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Opko Health, Inc. – ‘S-8’ on 5/15/23

On:  Monday, 5/15/23, at 4:31pm ET   ·   Effective:  5/15/23   ·   Accession #:  1437749-23-14611   ·   File #s:  333-211209, 333-271943

Previous ‘S-8’:  ‘S-8’ on 5/6/16   ·   Latest ‘S-8’:  This Filing   ·   12 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/15/23  Opko Health, Inc.                 S-8         5/15/23    4:98K                                    RDG Filings/FA

Registration Statement – Securities for an Employee Benefit Plan   —   Form S-8   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     48K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     10K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      6K 
 4: EX-FILING FEES  Exhibit Filing Fees                             HTML     10K 


‘S-8’   —   Registration Statement – Securities for an Employee Benefit Plan

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"24.1
"Power of Attorney (included on signature pages hereto)

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As filed with the Securities and Exchange Commission on May 15, 2023

Registration No. 333-_____



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
———————————
OPKO Health, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

75-2402409

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 ———————————

 

 

4400 Biscayne Blvd.

Miami, Florida

(Address of Principal Executive Offices)

33137

(Zip Code)

 

 

OPKO Health, Inc. 2016 Equity Incentive Plan

(Full title of the plan)

Camielle Green

Associate General Counsel, Secretary

OPKO Health, Inc.

4400 Biscayne Boulevard

Miami, Florida 33137

(305) 575-4100

(Telephone number, including area code, of agent for service)

 

Copies to:

Robert L. Grossman, Esq.

Drew M. Altman, Esq.

Greenberg Traurig, P.A.

333 S.E. 2nd Avenue

Suite 4400

Miami, Florida 33131

(305) 579-0500

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

 

Accelerated Filer

Non-accelerated filer

 

Smaller reporting company

     

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 7(a)(2)(B) of the Securities Act. ☐

 



 

 

STATEMENT OF INCORPORATION BY REFERENCE

 

This Registration Statement on Form S-8 is being filed by OPKO Health, Inc., a Delaware corporation (the “Registrant”), for the purpose of registering a total of 30,000,000 additional shares of its common stock, par value $0.01 per share (“Common Stock”), issuable under the OPKO Health, Inc. 2016 Equity Incentive Plan (as amended, the “Plan”).

 

Pursuant to Instruction E of Form S-8, the contents of the Registrant’s prior registration statement on Form S-8 registering shares of Common Stock under the Plan (File No. 333-211209) (the
Prior Registration Statement”) is hereby incorporated by reference herein, and the information required by Form S-8 is omitted, except that the provisions contained in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement

 

 

 

PART II

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have been filed by the Registrant with the Commission are incorporated herein by reference:

 

 

(a)

Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on February 27, 2023;

 

 

(b)

Definitive Proxy Statement for the Registrant’s 2023 Annual Meeting of Stockholders, filed with the Commission on May 1, 2023;

 

 

(c)

Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 3, 2023;

 

 

(d)

Current Reports on Form 8-K, filed with the Commission on January 3, 2023, February 10, 2023, and March 8, 2023; and

 

 

(e)

The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A12B filed with the Commission on June 23, 2016, including any amendments or reports filed for the purpose of updating that description, including the description of the Common Stock filed as Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on February 18, 2021.

 

Additionally, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

 

Item 8.         Exhibits.

 

The following are the exhibits required by Item 601 of Regulation S-K:

 

Exhibit No.

Description

4.1

Amended and Restated Certificate of Incorporation of OPKO Health, Inc., filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2013 and incorporated by reference herein.

4.2

Amendment to Amended and Restated Certificate of Incorporation, filed as filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 21, 2019 and incorporated by reference herein.

4.3

Amended and Restated Bylaws of OPKO Health, Inc., filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 18, 2021 and incorporated by reference herein.

4.4

OPKO Health, Inc. 2016 Equity Incentive Plan, filed as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 25, 2016 and incorporated by reference herein.

4.5

Form of Amendment to the OPKO Health, Inc. 2016 Equity Incentive Plan, filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 3, 2022 and incorporated by reference herein.

5.1

Opinion of Greenberg Traurig, LLP

23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2

Consent of Greenberg Traurig, LLP (included in Exhibit 5.1).

24.1

Power of Attorney (included on signature pages hereto).

   

107.1

Filing Fee Table

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Miami, State of Florida, on May 15, 2023.

 

 

   

OPKO Health, Inc.

       
   

By:

/s/ Steven D. Rubin

Date: May 15, 2023

 

Name:

Steven D. Rubin

   

Title:

Executive Vice President-Administration

       

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven D. Rubin with full power to act as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the same, with exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

 

Signature

Title

Date

     
/s/Phillip Frost, M.D.

Chief Executive Officer and Chairman of the Board

May 15, 2023

Phillip Frost, M.D.

(Principal Executive Officer)

 
     
/s/ Jane H. Hsiao, Ph.D. Vice Chairman of the Board and Chief Technical Officer May 15, 2023

Jane H. Hsiao, Ph.D.

 

 

     
/s/ Steven D. Rubin Executive Vice President-Administration and Director May 15, 2023

Steven D. Rubin

   
     
/s/ Elias A. Zerhouni, M.D. Vice Chairman of the Board and President May 15, 2023

Elias A. Zerhouni, M.D.

 

 

     
/s/ Gary J. Nabel, M.D., Ph.D. Director and Chief Innovation Officer May 15, 2023

Gary J. Nabel, M.D., Ph.D.

 

 

     
/s/ Alexis Borisy Director May 15, 2023

Alexis Borisy

 

 

     
/s/ Richard M. Krasno, Ph.D. Director May 15, 2023

Richard M. Krasno, Ph.D.

 

 

     
/s/ Prem A. Lachman Director May 15, 2023

Prem A. Lachman

 

 
     
/s/ Roger J. Medel, M.D. Director May 15, 2023

Roger J. Medel, M.D.

 

 

     
/s/ John A. Paganelli Director May 15, 2023

John A. Paganelli

 

 

     
/s/ Richard C. Pfenniger, Jr. Director May 15, 2023

Richard C. Pfenniger, Jr.

 

 

     
/s/Alice Lin-Tsing Yu, M.D., Ph.D. Director May 15, 2023

Alice Lin-Tsing Yu, M.D., Ph.D.

 

 

 

 

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:5/15/23None on these Dates
 List all Filings 


12 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/03/23  Opko Health, Inc.                 10-Q        3/31/23   86:11M
 5/01/23  Opko Health, Inc.                 DEF 14A               12:2.7M                                   RDG Filings/FA
 3/08/23  Opko Health, Inc.                 8-K:1,9     3/08/23   11:197K
 2/27/23  Opko Health, Inc.                 10-K       12/31/22  121:20M
 2/10/23  Opko Health, Inc.                 8-K:1,2,3   2/10/23   10:166K
 1/03/23  Opko Health, Inc.                 8-K:8       1/03/23   10:161K
 6/03/22  Opko Health, Inc.                 DEF 14A     6/03/22    1:3M
 2/18/21  Opko Health, Inc.                 10-K       12/31/20  111:16M
 6/21/19  Opko Health, Inc.                 8-K:5,7,9   6/20/19    2:88K
 6/23/16  Opko Health, Inc.                 8-A12B                 1:14K                                    Donnelley … Solutions/FA
 3/25/16  Opko Health, Inc.                 DEF 14A     5/05/16    1:498K                                   Donnelley … Solutions/FA
11/12/13  Opko Health, Inc.                 10-Q        9/30/13   76:14M
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