on revenue from specified customer accounts. The company also issued a press release about the closing, furnished as Exhibit 99.1.

Insights

Healthcare M&A analyst

OPKO closes up to $225M sale of oncology lab assets to Labcorp.

OPKO Health, through its subsidiary BioReference Health, has closed the sale of specified U.S. oncology and oncology-related clinical testing assets to Laboratory Corporation of America Holdings. The aggregate purchase price is up to $225,000,000 in cash under an Asset Purchase Agreement.

At closing on September 15, 2025, the buyer paid $192,500,000 in cash to the seller, subject to adjustments set out in the agreement. Up to an additional $32,500,000 may be paid as contingent consideration through a post-closing earnout tied to revenue generated by certain customer accounts.

This transaction represents a significant monetization of oncology-focused lab operations and transfers related assets and liabilities to the buyer. Actual future cash received beyond the closing payment will depend on post-closing revenue performance under the earnout mechanics in the agreement.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What transaction did OPKO Health (OPK) complete with Labcorp?

OPKO Health, through its subsidiary BioReference Health, completed an Asset Purchase Agreement with Laboratory Corporation of America Holdings to sell certain oncology and oncology-related laboratory testing business assets in the United States.

What is the total potential purchase price OPKO Health (OPK) will receive from the oncology lab sale?

The aggregate purchase price is up to $225,000,000 in cash, consisting of an upfront closing payment and additional contingent consideration under a post-closing earnout.

How much cash did OPKO Health (OPK) receive at closing for the lab asset sale?

On September 15, 2025, the buyer paid OPKO Health and its subsidiary BioReference Health $192,500,000 in cash at closing, subject to adjustments specified in the Asset Purchase Agreement.

What contingent earnout can OPKO Health (OPK) receive from this transaction?

OPKO Health may receive up to an additional $32,500,000 in cash as contingent consideration, based on revenue generated by certain customer accounts after closing, as defined in the earnout terms.

Which OPKO Health (OPK) business was sold in this transaction?

The transaction covers certain assets and liabilities of BioReference’s laboratory testing businesses focused on oncology and oncology-related clinical testing services across the United States.

Did OPKO Health (OPK) issue a press release about completing the transaction?

Yes. OPKO Health issued a press release on September 15, 2025 announcing completion of the transaction, which is furnished as Exhibit 99.1 and incorporated by reference in the Regulation FD disclosure section.

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

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Accepted by SEC EDGAR 09/15/2025 - 04:02 PM Learn about SEC filing dates

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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): September 15, 2025

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 7.01 Regulation FD Disclosure.

On September 15, 2025, OPKO Health, Inc., a Delaware corporation (“OPKO”), issued a press release announcing the completion of the Transaction (as defined in Item 8.01 of this Current Report on Form 8-K). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.

Item 8.01 Other Events.

As previously reported, on March 10, 2025, OPKO, its wholly owned subsidiary, BioReference Health, LLC (“BioReference” and, together with OPKO, “Seller”), and Laboratory Corporation of America Holdings, a Delaware corporation (“Buyer”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Seller agreed to sell and assign to Buyer, and Buyer agreed to purchase and assume from Seller, certain assets and liabilities of BioReference’s laboratory testing businesses focused on oncology and oncology-related clinical testing services across the United States, in exchange for an aggregate purchase price of up to $225,000,000 in cash (the “Transaction”), of which $192,500,000 is payable by Buyer in cash upon closing of the Transaction, and up to $32,500,000 of contingent consideration is payable in cash in accordance with the terms of a post-closing earnout based upon revenue generated by certain customer accounts.

On September 15, 2025, the parties to the Purchase Agreement consummated the Transaction, and Buyer paid to Seller $192,500,000 in cash, subject to certain adjustments as set forth in the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of the Company dated September 15, 2025
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: September 15, 2025		Name:	Adam Logal
		Title:	Senior Vice President, Chief Financial Officer