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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 6, 2008

 

OPKO Health, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-26648		75-2402409
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4400 Biscayne Blvd

Suite 1180

Miami, Florida 33137

(Address of Principal Executive Offices)

 

 

Registrant’s telephone number, including area code: (305) 575-4138

 

 

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(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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ITEM 1.01.

Entry into a Material Definitive Agreement

On May 6, 2008, OPKO Health, Inc. (the “Company”) completed the acquisition of Vidus Ocular, Inc., a privately-held company that is developing Aquashunt™, a shunt to be used in the treatment of glaucoma. Pursuant to a Securities Purchase Agreement with Vidus, each of its stockholders, and the holders of convertible promissory notes issued by Vidus, the Company acquired all of the outstanding stock and convertible debt of Vidus in exchange for (i) the issuance and delivery at closing of 658,080 shares of the Company’s common stock (the “Closing Shares”); (ii) the issuance of 488,420 shares of the Company’s common stock to be held in escrow pending the occurrence of certain development milestones (the “Milestone Shares”); and (iii) the issuance of options to acquire 200,000 shares of the Company’s common stock. Additionally, in the event that the stock price for the Company’s common stock at the time of receipt of approval or clearance by the U.S. Food & Drug Administration of a pre-market notification 510(k) relating to the Aquashunt is not at or above a specified price, the Company will be obligated to issue an additional 413,850 shares of its common stock. A portion of the Closing Shares and the Milestone Shares will remain in escrow for a period of one year to satisfy indemnification claims.

 

ITEM 9.01.

Financial Statements and Exhibits.

     

(d)

Exhibits

                   

	No.	Description
	99.1	Press Release of the Company dated May 7, 2008

 

 

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