Trinity Biotech PLC F-1, filed Jan 15, 2026
Trinity Biotech PLC (TRIB)
F-1
2026-01-15
View Original
Added on
October 18, 2026
Registration No. 333-
As filed with the Securities and Exchange Commission on January 15, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRINITY BIOTECH PLC
(Exact name of registrant as specified in its charter)
|
Ireland
|
2835
|
Not Applicable
|
|
(State or other jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Classification Code Number)
|
Identification Number)
|
IDA Business Park
Bray, County Wicklow,
A98 H5C8,
Ireland
+353 1 276 9800
(Address and telephone number of registrant's principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Tel. (302) 738-6680
(Name, address and telephone number of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
|
Steven J. Glusband, Esq.
Mary Brown, Esq.
Carter Ledyard & Milburn LLP
28 Liberty Street
New York, New York 10005
(212) 732-3200
|
David Fitzgibbon, Esq.
David Jones, Esq.
Matheson LLP
70 Sir John Rogerson's Quay
Dublin 2 Ireland
+353 1 232 2000
|
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to Section 8(a), may determine.
The
information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO
COMPLETION, DATED JANUARY 15, 2026
TRINITY BIOTECH PLC
Secondary offering of up to
55,890,900 American Depositary Shares
representing
1,117,818,000 Ordinary Shares
On December 22, 2025, Trinity Biotech plc (the “Company”) and certain of its subsidiaries issued to Perceptive Credit Holdings III, L.P. (“PCH III”) a convertible promissory note (the “Convertible Note”) evidencing the
outstanding obligations at the time under the Company’s Sixth Amended and Restated Credit Agreement, as amended, including by the second amendment, dated as of December 22, 2025. The Convertible Note provides that the holder may, at any time and
from time to time, convert up to $60,000,000 aggregate principal amount of the Convertible Note (the “Conversion Note Obligations”) into American Depositary Shares (“ADSs”), each ADS representing 20 A Ordinary Shares, par value $0.0001 per share,
of the Company (“Ordinary Shares”) at a conversion price of 97% of the volume weighted average price (“VWAP”) of the ADSs at the time of each such conversion, subject to a floor price of $1.03 (the “Conversion Price”) and a beneficial ownership
cap, which prohibits conversions to the extent that after giving effect to any conversion, the holder, its affiliates and any other party with which the holder’s beneficial ownership would be aggregated for purposes of Section 13(d) under the
Securities Exchange Act of 1934, as amended, would beneficially own more than 9.9% of the outstanding ADSs. In addition, on December 22, 2025, the Company, TRIB Biosensors Inc. (“TRIB B”) and Perceptive Credit Holdings II, L.P., an affiliate of PCH
III (“PCH II”) entered into a conversion rights agreement (the “Conversion Rights Agreement”), pursuant to which the Company, TRIB B and PCH II agreed to permit $12,500,000 of payment obligation of TRIB B owed to PCH II (the “Conversion Rights
Obligations”) to be satisfied, at PCH II’s election, by converting those obligations (in whole or in part) into ADSs from time to time at the Conversion Price, also subject to the 9.9% beneficial ownership cap. The Conversion Note Obligations and
the Conversion Rights Obligations, together, are referred to herein as the “Conversion Obligations.” The Convertible Note and the Conversion Rights Agreement, together, are referred to herein as the “Conversion Documents”. PCH II and PCH III
together are also referred to herein as “Perceptive” or the “Selling Shareholders.” We are registering the Ordinary Shares issuable under the Conversion Obligations pursuant to a registration rights agreement entered into by us and the Selling
Shareholders.
This Registration Statement and the related prospectus, as they may be amended or supplemented from time to time, relate to the offer and resale by the Selling Shareholders from
time to time of up to 1,117,818,000 Ordinary Shares represented by up to 55,890,900 ADSs issuable pursuant to the Conversion Documents.
ADSs representing our Ordinary Shares are listed on The NASDAQ Global Select Market (“Nasdaq”) under the symbol “TRIB.” On January 14, 2026, the closing price of an ADS on The NASDAQ Global Select Market was $0.70.
The Selling Shareholders may sell the ADSs offered by them as described in this Prospectus from time to time. We will not receive any proceeds from the sale of ADSs by the Selling Shareholders. However, the conversion of Conversion Obligations to
ADSs directly reduces the amount of Conversion Obligations owed under the Conversion Documents, including, in the case of the Convertible Note, the principal amount outstanding under the Credit Agreement. We will bear all costs, expenses and fees
in connection with the registration of Ordinary Shares represented by the Selling Shareholders’ ADSs and the issuance of those ADSs and the Ordinary Shares they represent. The Selling Shareholders will pay any underwriting discounts and commissions
and expenses incurred by the Selling Shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholders in disposing of their Ordinary Shares.
INVESTING IN THE ADSs INVOLVES A HIGH DEGREE OF RISK. BEFORE BUYING ANY SECURITIES, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 5 OF
THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS ARE TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is January 15, 2026.
TABLE OF CONTENTS
|
|
Page
|
| 1 | |
| 2 | |
| 4 | |
| 5 | |
| 7 | |
| 8 | |
| 9 | |
| 10 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 13 | |
| 14 |
|
| 15 |
i
Unless expressly stated otherwise, in this prospectus, references to “we”, “us” or “Trinity Biotech” shall mean Trinity Biotech plc and its world-wide subsidiaries, collectively. References to the
“Company” shall mean Trinity Biotech plc. All references to “dollars” or “$” in this prospectus are to U.S. dollars, and all references to “Euro” or “€” are to European Union Euro.
You should read this document together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference” in this prospectus. We have not authorized any dealer, salesperson or other person to give any information or to make any representation and you should not rely upon any information or representation not contained or incorporated by
reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy ADSs, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy ADSs in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document
or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or ADS is sold on a later date.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into the accompanying
prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to
you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our
affairs.
This prospectus is not intended to be and is not a prospectus for purposes of: (i) Regulation (EU) 2017/1129 of the European Parliament and of the Council; or (ii) the European Union (Prospectus) Regulations of Ireland
2019; or (iii) Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 of the United Kingdom, as amended by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 of the
United Kingdom. No offer of shares to the public is made, or will be made, that requires the publication of a prospectus pursuant to European prospectus law or the UK prospectus law. This document has been prepared on the basis that any offer of
shares in any relevant European Economic Area member state or the United Kingdom will be made pursuant to an exemption under European prospectus law and the UK prospectus law from the requirement to publish a prospectus for offers of shares and
does not constitute an offer or solicitation to anyone to purchase shares in any jurisdiction in which such an offer or solicitation is not authorized nor to any person to whom it is unlawful to make such an offer or solicitation. This document has
not been reviewed or approved by the Central Bank of Ireland nor by any other competent or supervisory authority of any other member state of the European Economic Area or the United Kingdom for the purposes of the European Prospectus Regulation,
or the UK prospectus law, as applicable. Any representation to the contrary is a criminal offense.
ii
This prospectus, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement may include forward-looking statements within the meaning of Private
Securities Litigation Reform Act of 1995. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipate,” “estimate,” “plan,” “project,” “potential,” “predict”
“continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “should,” “will,” “would,” “could” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future
events and are based on assumptions and subject to risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements about:
| • |
the development of future products;
|
| • |
the potential attributes and benefit of our products and their competitive position;
|
| • |
our ability to successfully commercialize, or enter into strategic relationships with third parties to commercialize, our products;
|
| • |
our estimates regarding expenses, future revenues, capital requirements and our need for additional financing;
|
| • |
statements of our plans and objectives;
|
| • |
our ability to acquire or in-license new product candidates;
|
| • |
potential strategic relationships;
|
| • |
the duration of our patent portfolio;
|
| • |
the capabilities of our business operations;
|
| • |
expected future economic performance;
|
| • |
competition in our market; and
|
| • |
assumptions underlying statements regarding us or our business.
|
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of
our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| • |
our substantial indebtedness, which could impair our flexibility and access to capital and adversely affect our financial position;
|
| • |
our ability to generate or raise sufficient funds to repay our debt as it becomes due and to continue as a going concern;
|
| • |
pandemics or other public health emergencies, including ongoing effects of the COVID-19 pandemic;
|
| • |
the occurrence of hostilities and political instability, including hostilities between Russia and Ukraine and between Hamas and Israel, and resulting volatility and other effects on global economic conditions;
|
| • |
changes in customer demand;
|
| • |
our ability to successfully develop and commercialize new products, including our new biosensor related products, including our continuous glucose monitoring (“CGM”) product;
|
1
This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you
should consider before investing in our securities. You should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed
under “Risk Factors” and our financial statements and notes thereto that are incorporated by reference in this prospectus. Unless otherwise indicated herein or the context otherwise requires, the terms “Trinity Biotech,” the “Company,” “we,” “us”
“our” refer to Trinity Biotech plc and its consolidated subsidiaries.
Our Company
We are a commercial stage biotechnology company focused on diabetes management solutions and human diagnostics, including wearable biosensors. We develop, acquire, manufacture and market diagnostic
systems, including both reagents and instrumentation, for the point-of-care and clinical laboratory segments of the diagnostic market. The products are used to detect infectious diseases and to quantify the level of Haemoglobin A1c and other
chemistry parameters in serum, plasma and whole blood. We intend to develop a range of biosensor devices and related services, starting with a continuous glucose monitoring product.
For a full and comprehensive description of our business, markets and product lines, see our most recent Annual Report on Form 20-F and any updates in our Reports of Foreign Private Issuer on Form
6-K (“Form 6-K”), to the extent that they are incorporated herein by reference.
Corporate Information
Trinity Biotech plc was incorporated as a private limited company registered in Ireland in January 1992 and subsequently re-registered as a public limited company (“plc”) in July 1992. We commenced
operations in 1992 and, in October 1992, completed an initial public offering of our securities in the United States. Our principal offices are located at IDA Business Park, Bray, County Wicklow, Ireland and our telephone number is +353 1276 9800.
Our North American headquarters is based at 2823 Girts Rd., Jamestown, NY 14701, United States. Our website is www.trinitybiotech.com. The information on our website is not incorporated by reference herein.
Recent Developments
Credit Agreement and Perceptive Conversion Documents
On December 22, 2025, Perceptive Credit Holdings III, L.P. (“PCH III”), the Company and the other parties to the Company’s Sixth Amended and Restated Credit Agreement, as amended, entered into a
second amendment to the Sixth Amended and Restated Credit Agreement (the “Second Amendment” and, together with the Sixth Amended and Restated Credit Agreement, the “Credit Agreement”), which provided for, among other things, an additional $5,000,000
of term loan borrowing (the “Additional Term Loan”) and that the Company issue to PCH III a convertible promissory note in the amount of $96,161,421.33 (the “Convertible Note”) evidencing the outstanding obligations under the Credit Agreement as of
that date. Up to $60,000,000 of the aggregate principal amount of the Convertible Note (the “Conversion Note Obligations”) is convertible (at the holder’s election) into ADSs at a conversion price of 97% of the volume weighted average price (“VWAP”)
of the ADSs at the time of each such conversion, subject to a floor price of $1.03 (the “Conversion Price”) and the Beneficial Ownership Cap (as defined below).
In addition, on December 22, 2025, the Company, TRIB Biosensors Inc. (“TRIB B”) and Perceptive Credit Holdings II, L.P. (“PCH II”) entered into a conversion rights agreement (the “Conversion Rights
Agreement” and, together with the Convertible Note, the “Conversion Documents”), pursuant to which the Company, TRIB B and PCH II agreed to permit a $5,000,000 payment obligation of TRIB B owed to PCH II in connection with the Company’s acquisition
of continuous glucose monitor (CGM) assets from Waveform Technologies Inc. (the “Milestone Payment Obligation”) to be satisfied, at PCH II’s election, by converting that obligation (in whole or in part) into ADSs of the Company from time to time at
the Conversion Price at the time of each such conversion. The Conversion Rights Agreement also provided for the termination of TRIB B’s contingent payment obligation in connection with the Waveform acquisition of up to $15,000,000 in exchange for
TRIB B’s agreement to pay $7,500,000 to PCH II, and the parties’ agreement to permit that obligation to be satisfied (in whole or in part), at PCH II’s election, by converting such obligation into ADSs of the Company at the Conversion Price at the
time of each conversion. The payment obligations under the Conversion Rights Agreement are referred to herein as the Conversion Rights Obligations and, together with the Conversion Note Obligations, the “Conversion Obligations”.
2
Each of the Conversion Documents restricts the conversion thereof to the extent that, upon such conversion, the number of the Company’s Ordinary Shares then beneficially owned by the holder and its
“Attribution Parties” (as defined in the Conversion Documents), including its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group,” would exceed 9.9% of the total number of Ordinary Shares then
outstanding (the “Beneficial Ownership Cap”).
In connection with the Conversion Documents, the Company also entered into a Registration Rights Agreement with Perceptive that provides for the registration of the ADSs and Ordinary Shares issuable
upon conversion of the Conversion Documents.
The foregoing summaries of the Credit Agreement, Convertible Note, Conversion Rights Agreement and Registration Rights Agreement are general descriptions only, do not purport to be complete, and are
qualified in their entirety by reference to the agreements filed as exhibits to the registration statement of which this prospectus forms a part.
Change in Nominal Value and Authorized Share Capital
At the annual general meeting of the Company’s shareholders held on September 30, 2025, shareholders approved resolutions to, among other things, reduce nominal value of the Ordinary Shares from
$0.0109 per share to $0.0001 per share, and approved an increase in the Company’s authorized share capital to 16,654,000,000 Ordinary Shares.
3
|
ADSs offered by the
Selling Shareholder
|
55,890,900 ADSs (each ADS represents 20 Ordinary Shares).
|
|
|
|
|
Ordinary Shares outstanding
before the sale by the Selling Shareholder
|
374,206,640 Ordinary Shares (which excludes 48,396,672 Ordinary Shares issuable upon the exercise of options at exercise prices that range from US$0.12-US$1.10 per Ordinary Share, 66,200,000 Ordinary Shares
represented by ADSs issuable upon the exercise of outstanding Warrants, and 24,691,358 Ordinary Shares represented by ADSs issuable upon conversion of the $20 million convertible note (the “MiCo Convertible Note”) held by MiCo IDV
Holdings, LLC (“MiCo”), with an ADS conversion price of $16.20 per ADS).
|
|
Use of proceeds
|
We will not receive any proceeds from the sale of the ADSs offered hereby. We will not receive any cash proceeds from any conversion by Perceptive under the Conversion Documents, however, the
conversion of Conversion Obligations to ADSs directly reduces the amount of Conversion Obligations owed under the Conversion Documents, including, in the case of the Convertible Note, the principal amount outstanding under the Credit
Agreement. See the section of this prospectus titled “Use of Proceeds” for more information.
|
|
NASDAQ Capital Market symbol
|
“TRIB”
|
|
Risk Factors
|
Prospective investors should carefully consider the Risk Factors beginning on page 5 of this prospectus and under similar headings in the other documents that are incorporated by reference
into this prospectus for a discussion of certain factors that should be considered before buying the ADSs offered hereby.
|
4
Investing in our securities involves significant risks. Please see the risk factors under the heading “Risk Factors” in our most recent Annual Report on Form 20-F on file with the
Commission, as revised or supplemented by our reports subsequently filed after the date hereof with the Commission and incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as
well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. The discussion of risks includes or refers to forward-looking
statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this.
We have incurred substantial debt, which could impair our flexibility and access to capital and adversely affect our financial position.
As of December 31, 2025, we had total indebtedness of approximately US$134.58 million, consisting of outstanding principal and accrued interest under the Credit Agreement, the Milestone Payment Obligation and other
obligations under the Conversion Rights Agreement, the MiCo Convertible Note and a residual amount owing for an exchangeable note which was almost completely retired in 2022. Those indebtedness amounts are presented at gross value, which may differ
from the IFRS carrying value due to IFRS accounting rules. The term loan under the Credit Agreement, which is repayable in January 2027, had a principal outstanding amount of US$100.82 million as of December 31, 2025, excluding interest payments
payable for the months of December 2025 and January 2026 that we agreed, under the Second Amendment, would be paid-in-kind on the applicable payment date by increasing the outstanding principal amount of the term loan.
As a result of the debt we have incurred, we may need to raise capital in one or more debt or equity offerings to satisfy or refinance our obligations, as well as to fund our operations. There can be
no assurance, however, that we will be successful in raising the necessary capital or that any such offering will be available to us on terms acceptable to us, or at all. If we are unable to raise additional capital that may be needed on terms in
sufficient amounts or on terms acceptable to us, it could have a material adverse effect on our company and we may have to significantly delay, scale back or discontinue our deliveries under our outstanding customer purchase orders or the development
or commercialization of one or more of our products or one or more of our other research and development initiatives, sell assets and/or cease trading.
Our debt may:
| • |
require us to use a substantial portion of our cash flow from operations to make debt service payments;
|
| • |
limit our ability to use our cash flow or obtain additional financing for working capital, capital expenditures, acquisitions or other general business purposes;
|
| • |
limit our flexibility to plan for, or react to, changes in our business and industry;
|
| • |
result in dilution to our existing shareholders in the event we issue equity to fund our debt obligations;
|
| • |
place us at a competitive disadvantage compared to our less leveraged competitors; and
|
| • |
increase our vulnerability to the impact of adverse economic and industry conditions.
|
To the extent we are unable to repay our debt as it becomes due with cash on hand or from other sources, we will need to refinance our debt, sell assets or repay the debt with the proceeds from
equity offerings in order to continue in business. Additional indebtedness or equity financing may not be available to us in the future for the refinancing or repayment of existing debt, or if available, such additional debt or equity financing may
not be available on a timely basis, or on terms acceptable to us and within the limitations specified in our then existing debt instruments. In addition, in the event we decide to sell additional assets, we can provide no assurance as to the timing
of any asset sales or the proceeds that could be realized by us from any such asset sale. Our ability to obtain additional funding may determine our ability to continue as a going concern.
5
Risks Related to the Offering
Conversion of the Conversion Obligations will cause substantial dilution to our existing shareholders, the sale of the ADS acquired by the Selling Shareholders
could cause the price of our ADSs to decline, and the actual number of ADSs we will issue under the Conversion Documents, at any one time or in total, is uncertain.
This registration statement relates to the resale by the Selling Shareholders from time to time of an aggregate amount of up to 55,890,900 ADSs that the Selling Shareholders may obtain by electing to
convert the Conversion Obligations from time to time, however the Selling Shareholders are entitled to convert the entire amount of the Conversion Obligations from time to time, and the amount of ADSs that may be issuable upon those conversions may
exceed that amount. The Company is obligated under the Registration Rights Agreement to register all shares issuable upon conversion of the Conversion Obligations.
Based on the floor price of $1.03, if the Selling Shareholders were to exercise their conversion rights under the Conversion Documents in full, it would result in the issuance of 70,388,350 ADSs,
representing an aggregate of 1,407,767,000 Ordinary Shares. The Selling Shareholders may exercise (or refrain from exercising) their conversion rights under the Conversion Documents in such amounts, if at all, as they determine in their sole
discretion, and they have not committed to exercise all or any portion of such conversion rights. The aggregate number of ADSs that can be issued to the Selling Shareholders under the Conversion Documents is subject to the Beneficial Ownership Cap.
Depending upon market liquidity at the time, sales of ADSs by the Selling Shareholders may cause the trading price of our ADSs to decline. After the Selling Shareholders have acquired ADSs under the
Conversion Documents, they may sell all, some or none of those ADSs. Conversions by the Selling Shareholders under the Conversion Documents may result in substantial dilution to the interests of other holders of our ADSs. The sale of a substantial
number of ADSs by the Selling Shareholders, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
6
This prospectus relates to shares of ADSs that may be offered and sold from time to time by the Selling Shareholders. We will not receive any proceeds from the sale of ADSs by the Selling
Shareholders. We will not receive any cash proceeds from any conversion by the Selling Shareholders under the Conversion Documents, however, the conversion of Conversion Obligations to ADSs directly reduces the amount of Conversion Obligations owed
under the Conversion Documents, including, in the case of the Convertible Note, as a prepayment of the principal outstanding under the Credit Agreement, subject to the terms of the Credit Agreement and the Convertible Note.
The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in
disposing of the ADSs. We will bear all other costs, fees and expenses incurred in effecting the registration of the Ordinary Shares represented by the ADSs covered by this prospectus, including, without limitation, all registration and filing fees,
fees and expenses of our counsel, certain expenses of counsel to the Selling Shareholders and our independent registered public accountants.
7
The following table sets forth our capitalization and indebtedness as of September 30, 2025, as derived from our condensed consolidated balance sheet as of September 30, 2025,
which was prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. The information in this table should be read in conjunction with the audited condensed consolidated interim
financial statements for the year ended December 31, 2024 and other financial information incorporated by reference into this prospectus and any prospectus supplement.
The table below presents our capitalization and indebtedness:
• on an actual basis; and
• on a pro forma basis, to give effect to an additional $2,000,000 million of term loan borrowing in October 2025 and the capitalization of paid-in-kind interest payments due in August 2025, September 2025, October
2025 and November 2025 pursuant to the First Amendment to the Credit Agreement, and an additional $5,000,000 million of term loan borrowing and the capitalization of paid-in-kind interest payments due in December 2025 and January 2026, pursuant to
the Second Amendment to the Credit Agreement, each presented on a gross-value basis, as if they each had occurred on September 30, 2025 (the “Pro Forma Adjustments”).
|
|
September 30, 2025
|
|||||||
|
(All figures in thousands of U.S. dollars, except for share amounts)
|
Actual
|
As
Adjusted
|
||||||
|
Cash and cash equivalents
|
1,341
|
8,341
|
||||||
|
Debt
|
||||||||
|
Exchangeable Notes
|
210
|
210
|
||||||
|
MiCo Convertible Note
|
16,091
|
16,091
|
||||||
|
Senior Secured Term Loan
|
88,686
|
99,912
|
||||||
|
Total debt
|
104,987
|
116,213
|
||||||
|
Equity
|
||||||||
|
Ordinary Shares, par value $0.0001 per share
|
40
|
40
|
||||||
|
Share Premium
|
63,845
|
63,845
|
||||||
|
Treasury shares
|
(24,922
|
)
|
(24,922
|
)
|
||||
|
Equity component of MiCo Convertible Note
|
6,709
|
6,709
|
||||||
|
Reserves
|
(1,660
|
)
|
(1,660
|
)
|
||||
|
Accumulated deficit
|
(98,727
|
)
|
(98,727
|
)
|
||||
|
Total shareholders’ equity
|
(54,715
|
)
|
(54,715
|
)
|
||||
|
Total capitalization
|
50,272
|
61,498
|
||||||
The number of Ordinary Shares in the table above excludes the following:
|
•
|
48,396,672 Ordinary Shares issuable upon exercise of outstanding stock options at exercise prices that range from US$0.12 to US$1.10 per Ordinary Share;
|
| • |
66,200,000 Ordinary Shares represented by ADSs issuable upon the exercise of the Warrants;
|
| • |
24,691,358 Ordinary Shares represented by ADSs issuable upon conversion of the $20 million convertible note held by MiCo with an ADS conversion price of $16.20 per ADS (the “MiCo Convertible Note”); and
|
| • |
up to 1,407,767,000 Ordinary Shares represented by ADSs issuable upon conversion of the Conversion Obligations.
|
8
We are registering the resale of 55,890,900 ADSs (representing 1,117,818,000 Ordinary Shares) pursuant to the Registration Rights Agreement, comprised of 242,718,447 Ordinary Shares represented by
12,135,922 ADSs issuable pursuant to the Conversion Rights Obligations and 875,099,553 Ordinary Shares represented by 43,754,978 ADSs issuable upon conversion of the Convertible Note. The term “Selling Shareholder” refers to each of the entities
identified in the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus forms a part or by a supplement to this prospectus) and any donees, pledgees, transferees
or other successors-in-interest selling ADSs received after the date of this prospectus from a Selling Shareholder as a gift, pledge, partnership distribution or other transfer. Except as described herein or in the documents incorporated by
reference herein, we did not have any material relationship with any Selling Shareholder prior to our credit agreement with Perceptive.
Our registration of the resale of the securities covered by this prospectus does not necessarily mean that the Selling Shareholders will sell any or all of the securities.
The information in the below table (other than the percentages of our outstanding Ordinary Shares beneficially owned) in respect of each Selling Shareholder was furnished by or on behalf of such
Selling Shareholder and is as of December 22, 2025.
|
Name of Selling Shareholder |
Number of Ordinary Shares Beneficially Owned Prior to Offering
|
Maximum Number Ordinary Shares (represented by ADSs) to be Offered Pursuant to this Prospectus(3)
|
Number of Ordinary Shares Beneficially Owned After Offering(4)
|
||||||||||||||||||
|
|
Number
|
Percent(2)
|
Number
|
Percent(2)
|
|||||||||||||||||
|
Perceptive Credit Holdings II, L.P.(1)
|
278,809,708
|
(5)
|
9.9
|
%
|
242,718,447
|
36,091,261
|
5.85
|
%
|
|||||||||||||
|
Perceptive Credit Holdings III, L.P. (1)
|
1,220,048,543
|
(6)
|
9.9
|
%
|
875,099,553
|
344,948,990
|
9.9
|
%
|
|||||||||||||
| (1) |
Each of Perceptive Credit Holdings II, LP (“PCH II”) and Perceptive Credit Holdings III, LP (“PCH III”) is a Delaware limited partnership and their address is 51 Astor Place, 10th Floor, New York, New York 10003.
|
| (2) |
Applicable percentage ownership is based on 374,206,640 of our Ordinary Shares outstanding as of January 14, 2026
|
| (3) |
Assumes conversion of the Convertible Obligations for the full 55,890,900 of ADSs being offered for resale pursuant to this prospectus.
|
| (4) |
Assuming all ADSs representing Ordinary Shares being registered for resale hereunder are sold.
|
| (5) |
The number of Ordinary Shares beneficially owned by PCH II prior to the offering reflects (i) 35,800,000 Ordinary Shares represented by 1,790,000 ADSs held by PCH II; (ii) 10,000,000 Ordinary Shares issuable upon the exercise of warrants
held by PCH II, (iii) 242,718,447 Ordinary Shares represented by 12,135,922 ADSs issuable upon conversion of the Conversion Rights Obligation. The number of ADSs issuable upon conversion of the Conversion Rights Obligations reflects a
conversion price equal to the floor price applicable to such conversions of $1.03. The terms of each of the warrants and the Conversion Rights restrict the exercise of the warrants and the conversion of the Conversion Rights Obligations, as
applicable, into ADSs to the extent that, upon such exercise or conversion, the number of Ordinary Shares, including the Ordinary Shares underlying ADSs, then beneficially owned by the holder and its Attribution Parties (as defined in the
Conversion Rights Agreement) would exceed 9.9% of the outstanding Ordinary Shares (the “Beneficial Ownership Cap”). Accordingly, notwithstanding the number of Ordinary Shares reported, PCH II disclaims beneficial ownership of any Ordinary
Shares, including those underlying ADSs issuable upon exercise of the warrants or conversion of the Conversion Rights Obligations, to the extent that upon such exercise or conversion the number of Ordinary Shares beneficially owned by PCH II
and its Attribution Parties, in the aggregate, would exceed the Beneficial Ownership Cap.
|
| (6) |
The number of Ordinary Shares beneficially owned by PCH III prior to the offering reflects (i) 55,000,000 Ordinary Shares issuable upon the exercise of warrants held by PCH III and (ii) 165,048,543 Ordinary Shares represented by 58,252,427
ADSs issuable upon conversion of the Convertible Note. The number of ADSs issuable upon conversion of the Convertible Note reflects a conversion price equal to the floor price applicable thereto of $1.03. The terms of each of the warrants and
the Convertible Note restrict the exercise of the warrants and the conversion of the Convertible Note, as applicable, into ADSs to the extent that, upon such exercise or conversion, the number of Ordinary Shares, including the Ordinary Shares
underlying ADSs, then beneficially owned by PCH III and its Attribution Parties would exceed the Beneficial Ownership Cap. Accordingly, notwithstanding the number of Ordinary Shares reported, PCH III disclaims beneficial ownership of any
Ordinary Shares, including those underlying ADSs, issuable upon exercise of the warrants and conversion of the Convertible Note to the extent that upon such exercise or conversion the number of Ordinary Shares beneficially owned by all
Reporting Persons hereunder, in the aggregate, would exceed the Beneficial Ownership Cap.
|
9
The Selling Shareholders, may, from time to time, sell, transfer or otherwise dispose of any or all of their ADSs or interests therein on any stock exchange, market or trading facility on which the
ADSs are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.
The Selling Shareholders may use any one or more of the following methods when disposing of shares or interests therein:
| • |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
| • |
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
| • |
purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;
|
| • |
an exchange distribution in accordance with the rules of the applicable exchange;
|
| • |
privately negotiated transactions;
|
| • |
short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the Commission;
|
| • |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
| • |
through agreements between broker-dealers and the Selling Shareholder to sell a specified number of such shares at a stipulated price per share;
|
| • |
a combination of any such methods of sale; and
|
| • |
any other method permitted by applicable law.
|
In connection with the sale of our ADSs or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn
engage in short sales of the ADSs or interests therein in the course of hedging the positions they assume. The Selling Shareholders may also sell ADSs or interests therein short and deliver these securities to close out their short positions, or loan
or pledge the ADSs or interests therein to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to each such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Shareholders from the sale of the ADSs or interests therein offered by them will be the purchase price of such securities less discounts or commissions, if any.
Each Selling Shareholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of ADSs or interests therein to be made directly or through agents. We will not receive any
of the proceeds from this offering.
The Selling Shareholders also may resell all or a portion of the ADSs or interests therein in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they
meet the criteria and conform to the requirements of that rule.
10
The Selling Shareholders and any underwriters, broker-dealers or agents that participate in the sale of the ADSs or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of
the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. If a Selling Shareholder is an “underwriter” within the meaning of
Section 2(a)(11) of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the ADSs or interest therein to be sold, the name of the applicable Selling Shareholder, the respective purchase prices and public offering prices, the names of any agents,
dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the ADSs or interests therein may be sold in those jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states the ADSs or interests therein may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of each Selling
Shareholder and its affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Shareholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The Selling Shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities
Act.
We have agreed to indemnify the Selling Shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered
by this prospectus supplement
We have agreed with the Selling Shareholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered
by this prospectus have been disposed of pursuant to and in accordance with the registration statement and (2) such time after December 22, 2026 as (x) all of the Registrable Securities (as defined in the Registration Rights Agreement) may be
immediately sold to the public without registration or restriction (including without limitation as to volume by each holder thereof), and without compliance with any “current public information” requirement, pursuant to Rule 144 under the Securities
Act and (y) the Company’s legal counsel shall have delivered to the Depositary and the Company’s transfer agent for the Ordinary Shares a legal opinion to the effect that all of the Registrable Securities may be sold by the Selling Shareholders
without registration under the Securities Act and such other information and documentation as the Depositary or such transfer agent may require to effect the issuance of all Registrable Securities free of all restrictive legends.
11
The primary trading market for our ADSs is the NASDAQ Global Select Market, where our ADSs are listed and traded under the symbol “TRIB”. The ratio of ADSs to underlying Ordinary Shares is 1 ADS : 20
Ordinary Shares. The Bank of New York Mellon is the depositary for the ADSs pursuant to the deposit agreement filed with the Commission on January 15, 2004 as an exhibit to our Form F-6, registration no. 333-111946.
Descriptions of our Ordinary Shares and ADSs can be found in our Annual Report on Form 20-F for the year ended December 31, 2024, which descriptions are incorporated herein by reference.
TAXATION
A description of taxation affecting our ADSs can be found in our Annual Report on Form 20-F for the year ended December 31, 2024, which description is incorporated herein by reference.
AUTHORIZED REPRESENTATIVE
Our authorized representative in the United States for this offering as required pursuant to Section 6(a) of the Securities Act is Puglisi & Associates; 850 Library Avenue, Suite 204; Newark,
Delaware 19711. We have agreed to indemnify the authorized representative against liabilities under the Securities Act of 1933.
EXPENSES
The following is a statement of the expenses to be incurred by us in connection with the registration of the securities under this registration statement, all of which will be borne by us. All
amounts shown are estimates except for the Commission registration fee.
|
Commission registration fee
|
$
|
5,402.97
|
||
|
EDGAR and printing fees
|
$
|
2,000
|
||
|
Legal fees and expenses
|
$
|
20,000
|
||
|
Accounting fees and expenses
|
$
|
10,000
|
||
|
Miscellaneous
|
$
|
5,597.03
|
||
|
Total
|
$
|
43,000
|
LEGAL MATTERS
The validity of the securities offered by this prospectus and other legal matters concerning this offering relating to Irish law has been passed upon for us by Matheson LLP. Certain legal matters
with respect to U.S. federal law and New York law in connection with this offering will be passed upon for us by Carter Ledyard & Milburn LLP.
EXPERTS
The audited consolidated financial statements of Trinity Biotech plc incorporated by reference in this prospectus and elsewhere in this registration statement have been so incorporated by reference in reliance upon the
report of Grant Thornton, an independent registered public accounting firm, upon the authority of said firm as experts in auditing and accounting.
The Statement of Assets Acquired and Liabilities Assumed with respect to the asset acquisition from Waveform Technologies, Inc. incorporated by reference to the Report on Form 6-K filed with the Commission on April 30,
2024 have been so incorporated by reference in this prospectus and elsewhere in this registration statement in reliance upon the report of Grant Thornton upon the authority of said firm as experts in auditing and accounting.
12
We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which is part of the registration
statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and the securities offered hereby, reference is made to the registration statement and the
exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the
document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.
You may read and copy all or any portion of the registration statement without charge at the public reference room of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C.
20549. Copies of the registration statement may be obtained from the Securities and Exchange Commission at prescribed rates from the public reference room of the Securities and Exchange Commission at such address. You may obtain information regarding
the operation of the public reference room by calling 1-800-SEC-0330. In addition, registration statements and certain other filings made with the Securities and Exchange Commission electronically are publicly available through the Securities and
Exchange Commission’s website at www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the Securities and Exchange Commission. You may also read all or any
portion of the registration statement and certain other filings made with the Securities and Exchange Commission on our website at www.trinitybiotech.com. The information contained in, and that can be accessed through, our website is not incorporated
into and is not part of this prospectus.
We are subject to the reporting requirements of the Exchange Act that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file reports, including Annual Reports on
Form 20-F by April 30 of each year. We also furnish to the SEC under cover of Form 6-K material information required to be made public in Ireland, filed with and made public by any stock exchange or distributed by us to our shareholders.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our officers, directors and principal
shareholders are exempt from the “short-swing profits” reporting and liability provisions contained in Section 16 of the Exchange Act and related Exchange Act rules.
13
We file annual and special reports and other information with the Commission (File Number 000-22320). These filings contain important information which does not appear in this prospectus. The
Commission allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents which we have filed or will file with the Commission. We are
incorporating by reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the Commission on Form 20-F under the Exchange Act before the
time that all of the securities offered by this prospectus have been sold or de-registered.
|
|
●
|
Our Annual Report on Form 20-F for the fiscal year ended on December 31, 2024, filed with the SEC on
May 16, 2025 (the “Annual Report”).
|
|
|
●
|
Our reports of foreign private issuer on Form 6-K (including exhibits thereto) filed with the SEC on June 24, 2025, July 1, 2025, July 24, August 8, 2025,
August 12, 2025, August
15, 2025, August 20, 2025, September 2, 2025, September
8, 2025, September 30, 2025, October 23, 2025, November
18, 2025; November 21, 2025, December 18, 2025, December
23, 2025, December 23, 2025 and December 23, 2025.
|
|
|
●
|
The description of our ADSs contained in the Annual Report.
|
Certain statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future document
incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above listed documents.
We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not
specifically incorporated by reference into such documents. Please direct your written or telephone requests to Trinity Biotech plc, IDA Business Park, Bray, County Wicklow, Ireland, Attn: Corporate Secretary, telephone number +(353) 1 276 9800. You
may also obtain information about us by visiting our website at www.trinitybiotech.com. Information contained in our website is not part of this prospectus.
You should rely only on the information contained or incorporated in this prospectus. We have not authorized anyone else to provide you with different information. You should not rely on any other
representations. Our affairs may change after this prospectus is distributed. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of those documents. You should read all
information supplementing this prospectus.
We are an Irish company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a result, (i) our proxy solicitations are not subject to the disclosure and procedural
requirements of Regulation 14A under the Exchange Act, (ii) transactions in our equity securities by our officers, directors and principal shareholders are exempt from Section 16 of the Exchange Act; and (iii) we are not required under the Exchange
Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
14
Service of process upon us and upon our directors and officers and the Irish experts named in this prospectus, most of whom reside outside the United States, may be difficult to obtain within the
United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers
may not be collectible within the United States.
We have been advised by counsel that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial
matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be recognized or
enforceable in Ireland.
A judgment of the U.S. courts will be enforced by the Irish courts, by way of separate action in Ireland, if the following general requirements are met: (i) the judgment is for a debt or a definite sum of money; (ii)
the procedural rules of the U.S. court must have been observed and the U.S. court must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would
satisfy this rule); and (iii) the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it. A judgment can be final and conclusive even if it is subject to appeal or even if an appeal is
pending. If the effect of lodging an appeal under the applicable law is to stay execution of the judgment, it is possible that, in the meantime, the judgment should not be actionable in Ireland. It remains to be determined whether final judgment
given in default of appearance is final and conclusive. However, the Irish courts may refuse to enforce a judgment of the U.S. courts which meets the above requirements in certain circumstances, including: (a) if the judgment was impeached by
fraud; (b) if the process and decision of the U.S. courts were contrary to natural or constitutional justice under the laws of Ireland and if the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice; or (c)
if the judgment is contrary to Irish public policy or involves certain United States laws which will not be enforced in Ireland or constitute the enforcement of a judgment of a penal or taxation nature. An application to the Irish courts for the
enforcement in Ireland of a judgement of the U.S. courts which meets the above requirements may also be successfully opposed if it can be demonstrated that: (a) jurisdiction cannot be obtained by the Irish courts over the judgment debtors in the
enforcement proceedings by personal service in Ireland or outside Ireland under Order 11 of the Irish Superior Courts Rules; (b) there is no practical benefit to the party in whose favor the foreign judgment is made in seeking to have that judgment
enforced in Ireland, or (c) the judgment is not consistent with a judgment of an Irish court in respect of the same matter.
We have irrevocably appointed Puglisi & Associates as our agent to receive service of process in any action against us in the state and federal courts sitting in the City of New York, Borough of
Manhattan arising out of this offering or any purchase or sale of securities in connection therewith. We have not given consent for this agent to accept service of process in connection with any other claim.
15
TRINITY BIOTECH PLC
Secondary offering of up to
55,890,900 American Depositary Shares
representing
1,117,818,000 Ordinary Shares
PRELIMINARY PROSPECTUS
January 15, 2026
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
The registrant’s constitution provides that every director and other executive officer of the registrant (other than an auditor) shall be indemnified out of the assets of the registrant against any
liability incurred by them in defending any proceedings, whether civil or criminal, in relation to their acts or omissions while acting in such office in which judgment is given in their favor or in which they are acquitted or in connection with any
application in which relief is granted to them by the court. We have entered into indemnification agreements with directors and senior management. Each such indemnification agreement provides the director or office holder with indemnification
permitted under applicable law and to the extent that these liabilities are not covered by directors’ and officers’ insurance.
Item 7. Recent Sales of Unregistered Securities.
The following sets forth certain information with respect to all unregistered securities which we have sold during the last three years (as adjusted to give effect to the change in the ratio of the
ADSs representing our Ordinary Shares from one ADS representing four Ordinary Shares to one ADS representing 20 Ordinary Shares (the same effect as a one-for-five reverse ADS split) which went into effect on February 21, 2024):
On January 30, 2024, the Company issued (i) to Perceptive Credit Holdings II, L.P (“Perceptive II”), ADSs, representing 36,000,000 Ordinary Shares, as partial consideration for the acquisition of the
biosensor assets of Waveform Technologies Inc. (the “Waveform Acquisition”), (ii) to Perceptive Credit Holdings III, L.P. (“Perceptive III”), warrants exercisable for ADSs representing 10,000,000 Ordinary Shares, with an exercise price of $2.20 per
ADS, as consideration in connection with the amendment and restatement of the Company’s Credit Agreement and (iii) to a former vendor to a predecessor of Waveform Technologies, Inc., warrants exercisable for ADSs representing 1,200,000 Ordinary
Shares, in consideration for a general release of any claims.
On September 24, 2024, the Company issued 270,277 ADSs as part of the purchase consideration in connection with its acquisition of all of the equity interests of Metabolomic Diagnostics Limited.
On October 21, 2024, the Company issued 1,399,985 ADSs as purchase consideration to acquire a 12.5% equity stake in Novus Diagnostic.
On October 10, 2024, the Company issued 361,892 ADSs to Native Design Limited as payment for services pursuant to a design services agreement. October 10, 2024 the Company also issued 650,000 ADSs to
Craig Hallum as consideration for services pursuant to an advisory agreement.
On October 23, 2024, the Company issued 1,730,603 ADSs as consideration for the acquisition of all of the equity interests of EpiCapture Limited.
On December 23, 2024, the Company issued (i) to Perceptive III, warrants exercisable for ADSs representing up to 20.0 million Ordinary Shares in connection with the third amendment and restatement of
the Company’s Credit Agreement, and (ii) to Perceptive II, warrants exercisable for ADSs representing up to 10.0 million Ordinary Shares in connection with the extension of a deferred consideration payment related to the Waveform Acquisition. Those
warrants were issued with an exercise price of $0.80 per ADS, and Perceptive II’s and Perceptive III’s existing warrants were amended to change the exercise price to $0.80.
On August 7, 2025, the Company issued to Perceptive III, warrants exercisable for ADSs representing up to 15.0 million Ordinary Shares in connection with the sixth amendment and restatement of the
Company’s Credit Agreement. Those warrants were issued with an exercise price of $0.86 per ADS.
On December 22, 2025, we issued a convertible promissory note (the “Convertible Note”) evidencing the outstanding obligations at the time under the Company’s Sixth Amended and Restated Credit
Agreement, as amended, including by the second amendment, dated as of December 22, 2025. The Convertible Note provides that the holder may, at any time and from time to time, convert up to $60,000,000 aggregate principal amount of the Convertible
Note (the “Conversion Note Obligations”) into ADS at a conversion price of 97% of the volume weighted average price (“VWAP”) of the ADSs at the time of each such conversion, subject to a floor price of $1.03 (the “Conversion Price”) and a 9.9% cap on
the beneficial ownership of the holder and its affiliates in the Company. In addition, on December 22, 2025, we entered into a conversion rights agreement pursuant to which we agreed to permit $12,500,000 of payment obligation we owed to a Perceptive
fund to be satisfied, at the fund’s election, by converting those obligations (in whole or in part) into ADSs from time to time at the Conversion Price, also subject to the 9.9% beneficial ownership cap.
We believe that each of the above issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public
offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriter was involved in these issuances of securities.
II - 1
Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits
The following exhibits are being filed with this Registration Statement:
II - 2
†Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
#Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.
II - 3
(b) Financial Statement Schedules
All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
Provided, however, that Paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser: If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed
to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II - 4
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it complies with all of the requirements for filing on Form F-1 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in County Wicklow, Ireland, on January 15, 2026.
|
|
TRINITY BIOTECH PLC
|
|
|
|
|
|
|
|
By:
|
/s/ John Gillard
|
|
|
|
John Gillard
Chief Executive Officer
|
II - 5
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Ronan O’Caoimh and John Gillard as his true and lawful attorney-in-fact and agent,
with full powers of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional
registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below on January 15, 2026 by or on behalf of the following persons in the capacities indicated.
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ John Gillard
|
|
Chief Executive Officer (Principal Executive Officer), Company Secretary and Director
|
|
John Gillard
|
|
|
|
|
|
|
| /s/ Paul Murphy |
|
Interim Chief Financial Officer
|
|
Paul Murphy
|
|
|
|
|
|
|
| /s/ Paul Tivnan |
|
Director
|
|
Paul Tivnan
|
|
|
|
|
|
|
| /s/ Ronan O’Caoimh |
|
Director
|
|
Ronan O’Caoimh
|
|
|
|
|
|
|
|
|
|
|
| /s/ Andrew Omidvar |
|
Director
|
|
Andrew Omidvar
|
|
|
II - 6
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this registration statement on January 15,
2026.
Puglisi & Associates
|
By:
|
/s/ Donald J. Puglisi
|
|
|
Name:
|
Donald J. Puglisi
|
|
|
Title:
|
Managing Director
|
|
II - 7
Exhibit 5.1
|
Trinity Biotech plc
IDA Business Park
Bray
Co. Wicklow
Ireland
Private and Confidential
|
|
Our ref
|
15 January 2026
|
|
|
4031/2 DJ/TB/LC
|
Dear Addressee
Registration Statement on Form F-1 of Trinity Biotech plc
Registration, Offer and Resale of American Depositary Shares
Introduction
We act as legal advisers to Trinity Biotech plc, a public limited company incorporated under the laws of Ireland with company number 183476 (the “Company”),
which has asked us to give this Opinion as to certain matters of Irish law in connection with the filing by the Company on the date hereof of a registration statement on Form F-1 (the “Registration Statement”)
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “Commission”).
The Registration Statement relates to the registration, offer and resale, from time to time, by the Selling Shareholders (as named therein) of up to 55,890,900 American Depositary Shares (the “New ADSs”) representing, in aggregate, up to 1,117,818,000 A Ordinary Shares of US$0.0001 each (nominal value) in the capital of the Company (“A Ordinary Shares”) to be allotted in connection therewith (such number of A Ordinary Shares being, the “New Shares”). Each New ADS represents 20 New
Shares.
The New Shares and the New ADSs are proposed to be allotted, issued and delivered pursuant to:
| (a) |
a New York law governed Conversion Rights’ Agreement dated 22 December 2025 made by and among the Company, TRIB Biosensors Inc. and Perceptive Credit Holdings II, L.P. (the “Conversion Rights’ Agreement”);
and
|
| (b) |
a New York law governed Senior Convertible Note dated 22 December 2025, issued by Trinity Biotech, Inc. and others, as borrowers (the “Borrowers”) and the Company, as guarantor, to Perceptive Credit
Holdings III, L.P. (“PCH III”) (the “Senior Convertible Note” and together with the Conversion Rights’ Agreement, the “Transaction
Agreements”).
|
The Senior Convertible Note has been issued pursuant to the New York law governed Sixth Amended and Restated Credit Agreement and Guaranty dated 7 August 2025 made by and among the Borrowers, certain
guarantors from time to time party thereto, the lenders from time to time party thereto and PCH III (as amended by the First Amendment thereto dated 16 October 2025 and the Second Amendment thereto dated 22 December 2025) (the “Credit Agreement”).
The New Shares and the New ADSs are further proposed to be allotted, issued and delivered, as the case may be, pursuant to a New York law governed Deposit Agreement dated 21 October 1992, as amended
and restated on 15 January 2004 made by and among the Company, The Bank of New York Mellon (the “Depositary”) and the owners and holders of American Depositary Receipts evidencing American Depositary Shares
issued thereunder (the “Deposit Agreement” and together with the Transaction Agreements and the Credit Agreement, the “Agreements”).
The New Shares are proposed to be allotted and issued to, and registered in the name of BNY (Nominees) Limited (the “Custodian”), as agent and nominee of the
Depositary under the Deposit Agreement.
Basis of Opinion
For the purpose of giving this Opinion, we have examined the documents and have conducted the searches listed in Schedule 1 (Documents and Searches) to this
Opinion, together with such other materials as we have considered necessary or relevant as a basis for the opinions contained herein.
This Opinion is strictly limited to the matters expressly stated under the heading “Opinions”, below, and is not to be read as extending, by implication or otherwise, to any other matter. In
particular, this Opinion does not deal with any tax matter or the tax consequences of any matter referred to in this Opinion, in the documents or other materials examined by us for the purpose of giving this Opinion, or otherwise.
We express no opinion and make no representation or warranty as to any matter of fact. We have not investigated or verified any of the facts or assumptions, or the reasonableness of any assumptions,
statements or opinions contained or represented by any person in the documents or other materials examined by us for the purposes of giving this Opinion, nor have we attempted to determine if any relevant facts have been omitted from such documents
or materials.
This Opinion is given with respect to the laws of Ireland in effect on the date hereof and is based on legislation published and cases fully reported before that date and our knowledge of the facts
relevant to the opinions contained herein. For the avoidance of doubt, Ireland does not include Northern Ireland (which is a separate jurisdiction), and references to the laws of Ireland do not include the laws in force in Northern Ireland.
We have made no investigations of, and we express no opinion on, the laws of any jurisdiction other than Ireland, or the effect thereof. In particular, we have made no investigations of any
reference to non-Irish laws in any document or other materials examined by us or the meaning of effect thereof, and any phrases used in any non-Irish law governed document examined by us have been construed by us as having the meaning and effect they
would have if such document was governed by Irish law. We have assumed, without enquiry, that there is nothing in the laws of any jurisdiction other than Ireland which would, or might, affect the opinions contained herein, and that, insofar as the
laws of any jurisdiction other than Ireland are relevant, such laws have been, or will be, complied with.
This Opinion is expressed as of the date hereof and we assume no obligation to update the opinions contained herein.
2
Opinions
Based upon, and subject to, the foregoing and the assumptions, qualifications and limitations set out in Schedule 2 (Assumptions), Schedule 3 (Qualifications) and elsewhere in this Opinion, we are of the following opinions:
| (a) |
The Company is a public limited company, duly incorporated and validly existing under the laws of Ireland.
|
| (b) |
The New Shares, when allotted and issued in accordance with the terms and conditions of the Transaction Agreements against receipt by the Company of the full consideration payable therefor, will, upon the entry of the name(s) of the
Custodian or other relevant allottee(s) in the register of members of the Company as the registered holder(s) thereof (in each case credited as fully paid-up) be validly issued, fully paid-up and non-assessable. “Non-assessable” is a phrase which has no defined meaning under Irish law, but, for the purposes of this Opinion, shall mean a registered holder of such New Shares is not subject, solely by virtue of its shareholding, to calls
for additional payments of capital on such shares. As a matter of Irish law, a share in an Irish incorporated company is only issued when it has been entered in the register of members of the relevant company.
|
Reliance
This Opinion is furnished to you and the persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act strictly for use in connection with the Registration Statement
and may not be relied upon by any other person without our prior written consent.
Consent
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the Registration Statement and to the reference to Matheson LLP under the caption “Legal Matters” in the prospectus forming part of
the Registration Statement. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under section 7 of the Securities Act, or the rules and regulations of the Commission promulgated
thereunder.
Governing Law
This Opinion and the opinions contained herein are governed by, and construed in accordance with, the laws of Ireland.
Yours faithfully
/s/ Matheson LLP
MATHESON LLP
3
Schedule 1
Documents and Searches
For the purposes of giving this Opinion, we have examined the documents and have conducted the searches listed below.
| 1. |
The final form of the Registration Statement to which this Opinion is to be filed as an exhibit.
|
| 2. |
A .pdf copy of the Senior Convertible Note, attached as an exhibit to the Company’s current report on Form 6-K filed with the Commission on 23 December 2025.
|
| 3. |
A .pdf copy of the Conversion Rights Agreement, attached as an exhibit to the Company’s current report on Form 6-K filed with the Commission on 23 December 2025.
|
| 4. |
A .pdf copy of the Credit Agreement.
|
| 5. |
A .pdf copy of the Deposit Agreement.
|
| 6. |
A certificate issued by the secretary of the Company dated the date of this Opinion (the “Corporate Certificate”):
|
| (a) |
attaching a copy of each of the following documents certified as being true, complete and correct by the secretary:
|
| (i) |
the Company’s certificate of incorporation dated 22 January 1992, certificate of incorporation on change of name dated 24 February 1992, certificate of incorporation on change of name dated 16 July 1992 and certificate of incorporation
on re-registration as a public limited company dated 16 July 1992 (the “Certificates of Incorporation”);
|
| (ii) |
the memorandum of association of the Company as amended on 30 September 2025 (the “Memorandum of Association”) and the articles of association of the Company adopted on 30 September 2025 (the “Articles of Association”, and together with the Certificates of Incorporation and the Memorandum of Association, the “Constitutional Documents”);
|
| (iii) |
written resolutions of all the directors of the Company passed on 22 December 2025 (the “Written Board Resolutions”);
|
| (iv) |
the minutes of the 2025 annual general meeting of the Company held on 30 September 2025 (the "AGM Minutes"); and
|
| (b) |
certifying certain other matters, as set out therein, on which we have relied for the purpose of this Opinion.
|
| 7. |
Searches carried out by independent law researchers on our behalf against the Company on 15 January 2026: (a) in the Register of Winding-up Petitions maintained at the Central Office of the High Court of Ireland; (b) in the Judgments’
Office of the High Court of Ireland; and (c) on the file of the Company maintained by the Registrar of Companies at the Irish Companies Registration Office (the “Companies Registration Office”) (the
“Searches”).
|
4
Schedule 2
Assumptions
The opinions contained herein are given on the basis of the assumptions set out in this Schedule.
| 1. |
All signatures (including, for the avoidance of doubt, electronic signatures), initials, seals and stamps contained in, or on, any document examined by us are genuine.
|
| 2. |
All documents provided to us as originals are authentic and complete and all documents provided to us as copies (including, without limitation, any document provided to us as a .pdf (or any other format) attachment to an email) are
complete and conform to the originals of such documents, and the originals of such documents are authentic and complete with all requisite seals and stamps affixed.
|
| 3. |
The contents of the documents (including the Corporate Certificate) and any other materials examined by us for the purposes of this Opinion are true and accurate as to factual matters, but we have made no independent investigation
regarding such factual matters.
|
| 4. |
The transactions provided for in the Transaction Agreements will be consummated upon the terms and conditions provided for therein.
|
| 5. |
There have been no amendments to the Constitutional Documents or the other attachments to the Corporate Certificate.
|
| 6. |
The Written Board Resolutions have not, since their date of adoption, been amended, superseded or rescinded, and are in full force and effect.
|
| 7. |
The members’ resolutions documented in the AGM Minutes were passed at a properly convened, constituted and quorate meeting of the members of the Company, and such resolutions have not, since their date of adoption, been amended, superseded
or rescinded, and are in full force and effect.
|
| 8. |
The Company will derive a commercial benefit from entering into the Transaction Agreements commensurate with the obligations undertaken by it thereunder.
|
| 9. |
In approving the entry into the Transaction Agreements and the allotment, issue and delivery of the New Shares and New ADSs upon the terms and conditions provided for therein, the directors of the Company have acted in good faith in the
interests of the Company for the benefit of its members as a whole and for its legitimate business purposes.
|
| 10. |
The Company will have received the full consideration payable for any New Shares (as provided for in the Transaction Agreements) prior to, or simultaneous with, their allotment and issue, and no New Share shall be allotted and issued for
consideration that is less than its nominal value.
|
| 11. |
At the time of the allotment and issue of any New Shares, the Company will continue to have a sufficient number of unissued A Ordinary Shares in its authorised share capital, being at least equal to the number of New Shares to be allotted
and issued, and the Company shall not take any action that would reduce the number of unissued A Ordinary Shares below such amount.
|
| 12. |
To the extent any New Shares to be allotted and issued are proposed to be issued directly to BNY (Nominees) Limited (the “Custodian”), the Company will have satisfied all requirements of the
Custodian for acceptance of the New Shares as eligible for its depository and book entry transfer services.
|
5
| 13. |
Each person to whom New Shares are allotted and issued will have the due and requisite capacity (and, if relevant, will have taken all necessary corporate actions to be authorised) to be allotted and issued New Shares and to be
registered in the register of members of the Company as the holder thereof.
|
| 14. |
The information disclosed by the Searches was accurate and complete as of the date the Searches were made and has not been altered, the Searches did not fail to disclose any information which had been delivered for registration but which
did not appear from the information available at the time the Searches were made or which ought to have been delivered for registration at that time but had not been so delivered and no additional matters would have been disclosed by
additional searches being carried out since that time.
|
| 15. |
At the time of the allotment and issue of any New Shares, the Company will not have passed a voluntary winding-up resolution or a resolution to place the Company under court protection or to appoint a process adviser, and no petition
will have been presented to, or order will have been made by, a court for the winding-up of the Company or to place the Company under court protection or for the appointment of a process adviser.
|
| 16. |
The obligations expressed to be assumed by each party to the Agreements, all relevant documents referred to therein and all other documents examined by us for the purpose of this Opinion are legal, valid, binding and enforceable
obligations under all applicable laws and in all applicable jurisdictions, other than, in the case of the obligations expressed to be assumed by the Company in the Transaction Agreements, the laws of Ireland and the jurisdiction of Ireland.
|
| 17. |
The Agreements and the transactions contemplated thereby and transfers and payments to be made thereunder are not and will not be affected or prohibited by any financial restrictions or sanctions imposed by the United Nations, the
European Union or Ireland or which arise under any human rights, anti-terrorism, anti-corruption, anti-money laundering or exchange control laws and regulations of the European Union or Ireland, including, without limitation, any arising
from orders made under the Financial Transfers Act 1992 of Ireland, the Criminal Justice (Terrorist Offences) Acts 2005 and 2015 of Ireland or the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021 of Ireland.
|
6
Schedule 3
Qualifications
The opinions contained herein are given subject to the qualifications set out in this Schedule.
| 1. |
A search in the Irish Companies Registration Office will not reveal whether a petition has been presented to the Irish courts for the appointment of a liquidator or an examiner.
|
| 2. |
A search of the Register of Winding-up Petitions should reveal the existence of a petition for the appointment of a liquidator or an examiner but there may be a time lag between presentation and entry of particulars of the petition on
the Register of Winding-up Petitions and accordingly a search of the Register of Winding-up Petitions may fail to reveal that any such petition has been presented. Furthermore in the case of certain smaller companies a petition for the
appointment of an examiner may be presented to the Circuit Court and a search of the Register of Winding-up Petitions will not reveal the existence of such a petition.
|
| 3. |
A search in the Companies Registration Office should reveal the appointment of a liquidator, examiner, process adviser or receiver (whether by the Irish courts or, in the case of a liquidator, process adviser or a receiver, out of
court). However, similarly there may be a time lag between the appointment and the filing of particulars of the appointment and accordingly a search in the Companies Registration Office may fail to reveal any such appointment.
|
7
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated May 15, 2025 with respect to the consolidated financial statements of Trinity Biotech plc included in the
Annual Report on Form 20-F for the year ended December 31, 2024 which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement and to the use
of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON
Dublin, Ireland
January 15, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated April 30, 2024 with respect to the Waveform Technologies, Inc. Statement of Assets Acquired and Liabilities Assumed as of January 30, 2024, included by reference in the Form 20-F for the
year ended December 31, 2024 incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement and to the use of our name as it appears under the caption
“Experts.”
/s/ GRANT THORNTON
Dublin, Ireland
January 15, 2026