6-K
Prenetics Global Ltd (PRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number 001-41401
Prenetics Global Limited
Unit 701-706, K11 Atelier King’s Road
728 King’s Road, Quarry Bay
Hong Kong
(Address ofprincipal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Exhibit Index
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, thereunto duly authorized.
| Prenetics Global Limited | ||
|---|---|---|
| By: | /s/ Stephen Lo | |
| Name: | Stephen Lo | |
| Title: | Chief Financial Officer | |
| Date: November 20, 2023 |
EX-99.1
Exhibit 99.1
Prenetics Announces Third Quarter 2023 Financial Results
HONG KONG, November 20, 2023 – Prenetics Global Limited (NASDAQ: PRE) (“Prenetics” or the “Company”), a leading genomics-driven health sciences company, today announced financial results for the third quarter ended September 30, 2023, along with recent business updates.
Third Quarter 2023 Financial Highlights
| • | Revenue from continuing operations of US$4.9 million |
|---|---|
| • | Adjusted EBITDA from continuing operations of US$(6.4) million |
| --- | --- |
| • | Cash and other short-term assets^1^ of US$105.2 million<br>as of September 30, 2023; with an additional $79.1 million of cash with Insighta, our 50/50 joint venture in early cancer detection with Professor Dennis Lo |
| --- | --- |
“During the third quarter, we made further progress on our transformation. The recent completion of the reverse stock split also addressed any uncertainty regarding our listing status. We believe there are significant opportunities with our consumer health and clinical oncology business units, and are making investments to address these significant opportunities. With the strong cash position and a strong team, we are confident in our pathway to deliver growth and value.” said Danny Yeung, Chief Executive Officer and Co-Founder of Prenetics.
Recent Highlights
| • | Completion of reverse stock split at a ratio of<br>1-for-15 on November 14, 2023, to bring the Company into compliance with the minimum US$1.00 per share requirement for continued listing on NASDAQ<br> |
|---|---|
| • | ACT Genomics launched ACTLiquid, a 500-gene comprehensive genomic profile<br>“liquid” biopsy test |
| --- | --- |
| • | Cost reduction and restructuring progressed as planned, with business units CircleDNA and ACT Genomics expected<br>to achieve EBITDA breakeven by the end of the year, which will be the first time in company history. |
| --- | --- |
| • | Insighta’s 500-participants clinical trial for early cancer<br>detection is in progress, and is expected to have full results for publication in the first half of 2024 |
| --- | --- |
About Prenetics
Prenetics (NASDAQ:PRE), a leading genomics-driven health sciences company, is revolutionizing prevention, early detection, and treatment. Our prevention arm, CircleDNA, uses whole exome sequencing to offer the world’s most comprehensive consumer DNA test. Insighta, our US$200 million joint venture with renowned scientist Prof. Dennis Lo, underscores our unwavering commitment to saving lives through pioneering multi-cancer early detection technologies. Insighta plans to introduce Presight for lung and liver cancers in 2025, and to expand with Presight One for 10+ cancers in 2027. Lastly, ACT Genomics, our treatment unit, is the first Asia-based company to achieve FDA clearance for comprehensive genomic profiling of solid tumors via ACTOnco. Each of Prenetics’ units synergistically enhances our global impact on health, truly embodying our commitment to ‘enhancing life through science’. To learn more about Prenetics, please visit www.prenetics.com
| ^1^ | Represents current assets, including cash and cash equivalents totaling US$71.3 million, financial assets<br>at fair value through profit or loss of US$13.6 million, and trade receivables of US$4.5 million, amongst other accounting line items under current assets. Insighta is accounted for using equity method and is not consolidated in the<br>results of Prenetics. |
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Investor Relations Contact:
Forward-Looking Statements
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s goals, targets, projections, outlooks, beliefs, expectations, strategy, plans, objectives of management for future operations of the Company, and growth opportunities are forward-looking statements. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company, which involve inherent risks and uncertainties, therefore they should not be relied upon as being necessarily indicative of future results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to: the Company’s ability to further develop and grow its business, including new products and services; its ability to execute on its new business strategy in genomics, precision oncology, and specifically, early detection for cancer; the results of case control studies and/or clinical trials; and its ability to identify and execute on M&A opportunities, especially in precision oncology. In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described in the “Risk Factors” section of the Company’s most recent registration statement and the prospectus therein, and the other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.
Basis of Presentation
Unaudited Financial Information and Non-IFRS Financial Measures has been provided in the financial statements tables included at the end of this press release. An explanation of these measures is also included below under the heading “Unaudited Financial Information and Non-IFRS Financial Measures.”
Unaudited Financial Information and Non-IFRS Financial Measures
To supplement Prenetics’ consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), the Company is providing non-IFRS measures, adjusted EBITDA from continuing operations, adjusted gross profit from continuing operations and adjusted (loss)/profit attributable to equity shareholders of Prenetics. These non-IFRS financial measures are not based on any standardized methodology prescribed by IFRS and are not necessarily comparable to similarly-titled measures presented by other companies. Management believes these non-IFRS financial measures are useful to investors in evaluating the Company’s ongoing operating results and trends.
Management is excluding from some or all of its non-IFRS results (1) Employee equity-settled share-based payment expenses, (2) depreciation and amortization, (3) finance income and exchange gain or loss, net, and (4) certain items that may not be indicative of our business, results of operations, or outlook, including but not limited to non-cash and/ or non-recurring items. These non-IFRS financial measures are limited in value because they exclude certain items that may have a material impact on the reported financial results. Management accounts for this limitation by analyzing results on an IFRS basis as well as a non-IFRS basis and also by providing IFRS measures in the Company’s public disclosures.
In addition, other companies, including companies in the same industry, may not use the same non-IFRS measures or may calculate these metrics in a different manner than management or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of these non-IFRS measures as comparative measures. Because of these limitations, the Company’s non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. Investors are encouraged to review the non-IFRS reconciliations provided in the tables captioned “Reconciliation of loss from operations from continuing operations under IFRS and adjusted EBITDA from continuing operations (Non-IFRS)”, “Reconciliation of gross profit from continuing operations under IFRS and adjusted gross profit from continuing operations (Non-IFRS)” and “Reconciliation of (loss)/profit attributable to equity shareholders of Prenetics under IFRS and adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS)” set forth at the end of this document.
PRENETICS GLOBAL LIMITED
Unaudited consolidated statements of financial position
(Expressed in United States dollars unless otherwise indicated)
| September 30, | June 30, | December 31, | |
|---|---|---|---|
| 2023 | 2023 | 2022 | |
| Assets | |||
| Property, plant and equipment | |||
| Intangible assets | |||
| Goodwill | |||
| Interests in equity-accounted investees | |||
| Financial assets at fair value through profit or loss | |||
| Deferred tax assets | |||
| Deferred expenses | |||
| Other non-current assets | |||
| Non-current assets | |||
| Deferred expenses | |||
| Inventories | |||
| Trade receivables | |||
| Deposits, prepayments and other receivables | |||
| Amount due from a related company | |||
| Amount due from an equity-accounted investee | |||
| Financial assets at fair value through profit or loss | |||
| Short-term deposits | |||
| Cash and cash equivalents | |||
| Current assets | |||
| Total assets | |||
| Liabilities | |||
| Deferred tax liabilities | |||
| Warrant liabilities | |||
| Lease liabilities | |||
| Other non-current liabilities | |||
| Non-current liabilities | |||
| Trade payables | |||
| Accrued expenses and other current liabilities | |||
| Contract liabilities | |||
| Lease liabilities | |||
| Liabilities for puttable financial<br>instrument^2^ | |||
| Tax payable | |||
| Current liabilities | |||
| Total liabilities | |||
| Equity | |||
| Share capital^3^ | |||
| Reserves | |||
| Total equity attributable to equity shareholders of the Company | |||
| Non-controlling interests | |||
| Total equity | |||
| Total equity and liabilities |
All values are in US Dollars.
PRENETICS GLOBAL LIMITED
Unaudited consolidated statements of profit or loss and other comprehensive income
(Expressed in United States dollars unless otherwise indicated)
| For the nine months ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2023 | 2022 | |||
| **** | **** | |||
| ) | ||||
| Continuing operations | ||||
| Revenue | ||||
| Direct costs | ) | ) | ||
| Gross profit | ||||
| Other income and other net gain/(losses) | ) | |||
| Selling and distribution expenses^4^ | ) | ) | ||
| Research and development expenses^4^ | ) | ) | ||
| Restructuring costs^5^ | ) | |||
| Administrative and other operating<br>expenses^4^ | ) | ) | ||
| Loss from operations | ) | ) | ||
| Fair value loss on financial assets at fair value through profit or loss | ) | ) | ||
| Share-based payments on listing^6^ | ) | |||
| Fair value loss on preference shares liabilities | ) | |||
| Fair value gain/(loss) on warrant liabilities | ) | |||
| Share of loss of equity-accounted investees | ) | |||
| Other finance costs | ) | ) | ||
| Loss before taxation | ) | ) | ||
| Income tax credit | ||||
| Loss from continuing operations | ) | ) | ||
| Discontinued operation | ||||
| (Loss)/profit from discontinued operation, net of<br>tax^7^ | ) | |||
| Loss for the period | ) | ) | ||
| Other comprehensive income for the period | ||||
| Item that may be reclassified subsequently to profit or loss: | ||||
| Exchange difference on translation of foreign operations | ) | |||
| Total comprehensive income for the period | ) | ) | ||
| Loss attributable to: | ||||
| Equity shareholders of Prenetics | ) | ) | ||
| Non-controlling interests | ) | ) | ||
| ) | ) | |||
| Total comprehensive income attributable to: | ||||
| Equity shareholders of Prenetics | ) | ) | ||
| Non-controlling interests | ) | ) | ||
| ) | ) | |||
| Loss per share: | ||||
| Basic | ) | ) | ||
| Diluted | ) | ) | ||
| Loss per share - Continuing operations: | ||||
| Basic | ) | ) | ||
| Diluted | ) | ) | ||
| Weighted average number of common shares: | ||||
| Basic | ||||
| Diluted |
All values are in US Dollars.
PRENETICS GLOBAL LIMITED
Unaudited consolidated statements of profit or loss and other comprehensive income
(Expressed in United States dollars unless otherwise indicated)
| For the three months ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | ||||
| 2023 | 2023 | 2022 | ||||
| **** | **** | **** | ||||
| ) | ||||||
| Continuing operations | ||||||
| Revenue | ||||||
| Direct costs | ) | ) | ) | |||
| Gross profit | ||||||
| Other income and other net gain/(losses) | ) | |||||
| Selling and distribution expenses^4^ | ) | ) | ) | |||
| Research and development expenses^4^ | ) | ) | ) | |||
| Restructuring costs^5^ | ) | |||||
| Administrative and other operating<br>expenses^4^ | ) | ) | ) | |||
| Loss from operations | ) | ) | ) | |||
| Fair value loss on financial assets at fair value through<br><br><br>profit or loss | ) | ) | ||||
| Fair value gain/(loss) on warrant liabilities | ) | |||||
| Share of gain/(loss) of equity-accounted investees | ) | |||||
| Other finance costs | ) | ) | ) | |||
| Loss before taxation | ) | ) | ) | |||
| Income tax credit | ||||||
| Loss from continuing operations | ) | ) | ) | |||
| Discontinued operation | ||||||
| (Loss)/profit from discontinued operation, net of<br>tax^7^ | ) | ) | ||||
| Loss for the period | ) | ) | ) | |||
| Other comprehensive income for the period | ||||||
| Item that may be reclassified subsequently to profit or loss: | ||||||
| Exchange difference on translation of foreign<br><br><br>operations | ) | ) | ||||
| Total comprehensive income for the period | ) | ) | ) | |||
| Loss attributable to: | ||||||
| Equity shareholders of Prenetics | ) | ) | ) | |||
| Non-controlling interests | ) | ) | ) | |||
| ) | ) | ) | ||||
| Total comprehensive income attributable to: | ||||||
| Equity shareholders of Prenetics | ) | ) | ) | |||
| Non-controlling interests | ) | ) | ) | |||
| ) | ) | ) | ||||
| Loss per share: | ||||||
| Basic | ) | ) | ) | |||
| Diluted | ) | ) | ) | |||
| Loss per share - Continuing operations: | ||||||
| Basic | ) | ) | ) | |||
| Diluted | ) | ) | ) | |||
| Weighted average number of common shares: | ||||||
| Basic | ||||||
| Diluted |
All values are in US Dollars.
PRENETICS GLOBAL LIMITED
Unaudited Financial Information and Non-IFRS Financial Measures
(Expressed in United States dollars unless otherwise indicated)
Reconciliation of loss from operations from continuing operations under IFRS and adjusted EBITDA from continuing operations (Non-IFRS)
| For the nine months ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2023 | 2022 | |||
| **** | **** | |||
| ) | ||||
| Loss from operations from continuing operations under IFRS | ) | ) | ||
| Employee equity-settled share-based payment expenses | ||||
| Depreciation and amortization | ||||
| Other strategic financing, transactional expense and<br>non-recurring expenses | ||||
| Finance income, exchange gain or loss, net | ) | |||
| Adjusted EBITDA from continuing operations(Non-IFRS) | ) | ) |
All values are in US Dollars.
Reconciliation of gross profit from continuing operations under IFRS andadjusted gross profit from continuing operations (Non-IFRS)
| For the nine months ended | |||
|---|---|---|---|
| September 30, | September 30, | ||
| 2023 | 2022 | ||
| **** | |||
| ) | |||
| Gross profit from continuing operations under IFRS | |||
| Depreciation and amortization | |||
| Adjusted gross profit from continuing operations(Non-IFRS) |
All values are in US Dollars.
Reconciliation of loss attributable to equity shareholders of Prenetics underIFRS and adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS)
| For the nine months ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2023 | 2022 | |||
| **** | **** | |||
| Loss attributable to equity shareholders of Prenetics under IFRS | ) | ) | ||
| Employee equity-settled share-based payment expenses | ||||
| Other strategic financing, transactional expense and<br>non-recurring expenses | ||||
| Share-based payment on listing | ||||
| Fair value loss on preference shares liabilities | ||||
| Fair value (gain)/loss on warrant liabilities | ) | |||
| Fair value loss on financial assets at fair value through profit or loss | ||||
| Restructuring costs | ||||
| Adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS) | ) |
All values are in US Dollars.
PRENETICS GLOBAL LIMITED
Unaudited Financial Information and Non-IFRS Financial Measures
(Expressed in United States dollars unless otherwise indicated)
| Reconciliation of loss from operations from continuing operations under IFRS and adjusted EBITDA from continuing operations (Non-IFRS) | **** | |||||
|---|---|---|---|---|---|---|
| For the three months ended | ||||||
| September 30,2023 | June 30,2023 | September 30,2022 | ||||
| (Restated) | ||||||
| Loss from operations from continuing operations under IFRS | ) | ) | ) | |||
| Employee equity-settled share-based payment expenses | ||||||
| Depreciation and amortization | ||||||
| Other strategic financing, transactional expense and<br>non-recurring expenses | ||||||
| Finance income, exchange gain or loss, net | ) | ) | ||||
| Adjusted EBITDA from continuing operations(Non-IFRS) | ) | ) | ) | |||
| Reconciliation of gross profit from continuing operations under IFRS and adjusted gross profit from continuing operations (Non-IFRS) | **** | |||||
| For the three months ended | ||||||
| September 30,2023 | June 30,2023 | September 30,2022 | ||||
| (Restated) | ||||||
| Gross profit from continuing operations under IFRS | ||||||
| Depreciation and amortization | ||||||
| Adjusted gross profit from continuing operations(Non-IFRS) | ||||||
| Reconciliation of loss attributable to equity shareholders of Prenetics under IFRS and adjusted (loss)/profit attributable to equity shareholders of Prenetics(Non-IFRS) | **** | |||||
| For the three months ended | ||||||
| September 30,2023 | June 30,2023 | September 30,2022 | ||||
| Loss attributable to equity shareholders of Prenetics under IFRS | ) | ) | ) | |||
| Employee equity-settled share-based payment expenses | ||||||
| Other strategic financing, transactional expense and<br>non-recurring expenses | ||||||
| Fair value (gain)/loss on warrant liabilities | ) | ) | ||||
| Fair value loss on financial assets at fair value through profit or loss | ||||||
| Restructuring costs | ||||||
| Adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS) | ) | ) |
All values are in US Dollars.
| ^2^ | In connection with the acquisition of ACT Genomics, the remaining shareholders of ACT Genomics - representing<br>25.61% of the fully diluted shareholding of ACT Genomics that Prenetics does not own - were granted put options which allow these remaining shareholders to put their remaining shares to Prenetics under certain conditions. The liabilities arising<br>from such put option are recorded as liabilities for puttable financial instrument, and are valued at the present value of the exercise price of the put option. | ||||
|---|---|---|---|---|---|
| ^3^ | Represents number of authorized and issued shares as follows: | ||||
| --- | --- | ||||
| June 30, **** | December 31, | ||||
| --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | ||||
| Number of authorized shares of 0.0001 each | 500,000,000 | 500,000,000 | 500,000,000 | ||
| Number of issued shares | 180,271,908 | 157,905,434 | 136,983,110 |
All values are in US Dollars.
| ^4^ | Includes equity-settled share-based payment expenses (excluding share-based payment on listing) from continuing<br>operations as follows: | ||
|---|---|---|---|
| For the nine months ended | |||
| --- | --- | --- | --- |
| September 30,2023 | September 30,2022 | ||
| ) | |||
| Selling and distribution expenses | |||
| Research and development expenses | |||
| Administrative and other operating expenses | |||
| Total **** equity-settled share-based payment expenses (excluding share-based payment on<br>listing) |
All values are in US Dollars.
| For the three months ended | |||||
|---|---|---|---|---|---|
| September 30,2023 | June 30,2023 | September 30,2022 | |||
| ) | |||||
| Selling and distribution expenses | ) | ||||
| Research and development expenses | |||||
| Administrative and other operating expenses | |||||
| Total **** equity-settled share-based payment expenses (excluding share-based payment on<br>listing) |
All values are in US Dollars.
| ^5^ | Includes restructuring costs from continuing operations as follows: | ||
|---|---|---|---|
| For the nine months ended | |||
| --- | --- | --- | --- |
| September 30, | September 30, | ||
| 2023 | 2022 | ||
| ) | |||
| Impairment of intangible assets | |||
| Impairment of goodwill | |||
| Total restructuring costs from continuing operations |
All values are in US Dollars.
| For the three months ended | ||||
|---|---|---|---|---|
| September 30, | June 30, | September 30, | ||
| 2023 | 2023 | 2022 | ||
| ) | ||||
| Impairment of intangible assets | ||||
| Impairment of goodwill | ||||
| Total restructuring costs from continuing operations |
All values are in US Dollars.
| ^6^ | The acquisition of the net assets of Artisan Acquisition Corp. (“Artisan”) on May 18, 2022 does not<br>meet the definition of a business under IFRS and has therefore been accounted for as a share-based payment. The excess of fair value of Prenetics shares issued over the fair value of Artisan’s identifiable net assets acquired represents<br>compensation for the service of a stock exchange listing for its shares and is expensed as incurred. |
|---|---|
| ^7^ | We ceased our COVID-19 testing business entirely in 2023 Q2. As a result, COVID-19 testing business is reported<br>as a discontinued operation under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. In accordance with IFRS 5, the results of the discontinued operation have been presented separately from the continuing operations in the<br>consolidated statements of profit or loss and other comprehensive income. The comparative information in the consolidated statements of profit or loss and other comprehensive income has also been re-presented to show the results of discontinued<br>operation separately. |
| --- | --- |