Attached files
| file | filename |
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| EX-99.1 - EX-99.1 - OPKO HEALTH, INC. | exhibit1.htm |
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): | January 28, 2011 |
OPKO Health, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-33528 | 75-2402409 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 4400 Biscayne Blvd., Miami, Florida | 33137 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (305) 575-4100 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2011, OPKO Health, Inc., through a wholly-owned subsidiary (the "Company") entered into a definitive agreement (the "Merger Agreement") among the Company, CURNA, Inc., KUR, LLC, and each of CURNA’s shareholders and optionholders, pursuant to which the Company agreed to acquire all of the outstanding stock of CURNA in exchange for $10 million in cash. CURNA is a privately held RNA therapeutics company based in Jupiter, Florida, engaged in the discovery of new drugs for the treatment of a wide variety of illnesses, including cancer, heart disease, metabolic disorders and a range of genetic anomalies. Closing of the transaction occurred on January 31, 2011.
The foregoing description of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of the Merger Agreement, which shall be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ending March 31, 2011.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 in its entirety.
Item 8.01 Other Events.
On February 1, 2011, the Company issued a press release announcing the entry into the Merger Agreement as set forth in Item 1.01 of this Current Report on Form 8-K. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Act.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
99.1 Press Release of the Company dated February 1, 2011
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPKO Health, Inc. | ||||
| February 1, 2011 | By: |
Rao Uppaluri
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| Name: Rao Uppaluri | ||||
| Title: Senior Vice President, Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release |