OPKO Health, Inc. |
(Name of Issuer) |
Common Shares, par value $0.01 per share |
(Title of Class of Securities) |
68375N103 |
(CUSIP Number) |
Kate Inman General Counsel, Secretary OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 Telephone: (305) 575-4100 |
(Name, address and telephone number of person authorized to receive notices and communications) |
October 25, 2019 |
(Date of event which requires filing of this statement) |
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
CUSIP 68375N103 | Schedule 13D | PAGE 2 of 8 |
1 | NAME OF REPORTING PERSONS The Chiin Hsiung Hsiao Family Trust A | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | ||||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A | ||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E) ¨ | ||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||||
0 | Shares | ||||||
8 | SHARED VOTING POWER | ||||||
0 | Shares | ||||||
9 | SOLE DISPOSITIVE POWER | ||||||
0 | Shares | ||||||
10 | SHARED DISPOSITIVE POWER | ||||||
0 | Shares | ||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
0 | Shares | ||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
0.0% | |||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
CUSIP 68375N103 | Schedule 13D | PAGE 3 of 8 |
1 | NAME OF REPORTING PERSONS The Chiin Hsiung Hsiao Family Trust B | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | ||||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A | ||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E) ¨ | ||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||||
0 | Shares | ||||||
8 | SHARED VOTING POWER | ||||||
0 | Shares | ||||||
9 | SOLE DISPOSITIVE POWER | ||||||
0 | Shares | ||||||
10 | SHARED DISPOSITIVE POWER | ||||||
0 | Shares | ||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
0 | Shares | ||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
0.0% | |||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
CUSIP 68375N103 | Schedule 13D | PAGE 4 of 8 |
1 | NAME OF REPORTING PERSONS Hsu Gamma Investment, L.P. | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | ||||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, OO | ||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E) ¨ | ||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||||
5,127,404 | Shares | ||||||
8 | SHARED VOTING POWER | ||||||
0 | Shares | ||||||
9 | SOLE DISPOSITIVE POWER | ||||||
5,127,404 | Shares | ||||||
10 | SHARED DISPOSITIVE POWER | ||||||
0 | Shares | ||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
5,127,404 | Shares | ||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
0.8% | |||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP 68375N103 | Schedule 13D | PAGE 5 of 8 |
1 | NAME OF REPORTING PERSONS Jane Hsiao, Ph.D. | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | ||||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) PF, OO | ||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E) ¨ | ||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||||
31,890,051 | Shares* | ||||||
8 | SHARED VOTING POWER | ||||||
0 | Shares | ||||||
9 | SOLE DISPOSITIVE POWER | ||||||
31,890,051 | Shares* | ||||||
10 | SHARED DISPOSITIVE POWER | ||||||
0 | Shares | ||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
31,890,051 | Shares* | ||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
4.8% | |||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
* | Includes (i) 24,475,147shares of Common Stock held individually by Dr. Hsiao; (ii) 5,127,404 shares of Common Stock held by Hsu Gamma Investment, L.P. (“Hsu Gamma”), which is controlled by Dr. Hsiao as general partner; (iii) options to acquire 1,287,500 shares of Common Stock, which are exercisable within 60 days; and (iv) approximately 1,000,000 shares of Common Stock underlying $5,000,000 of the Issuer’s 5% Convertible Promissory Notes (the “Notes”), which Notes were issued on February 27, 2018 and mature on February 27, 2027 and may be redeemed at any time prior to maturity upon 30 days’ notice at a conversion price of $5.00, subject to adjustment. If the holder elects to convert the Notes, the note holder would receive 200 shares of the Issuer’s Common Stock per $1,000 of principal amount of Notes. |
CUSIP 68375N103 | Schedule 13D | PAGE 6 of 8 |
ITEM 3. | Source and Amount of Funds or Other Consideration. Item 3 is amended by adding the following paragraphs to the end of the item: |
ITEM 4. | Purpose of Transaction. Item 4 is amended by adding the following paragraphs to the end of the item: |
ITEM 5. | Interest in Securities of the Issuer. Item 5 is deleted in its entirety and replaced with the following text: |
CUSIP 68375N103 | Schedule 13D | PAGE 7 of 8 |
CUSIP 68375N103 | Schedule 13D | PAGE 8 of 8 |
The Chiin Hsiung Hsiao Family Trust A | |||||||
Dated: | November 1, 2019 | By: | /s/ Jane H. Hsiao, Ph.D. | ||||
Name: | Jane H. Hsiao, Ph.D. | ||||||
Title: | Trustee | ||||||
The Chiin Hsiung Hsiao Family Trust B | |||||||
Dated: | November 1, 2019 | By: | /s/ Jane H. Hsiao, Ph.D. | ||||
Name: | Jane H. Hsiao, Ph.D. | ||||||
Title: | Trustee | ||||||
Hsu Gamma Investment, L.P. | |||||||
Dated: | November 1, 2019 | By: | /s/ Jane H. Hsiao, Ph.D. | ||||
Name: | Jane H. Hsiao, Ph.D. | ||||||
Title: | General Partner | ||||||
Dated: | November 1, 2019 | By: | /s/ Jane H. Hsiao, Ph.D. | ||||
Name: | Jane H. Hsiao, Ph.D. | ||||||
Title: | Jane H. Hsiao, Ph.D., Individually |