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): October 14, 2026 |
OPKO Health, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-33528 |
75-2402409 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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4400 Biscayne Blvd. |
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Miami, Florida |
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33137 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock |
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OPK |
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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 October 14, 2026, OPKO Health, Inc., a Delaware corporation (“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 the Purchase Agreement, Seller has agreed to sell and assign to Buyer, and Buyer has agreed to purchase and assume from Seller, certain assets of BioReference’s clinical and anatomic pathology laboratory testing business, including assets focused on clinical and women’s health testing services, urology, corrections and Seller’s proprietary 4Kscore prostate cancer test (collectively, the “Business”), together with certain liabilities related to the Business (the “Transaction”). Buyer has agreed to pay Seller an aggregate purchase price of $722,000,000 in cash upon closing of the Transaction, subject to certain upward or downward adjustments (if any) based on Business revenues at the closing, plus up to $150,000,000 in cash over a period of up to ten years based on the revenue generated from sales of the 4Kscore prostate cancer test by Buyer.
Consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the accuracy of the parties’ respective representations and warranties (subject to certain exceptions), the performance in all material respects of the parties’ respective covenants under the Purchase Agreement and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”). Consummation of the Transaction is not subject to a financing condition. The Purchase Agreement contains customary termination rights, including that the parties may terminate the Purchase Agreement if the Transaction has not closed by April 14, 2027 (which may be extended by mutual agreement of the parties), or if any governmental authority issues any order, injunction, or judgment that restrains, enjoins or otherwise prohibits or makes the Transaction illegal. Additionally, the Purchase Agreement provides that, upon its termination under specified circumstances related to the failure to obtain HSR Clearance or other required governmental approvals, Buyer would be required to pay to Seller a termination fee of $28,880,000.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions for a transaction of this size and type, including, among other things, customary covenants relating to (i) the conduct of the Business prior to the closing of the Transaction, and (ii) the efforts of the parties to cause the Transaction to be consummated, including obtaining certain consents and regulatory approvals.
Seller has agreed not to initiate, facilitate, solicit or encourage any proposal or offers from any third party relating to any merger, sale of substantial assets or similar transactions to the Transaction, or engage in, continue or otherwise participate in any discussions, communications or negotiations regarding an alternative transaction with respect to the Transaction.
The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Purchase Agreement is filed with this Current Report on Form 8-K to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Buyer, Seller or the Business. The representations, warranties and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Buyer, Seller or the Business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in OPKO’s public disclosures, except to the extent required by law.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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2.1*+ |
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Asset Purchase Agreement, dated as of October 14, 2026 by and among BioReference Health, LLC, OPKO Health, Inc. and Laboratory Corporation of America Holdings. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. OPKO will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.
+ Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain provisions and terms of this exhibit have been redacted because OPKO customarily and actually treats that information as private or confidential and the omitted information is not material. OPKO will supplementally provide an unredacted copy of this exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
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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By: |
/s/ Adam Logal |
Date: October 15, 2026 |
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Name: |
Adam Logal |
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Title: |
Senior Vice President, Chief Financial Officer |
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