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OPKO issues $125,000,000 in additional senior secured notes

Tickers OPK

The notes mature in July 2044 and are secured by royalty payments that EirGen Pharma Limited receives on mazdutide. HCR Injection SPV, LLC serves as agent.

Key facts

Company
OPKO HEALTH, INC. (NASDAQ: OPK)
News type
Debt Financing
Primary source
OPKO HEALTH, INC. 8-K (2026-08-14)
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OPKO Health, Inc. entered into an amendment dated August 13, 2026 to its initial Note Purchase Agreement dated July 17, 2024. Under the amendment, the company issued additional senior secured notes with an aggregate initial principal amount of $125,000,000, according to a Form 8-K filed on August 14, 2026. HCR Injection SPV, LLC is the agent. The filing describes the purchasers only as certain purchasers party to the agreement, and it names no underwriter or placement agent. The guarantors are OPKO Biologics Ltd. and EirGen Pharma Limited, both wholly owned subsidiaries.

The notes were issued under the exemption in Section 4(a)(2) of the Securities Act and Rule 144. Each purchaser represented that it is an accredited investor or a qualified institutional buyer. The company says the full amendment and the form of additional note will be filed with its quarterly report for the quarter ending September 30, 2026, so the 8-K carries only a summary of the terms.

The amended notes

The notes mature on July 17, 2044. They bear interest at the three-month Secured Overnight Financing Rate, subject to a 4.0% per annum floor, plus 7.5% per annum, consistent with the original agreement. Interest is payable quarterly, and the amount depends on profit share payments that EirGen receives under its arrangement with Pfizer, Inc.

The notes are secured by EirGen's royalty interest in mazdutide under a license agreement with Eli Lilly and Company dated February 25, 2010. EirGen receives royalties on sales of mazdutide in China under that license. If the royalty payments received in a quarter fall short of the accrued interest, mazdutide payments cover the shortfall first, and any money left over pays down principal. Mazdutide payments are capped at $187.5 million, subject to certain indemnified liabilities and expenses.

Security and covenants

The guarantors have guaranteed the obligations and granted security interests in certain of their assets. The amended agreement includes negative covenants that limit indebtedness, liens, amendments to certain material contracts and dispositions of assets. It also has financial covenants and events of default. These include payment defaults, inaccurate representations, covenant breaches, bankruptcy and insolvency proceedings, and cross-payment defaults on certain other material debt. The 8-K does not give the levels of the financial covenants.

Financial results

Revenue was $606.9 million in 2025, down from $713.1 million in 2024. The net loss widened to $225.7 million in 2025 from $53.2 million in 2024. Research and development expense rose to $124.0 million from $105.2 million. Cash used in operations was $178.5 million in 2025, against $183.5 million in 2024. Year-end 2024 cash and cash equivalents were $426.6 million. These figures come from the 10-K filed on February 26, 2026, the annual report that preceded the amendment.

The company is adding $125,000,000 of secured debt while its loss grew and its revenue fell. The 8-K does not say how the proceeds will be used, and it does not give the size of the Pfizer profit share that determines the interest payments. The interest is tied to payments from the Pfizer arrangement, with mazdutide royalties from China as a backstop capped at $187.5 million, so the notes lean on income that OPKO's own subsidiary, EirGen, receives from other companies' products.

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