SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on April 3, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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OPKO HEALTH, INC.
(Name of Issuer) |
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Common Stock, par value $0.01 per share
(Title of Class of Securities) |
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68375N103
(CUSIP Number) |
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Camielle Green
OPKO Health, Inc., 4400 Biscayne Boulevard Miami, FL, 33137 (305) 575-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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04/02/2025
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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| CUSIP No. | 68375N103 |
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Name of reporting person
HSIAO JANE PH D
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
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Source of funds (See Instructions)
PF, OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
35,677,284.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.5 %
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| 14 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person:
(1) Includes (i) 27,999,880 shares 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; and (iii) options to acquire 2,550,000 shares of Common Stock, which are exercisable within 60 days.
(2) Calculated based on (i) 793,051,553 shares outstanding as of April 3, 2025, as communicated by the Issuer to the Reporting Person; and (ii) options to acquire 2,550,000 shares of Common Stock, which are exercisable within 60 days.
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SCHEDULE 13D
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| CUSIP No. | 68375N103 |
| 1 |
Name of reporting person
Hsu Gamma Investments, LP
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,127,404.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.7 %
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| 14 | Type of Reporting Person (See Instructions)
PN
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Comment for Type of Reporting Person:
(1) Calculated based on 793,051,553 shares outstanding as of April 3, 2025, as communicated by the Issuer to the Reporting Person.
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SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share
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| (b) | Name of Issuer:
OPKO HEALTH, INC.
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| (c) | Address of Issuer's Principal Executive Offices:
4400 BISCAYNE BLVD., MIAMI,
FLORIDA
, 33137.
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Item 1 Comment:
This Amendment No. 11 (the "Amendment") amends and supplements the statement on Schedule 13D filed on February 14, 2008, as amended by Amendment No. 1 to the Schedule 13D filed on August 21, 2008, as amended by Amendment No. 2 to the Schedule 13D filed on October 1, 2009, as amended by Amendment No. 3 to the Schedule 13D filed on March 22, 2013, as amended by Amendment No. 4 to the Schedule 13D filed on September 16, 2013, as amended by Amendment No. 5 to the Schedule 13D filed on December 18, 2015, as amended by Amendment No. 6 to the Schedule 13D filed on November 20, 2018, as amended by Amendment No. 7 to the Schedule 13D filed on November 1, 2019, as amended by Amendment No. 8 to the Schedule 13D filed on March 20, 2020, as amended by Amendment No. 9 to the Schedule 13D filed on August 19, 2022, as amended by Amendment No. 10 to the Schedule 13D filed on January 24, 2024 (together, the "Original Schedule 13D"), by Jane Hsiao, Ph.D. ("Dr. Hsiao"), The Chiin Hsiung Hsiao Family Trust A, The Chiin Hsiung Hsiao Family Trust B, and Hsu Gamma Investment, L.P. ("Hsu Gamma"). This Amendment is filed with respect to the common stock, par value $0.01 per share ("Common Stock"), of OPKO Health, Inc., a Delaware corporation (the "Issuer")
This Amendment is being filed solely as a result of a change in the Issuer's number of outstanding shares of Common Stock.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Dr. Hsiao may be deemed to beneficially own 35,677,284 shares of Common Stock, which consist of (i) 5,127,404 shares of Common Stock held by Hsu Gamma, and (ii) 30,549,880 shares of Common Stock held individually. The 30,549,880 shares of Common Stock individually held by Dr. Hsiao include (i) 27,999,880 shares of Common Stock held individually; and (ii) options to purchase 2,550,000 shares of Common Stock, exercisable within 60 days of the date hereof. The 35,677,284 shares of Common Stock beneficially owned by Dr. Hsiao constitute approximately 4.48% of the Issuer's outstanding shares of Common Stock, based upon 793,051,553 shares outstanding as of April 3, 2025, as communicated by the Issuer to the Reporting Person. Dr. Hsiao has sole voting and dispositive power over 35,677,284 shares of Common Stock.
Hsu Gamma beneficially owns 5,127,404 shares of Common Stock, which constitutes approximately 0.65% of the Issuer's outstanding shares of Common Stock, based upon 793,051,553 shares outstanding as of April 3, 2025, as communicated by the Issuer to the Reporting person. Dr. Hsiao is the general partner of Hsu Gamma and holds sole voting and dispositive power with respect to the 5,127,404 shares of Common Stock held by Hsu Gamma. |
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| (b) | Dr. Hsiao may be deemed to beneficially own 35,677,284 shares of Common Stock, which consist of (i) 5,127,404 shares of Common Stock held by Hsu Gamma, and (ii) 30,549,880 shares of Common Stock held individually. The 30,549,880 shares of Common Stock individually held by Dr. Hsiao include (i) 27,999,880 shares of Common Stock held individually; and (ii) options to purchase 2,550,000 shares of Common Stock, exercisable within 60 days of the date hereof. The 35,677,284 shares of Common Stock beneficially owned by Dr. Hsiao constitute approximately 4.48% of the Issuer's outstanding shares of Common Stock, based upon 793,051,553 shares outstanding as of April 3, 2025, as communicated by the Issuer to the Reporting Person. Dr. Hsiao has sole voting and dispositive power over 35,677,284 shares of Common Stock.
Hsu Gamma beneficially owns 5,127,404 shares of Common Stock, which constitutes approximately 0.65% of the Issuer's outstanding shares of Common Stock, based upon 793,051,553 shares outstanding as of April 3, 2025, as communicated by the Issuer to the Reporting person. Dr. Hsiao is the general partner of Hsu Gamma and holds sole voting and dispositive power with respect to the 5,127,404 shares of Common Stock held by Hsu Gamma. |
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| (c) | In the last 60 days prior to the filing of this Amendment No. 11, Hsu Gamma and Dr. Hsiao have not effected any transactions in the shares of Common Stock. |
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| (d) | Except as described herein, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Issuer beneficially owned by them. |
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| (e) | On or about April 2, 2025, Dr. Hsiao ceased to beneficially own more than 5% of the Common Stock. |
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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