OPKO HEALTH, INC. : Entering into a Material Definitive Agreement, Unrecorded Sale of Equity Securities, Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)

SECTION 1.01. Conclusion of a significant definitive agreement.


On May 9, 2022 (the "Closing Date"), OPKO Health, Inc., a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Orca Acquisition Sub, Inc., a Delaware corporation and wholly
owned subsidiary of the Company ("Merger Sub"), ModeX Therapeutics, Inc., a
Delaware corporation ("ModeX"), and Gary J. Nabel, solely in his capacity as
sellers' representative.

Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with
and into ModeX (the "Merger"), with ModeX surviving the Merger as a wholly owned
subsidiary of the Company. On the Closing Date, the Company paid consideration
for ModeX of $300.0 million, subject to a customary purchase price adjustment
mechanism, including that ModeX be free of debt, as well as deduction for
certain equity awards issued on the Closing Date, as described below. The
Company paid the entirety of the purchase price pursuant to the issuance of an
aggregate of 89,907,310 shares (the "Consideration Shares") of the Company's
common stock, par value $0.01 per share ("Common Stock"), to the former
stockholders of ModeX (the "Selling Stockholders"), of which 10% of such shares
were deposited in a twelve-month escrow for purposes of satisfying the potential
indemnity obligations of the Selling Stockholders under the Merger Agreement.
Additionally, the Company issued equity awards to ModeX employees in an
aggregate amount equal to $12.4 million, which was deducted from the
consideration payable on the Closing Date. If any of such awards are forfeited
or otherwise remain unvested on the four-year anniversary of the Closing Date,
up to $2.6 million of shares of Common Stock (valued at the same price used for
determining the number of Consideration Shares issuable upon consummation of the
Merger) may be distributed pro rata to ModeX's former stockholders in respect of
such forfeited or unvested awards. Shares of Common Stock with respect to such
potential distribution have been escrowed and will remain escrowed for such
four-year period.

In accordance with the Merger Agreement, Dr. Phillip Frost, the Company's Chief
Executive Officer and Chairman of the Board of Directors (the "Board"), Dr. Jane
Hsiao, the Company's Chief Technical Officer and a Director, and Frost Gamma
Investments Trust ("FGIT"), a trust controlled by Dr. Frost, entered into a
lockup and voting agreement, together with the Company (the "Lockup and Voting
Agreement"), pursuant to which: (i) FGIT has agreed that, for a period of four
years immediately following the Closing Date, it will not sell or otherwise
transfer its shares of Common Stock, subject to certain customary exceptions;
and (ii) Drs. Frost and Hsiao agreed that, for as long either Dr. Elias A.
Zerhouni or Dr. Gary J. Nabel remains an employee of the Company or ModeX, Drs.
Frost and Hsiao will vote, or cause to be voted, all of their respective shares
of Common Stock in favor of such person's election to the Board.

Additionally, in accordance with the Merger Agreement, certain recipients of the
Consideration Shares, holding in aggregate approximately 88.0% of the
Consideration Shares, agreed not to sell or otherwise transfer their respective
Consideration Shares for a period of four years immediately following the
Closing Date on the same terms as contained in the Lockup and Voting Agreement.

The foregoing description of each of the Merger Agreement and the Lockup and
Voting Agreement is only a summary and is qualified in its entirety by reference
to the full text of the Merger Agreement and the Lockup and Voting Agreement,
which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current
Report on Form 8-K and incorporated by reference herein.

The Merger Agreement is filed with this Current Report on Form 8-K to provide
securityholders with information regarding its terms. It is not intended to
provide any other factual information about the Company, ModeX or any other
party thereto. The representations, warranties and covenants contained in the
Merger Agreement were made solely for purposes of such agreement and as of
specific dates, are solely for the benefit of the parties to the Merger
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 Merger 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 securityholders. Securityholders should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Company,
ModeX or any other party thereto. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the Company's public disclosures, except to the extent required by law.


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SECTION 3.02. Unrecorded sales of Equity securities.


On the Closing Date, the Company issued the Consideration Shares in
consideration for its acquisition of ModeX in accordance the Merger Agreement,
as described in Item 1.01 of this Current Report on Form 8-K, which description
is incorporated by reference in this Item 3.02. The Consideration Shares have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and the Company offered the Consideration Shares in reliance
upon the exemption from registration contained in Section 4(a)(2) of the
Securities Act. Each recipient of Consideration Shares must represent to the
Company that such recipient is an "accredited investor" as defined in Rule
501(a) under the Securities Act and was acquiring the Consideration Shares for
investment and not with a view to distribution thereof in violation of the
Securities Act.


ITEM 5.02.                 Departure of Directors or Certain Officers; 

Election of directors;

                           Appointment of Certain Officers; Compensatory 

Arrangements of some

                           Officers.


On the Closing Date, in connection with the transactions contemplated by the
Merger Agreement, the Board expanded its size from 10 to 13 directors and
appointed Elias Zerhouni, M.D. as the Company's President and Vice Chairman of
the Board, Gary Nabel, M.D., Ph.D., as the Company's Chief Innovation Officer
and a director, and Alexis Borisy as a director. Each such person will serve an
initial term as director that expires on the date of the Company's 2022 annual
meeting of stockholders and until such person's successor is duly elected or
appointed and qualified.

Dr. Zerhouni, 71 years old, had been the chairman and is the co-founder of
ModeX, a start-up biotechnology company focused on multi specific-immune
therapies for cancer and viral diseases, from November 2020 until its
acquisition by the Company on the Closing Date. He is a physician scientist in
Imaging and Biomedical Engineering. He served as President of Global Research &
Development and Executive Vice President of Sanofi (NASDAQ: SNY) from 2010-2018,
as Senior Fellow for global health research at the Bill and Melinda Gates
Foundation from 2009 to 2010 and as Presidential U.S. envoy for science and
technology from 2009 to 2010. He was Director of the U.S. National Institutes of
Health from 2002 to 2008, Executive Vice Dean and Dean for research at the Johns
Hopkins School of Medicine from 1996 to 2002, and Professor of Radiology and
Biomedical Engineering and chair of the department of Radiological Sciences. Dr.
Zerhouni was elected to the National Academy of Medicine and to the National
Academy of Engineering. He serves on the board of the Lasker Foundation, the
Foundation for National Institutes of Health, and Research!America. He received
the 2017 Scripps Executive of the Year Award for the pharmaceutical industry and
the French Legion of Honor in 2008. Since 2009, Dr. Zerhouni has served as a
director of the publicly traded Danaher Corporation (NYSE:DHR), a global science
and technology innovator committed to helping its customers solve complex
challenges and improving quality of life around the world.

Dr. Nabel, 68 years old, is the co-founder of ModeX and has served as its Chief
Executive Officer and President since November 2020. Since 2001, Dr. Nabel has
served as a director of SIGA Technologies, Inc. (NASDAQ: SIGA), a commercial
stage pharmaceutical company focused on providing solutions for unmet needs in
health security. Dr. Nabel recently retired as Chief Scientific Officer, Global
Research and Development, and Head of the North American Research & Development
hub at Sanofi. In addition to serving as Senior Vice President for Sanofi, Dr.
Nabel also oversaw the Breakthrough Lab, which developed the first trispecific
antibodies now in development for HIV, as well as cancer immunotherapies and
novel vaccines. An author of more than 450 scientific publications, Dr. Nabel
joined Sanofi in 2012 from the National Institutes of Health, where he served as
Director of the Vaccine Research Center (VRC) from 1999 to December 2012, during
which time, he provided overall direction and scientific leadership of the
basic, clinical, and translational research activities and guided development of
novel vaccine strategies against HIV, universal influenza, Ebola and emerging
infectious disease viruses. Dr. Nabel graduated magna cum laude from Harvard
College in 1975 and continued his graduate studies at Harvard, completing his
Ph.D. in 1980 and his M.D. two years later, followed by a post-doctoral
fellowship with David Baltimore at the Whitehead Institute. Dr. Nabel was
elected to the National Academy of Medicine in 1998. Among his many other
honors, Dr. Nabel received the Amgen Scientific Achievement Award from the
American Society for Biochemistry and Molecular Biology, the Health and Human
Services Secretary's Award for Distinguished Service, and is a fellow of the
American Association of Physicians, and the American Academy of Arts Sciences.

Alexis Borisy, 50 years old, is the founder of EQRx, Inc. (NASDAQ: EQRX), a
pharmaceutical company founded in 2019 committed to developing and delivering
innovative medicines to patients at radically lower prices, and has served as
its Executive Chairman since 2021, previously serving as its Chairman and Chief
Executive Officer from


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2019 to 2021. Prior to founding EQRx, Mr. Borisy cofounded Relay Therapeutics,
Inc. (NASDAQ: RLAY), a clinical-stage precision medicine company transforming
the drug discovery process by combining leading-edge computational and
experimental technologies, and has served as its Chairman since 2016 and served
as its Chief Executive Officer from 2016 to 2017. He is also a cofounder of
Blueprint Medicines Corporation (NASDAQ: BPMC), a precision therapy company
focused on genomically defined cancers, rare diseases and cancer immunotherapy,
and has served on the board of directors since 2011 and was the Chief Executive
Officer from 2013 to 2014. He previously served as Chairman and Director of
Foundation Medicine, Inc. (NASDAQ: FMI), a molecular information company
dedicated to a transformation in cancer care, which he cofounded, from 2009-2018
and also served as its Chief Executive Officer from 2009-2011, and previously
served on the boards of Editas Medicine, Inc. (NASDAQ: EDIT), a leading gene
editing company dedicated to developing gene edited medicines for people living
with serious diseases around the world, from 2013 to 2018, and Thrive Earlier
Detection Corp., a privately held healthcare company dedicated to incorporating
earlier cancer detection into routine medical care, from 2019-2021. Mr. Borisy
was a partner in Third Rock Ventures, LLC, a leading healthcare venture firm
focused on advancing disruptive areas of science and medicine to deliver
breakthroughs to patients, from 2010-2019. He currently serves on the board of
directors of several public companies, including Tango Therapeutics, Inc.
(NASDAQ: TNGX), a biotechnology company committed to discovering and delivering
the next generation of precision cancer medicines, Revolution Medicines, Inc.
(NASDAQ: RVMD), a clinical-stage oncology company developing targeted therapies
for RAS-addicted cancers, and Megenta Therapeutics, Inc. (NASDAQ: MGTA), a
clinical-stage biotechnology company developing novel medicines designed to
bring the curative power of stem cell transplant to more patients. He also
currently serves on the board of directors of the privately held, Celsius
Therapeutics, Inc. and Nextech Invest, Ltd. Mr. Borisy is the Chairman of the
Board of Trustees of the Boston Museum of Science, and he previously served as
Chairman of the National Venture Capital Association. He holds a Master's Degree
in chemistry and chemical biology from Harvard University and a Bachelor of
Science in chemistry from the University of Chicago.

In connection with his appointment as President, the Company and Dr. Zerhouni
entered into an employment letter agreement (the "Zerhouni Employment
Agreement"), providing for an annual base salary of $900,000, as well as annual
cash incentives based upon the achievement of annual performance goals and
criteria established from time to time by the Company. The Zerhouni Employment
Agreement provides that Dr. Zerhouni's target cash bonus will be no less than
50% of his base salary. Additionally, the Zerhouni Employment Agreement provides
that, if the Company terminates Dr. Zerhouni's employment without "cause" or Dr.
Zerhouni terminates his employment for "good reason" (each as defined in the
Zerhouni Employment Agreement), then the Company will pay Dr. Zerhouni all
amounts accrued but unpaid as of the effective date of such termination, as well
as continuation of his salary and benefits for a twelve-month period post
termination (the "Severance Period"). Additionally, any outstanding equity
awards granted to Dr. Zerhouni which would have vested during the Severance
Period would vest automatically upon such termination, and all vested equity
awards would be exercisable in accordance with the terms of the applicable
equity plan and as determined by the Compensation Committee of the Board (the
"Compensation Committee"). The Zerhouni Employment Agreement otherwise contains
customary covenants of the parties, including non-competition and
non-solicitation provisions in favor of the Company.

In connection with his appointment as Chief Innovation Officer and his continued
role as Chief Executive Officer of ModeX, the Company and Dr. Nabel entered into
an employment letter agreement (the "Nabel Employment Agreement"), providing for
an annual base salary of $750,000, as well as annual cash incentives based upon
the achievement of annual performance goals and criteria established from time
to time by the Company. The Nabel Employment Agreement provides that Dr. Nabel's
target cash bonus will be no less than 50% of his base salary. Additionally, the
Nabel Employment Agreement provides that, if the Company terminates Dr. Nabel's
employment without "cause" or Dr. Nabel terminates his employment for "good
reason" (each as defined in the Nabel Employment Agreement), then the Company
will pay Dr. Nabel all amounts accrued but unpaid as of the effective date of
such termination, as well as continuation of his salary and benefits for the
Severance Period. Additionally, any outstanding equity awards granted to Dr.
Nabel which would have vested during the Severance Period would vest
automatically upon such termination, and all vested equity awards would be
exercisable in accordance with the terms of the applicable equity plan and as
determined by the Compensation Committee. The Nabel Employment Agreement
otherwise contains customary covenants of the parties, including non-competition
and non-solicitation provisions in favor of the Company.

The foregoing description of Zerhouni’s Employment Agreement and Nabel’s Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of Zerhouni’s Employment Agreement and

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Nabel’s employment contract, which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein

Mr. Borisy will participate in the standard non-management director compensation
arrangements described in the section entitled "Director Compensation" that is
included in the Company's amendment to its Annual Report on Form 10-K/A filed
with the Securities and Exchange Commission on May 2, 2022.

In connection with the Merger, the Compensation Committee granted Mr. Borisy
312,612 shares of restricted Common Stock. In connection with his appointment to
the Board as an independent director, the Compensation Committee granted him
ten-year options to purchase an aggregate of 50,000 shares of Common Stock at an
exercise price of $2.44 per share, which become exercisable on May 9, 2023.

In connection with their employment with the Company, the Compensation Committee
granted each of Dr. Zerhouni and Dr. Nabel ten-year options to purchase an
aggregate of 34,923 shares of Common Stock at an exercise price of $3.1989 per
share, which become exercisable in four equal annual installments commencing on
May 9, 2023.
. . .


ITEM 9.01.        Financial Statements and Exhibits.


   (d)   Exhibits


  Exhibit No.           Description

2.1                     Agreement and Plan of Merger, dated as of May 9,

2022, by and among the

                        Company, ModeX Therapeutics, Inc., Orca Acquisition 

Under, Inc. and GaryJ.

                        Nabel, solely in the capacity of a representative of the Stockholders.
10.1**                  Lock-up and Voting Agreement, dated as of May 9, 

2022, by and among the

                        Company, Dr. Phillip Frost, Dr. Jane Hsiao and Frost Gamma Investments Trust.
10.2**                  Offer Letter, dated May 9, 2022, by and between the Company and Dr. Zerhouni.
10.3**                  Offer Letter, dated May 9. 2022, by and between the Company and Dr. Nabel.
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________________________

*  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. The Company 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.

** Management contract or compensation plan or arrangement.

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                                 Exhibit Index
  Exhibit No.           Description

  2.1                     Agreement and Plan of Merger, dated as of May 9, 

2022, by and among the

                        Company, ModeX Therapeutics, Inc., Orca Acquisition 

Under, Inc. and GaryJ.

                        Nabel, solely in the capacity of a representative 

of the Shareholders.

  10.1  **                Lock-up and Voting Agreement, dated as of May 9, 

2022, by and among the

                        Company, Dr. Phillip Frost, Dr. Jane Hsiao and 

Frost Gamma Investments

                        Trust.
  10.2  **                Offer Letter, dated May 9, 2022, by and between the Company and Dr.
                        Zerhouni.
  10.3  **                Offer Letter, dated May 9. 2022, by and between the Company and Dr. Nabel.
104                     Cover Page Interactive Data File-the cover page 

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________________________

*  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. The Company 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.

** Management contract or compensation plan or arrangement.

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