Prenetics Enters Into Warrant Exchange Agreements With Warrant Holders, Strengthening Capital Structure

Rhea-AI Summary

Prenetics (NASDAQ: PRE) announced a voluntary warrant exchange with holders representing approximately 83.4% of outstanding Class A and Class B warrants to simplify its capital structure and reduce dilution. Under the agreements, ~4.54M existing warrants will be exchanged for ~2.27M new Class C warrants.

Key Class C terms: $18.00 exercise price, 2-year term commencing on an effective Form F-3 registration, and a standard forced-redemption if shares trade at or above $21.60 for ten consecutive trading days.

Post-exchange outstanding warrants are expected to be ~3.18M, a ~42% reduction from October 2025 warrants and up to 50% if fully subscribed.

Positive

• 83.4% of warrants covered by exchange agreements
• Approximately 4.54M old warrants exchanged for 2.27M Class C warrants
• Expected outstanding warrants reduced to ~3.18M (≈42% reduction)
• Potential 50% reduction if remaining holders participate

Negative

• New Class C warrants have a 2-year term
• Forced-redemption triggers if shares reach $21.60 for ten trading days

Key Figures

October 2025 units 2,722,642 Class A shares with 2,722,642 Class A and 2,722,642 Class B warrants Best efforts public offering in October 2025

Total original warrants 5,445,284 Class A and Class B warrants Issued with October 2025 financing

Exchange participation 4,539,722 warrants (~83.4% of 5,445,284) Warrants covered by exchange agreements

New Class C warrants ≈2.27 million Class C warrants Issued in exchange for A and B warrants

Post‑exchange warrants ≈3.18 million A, B and C warrants Expected aggregate outstanding after exchange

Warrant reduction 42.0% reduction, up to 50% with full participation Change vs October 2025 A and B warrants

Class A warrant strike $24.12 per share Original Class A warrants, 5‑year term

Class C warrant strike $18.00 per share, 2‑year term New Class C warrants from exchange

Market Reality Check

$16.88 Last Close

Volume Volume 129,570 is slightly below 20-day average of 147,960, suggesting moderate activity into the warrant exchange news. normal

Technical Shares at $18.38 are trading above the 200-day MA $9.31 and sit within 1% of the 52-week high $18.48.

Peers on Argus

PRE gained 5.15% while peers were mixed: BNR +6.32%, MDXH +6.92%, XGN +4.08%, BDSX +0.29%, FONR -1.52%. With no peers in the momentum scanner and no same-day peer news, today’s move appears more company-specific to the warrant exchange.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 25	Conference participation	Positive	+8.6%	Announced attendance at two December investor conferences with management access.
Nov 24	Insider share buys	Positive	+11.2%	Executives disclosed open‑market purchases totaling about $1.45M in PRE shares.
Nov 14	Analyst rating, target	Positive	-9.4%	Cantor reiterated Overweight with a $31 target citing strong IM8 growth metrics.
Nov 10	Q3 2025 earnings	Positive	-3.6%	Reported record Q3 2025 revenue and robust IM8 KPIs and liquidity levels.
Nov 04	Earnings date notice	Neutral	-5.6%	Announced Q3 release date and inaugural earnings call logistics for investors.

Pattern Detected

Recent news skewed positive, but price reactions have been mixed: strong gains on insider buying and conferences, yet notable selloffs after bullish earnings and analyst commentary, suggesting investors sometimes fade good fundamental news.

Recent Company History

Over the last two months, Prenetics has reported record Q3 2025 results, a bullish $31 target from Cantor, and a successful $44M financing with attached warrants. Executives later disclosed sizable open‑market share purchases, and the company increased investor outreach via conferences. Despite strong IM8 growth and liquidity, shares sold off after earnings and the analyst note but rose on insider buying and conference participation. Today’s warrant exchange aims to address dilution and overhang tied to the October 2025 financing instruments.

Market Pulse Summary

The stock moved -6.9% in the session following this news. A negative reaction despite a cleaner capital structure would fit prior patterns where PRE sometimes sold off on ostensibly constructive news, such as strong Q3 2025 results. The exchange still leaves about 3.18 million warrants outstanding, which could weigh on sentiment if investors focus on near‑term dilution risk or the shorter two‑year term of Class C warrants. Past divergence on good news suggests traders have occasionally used positive headlines as liquidity events.

Key Terms

warrant financial

"entered into warrant exchange agreements, subject to customary closing conditions, with holders"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

exercise price financial

"Class A warrant and one Class B warrant with exercise prices of $24.12 and $32.16"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement on Form F-3 regulatory

"term commencing upon the effectiveness of a registration statement on Form F-3 registering"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

forced-redemption financial

"and a standard forced-redemption (call) feature. The Company may exercise its"

Forced redemption is when the issuer compels holders to surrender a security — such as a bond, preferred share, or convertible instrument — before its scheduled end, usually under rules spelled out in the offering. Think of it like a lender calling a loan: investors must accept payment or conversion on the issuer’s timetable, which can cut off future income or lock in a price that may be below expectations. It matters because it changes the timing and amount of returns and can affect portfolio value and planning.

AI-generated analysis. Not financial advice.

CHARLOTTE, N.C., Dec. 23, 2025 (GLOBE NEWSWIRE) -- Prenetics Global Limited (NASDAQ: PRE) (“Prenetics” or the “Company”), a leading health sciences company and parent of the IM8 premium health and longevity brand, today announced that it has entered into warrant exchange agreements, subject to customary closing conditions, with holders representing approximately 83.4% of its outstanding Class A and Class B warrants, pursuant to a voluntary warrant exchange program designed to simplify the Company’s capital structure and materially reduce potential future dilution.

The warrant exchange program was developed based on investor feedback and following discussions with several of the Company’s largest institutional shareholders, who expressed strong support for consolidating legacy warrant instruments into a cleaner capital structure.

Background and Participation

In connection with the Company’s prior financing in October 2025, 2,722,642 Class A ordinary shares were issued, with one Class A warrant and one Class B warrant issued for each such Class A ordinary share, for a total of 5,445,284 warrants.

As of the date of this announcement, the Company has entered into exchange agreements covering 4,539,722 of the 5,445,284 aggregate Class A and Class B warrants, representing approximately 83.4% participation.

Summary of the Warrant Exchange

Under the exchange agreements:

• One (1) Class A warrant and one (1) Class B warrant with exercise prices of $24.12 and $32.16, respectively, each with a five-year term have been exchanged for
• One (1) new Class C warrant with:
  • an exercise price of $18.00 per Class A ordinary share,
  • a two-year term commencing upon the effectiveness of a registration statement on Form F-3 registering the resale of the shares issuable upon exercise of the Class C warrants, and
  • a standard forced-redemption (call) feature.
    

The Company may exercise its forced-redemption right only after the registration statement on Form F-3 registering the resale of the shares issuable upon exercise of the Class C warrants is declared effective and only if the Company’s Class A ordinary shares trade at or above 120% of the exercise price (i.e., $21.60) for ten (10) consecutive trading days.

Warrant holders participated in the exchange on a voluntary basis, and identical terms were offered to all eligible warrant holders.

Impact on Capital Structure

Based on the exchange agreements, a total of approximately 4.54 million in aggregate of the Company’s outstanding Class A warrants and Class B warrants is expected to be exchanged for approximately 2.27 million Class C warrants.

After such exchange, the total number of outstanding Class A warrants, Class B warrants and Class C warrants is expected to be approximately 3.18 million in aggregate, representing a reduction of approximately 42.0% from the number of Class A and Class B warrants issued in the October 2025 financing round, and further up to 50% assuming participation in full by all holders of Class A warrants and Class B warrants.

The Company believes this reduction materially improves its long-term dilution profile, reduces warrant overhang, and enhances the investability of its ordinary shares. The Company is not undertaking this warrant exchange in connection with any financing transaction and has no plans to conduct any equity or equity-linked capital raise in the foreseeable future.

Strategic Rationale and Benefits

The Company believes this warrant exchange delivers several meaningful benefits to the Company and its shareholders, including:

• Up to 50% reduction from the number of outstanding Class A warrants and Class B warrants, materially lowering long-term dilution risk
• Substantial elimination of two deep out-of-the-money legacy classes of warrants, reducing up to 50% of the overhang on the Company’s shares that resulted from the Class A warrants and Class B warrants
• Simplification in favor of a single, unified class of warrants, improving transparency and institutional investability
• Improved alignment with shareholders, by providing a more realistic and attainable path to warrant redemption

The Company noted that its largest institutional investors, each with significant long-term investments, have participated in the exchange, reflecting strong confidence in the revised structure and its long-term benefits.

About Prenetics
Prenetics (NASDAQ: PRE) is a leading health sciences company redefining the future of health and longevity through IM8 — its flagship consumer brand co-founded with David Beckham and championed by World No. 1 tennis player Aryna Sabalenka. IM8 has achieved the fastest growth trajectory in supplement industry history, reaching $100 million+ in ARR within 11 months of launch, outpacing even leading AI startups.

About IM8
IM8 is the pinnacle of premium core nutrition, born from a collaboration between David Beckham as a co-founding partner, and an elite team of scientists spanning medical professionals, academia and space science. Combining cutting-edge science with nature’s most potent ingredients, IM8 delivers a holistic, science-backed approach to health, empowering you to live your most vibrant life. IM8’s flagship product, Daily Ultimate Essentials is an all-in-one powder supplement engineered to replace 16 different supplements in a delicious drink and is NSF Certified for Sport, non-GMO, vegan, free from common allergens, and contains no artificial flavors, colors or sweeteners. IM8 is a subsidiary of Prenetics (NASDAQ: PRE), a leading global health sciences company dedicated to advancing consumer health. To learn more about IM8, please visit www.IM8health.com.

Investor Relations Contact:
investors@prenetics.com
PRE@mzgroup.us

Angela Cheung
Investor Relations / Corporate Finance
angela.hm.cheung@prenetics.com

Forward-Looking Statements
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s goals, targets, projections, outlooks, beliefs, expectations, strategy, plans, objectives of management for future operations of the Company, and growth opportunities are forward-looking statements. Our guidance (including warrant structure, numbers and timeline) reflects management’s current estimates and assumptions as of the date of this release, is subject to significant risks and uncertainties, and is not a guarantee of future performance. Actual results may differ materially. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” “guidance,” “outlook,” “forecast,” or other similar expressions. Forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company, which involve inherent risks and uncertainties, and therefore they should not be relied upon as being necessarily indicative of future results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to factors beyond the Company’s control that prevent the closing and final consummation of the exchange agreements. In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described in the “Risk Factors” section of the Company’s most recent registration statement and the prospectus therein, and the other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission. Unless otherwise specified, all information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

FAQ

How many Prenetics (PRE) warrants participated in the December 23, 2025 exchange?

Holders representing approximately 83.4% of outstanding Class A and Class B warrants agreed to the exchange.

What are the exercise price and term of the new Prenetics (PRE) Class C warrants?

Class C warrants have an exercise price of $18.00 per share and a two-year term starting upon effectiveness of a Form F-3 registration.

How does the warrant exchange affect Prenetics (PRE) dilution and overhang?

The exchange is expected to reduce outstanding warrants to ~3.18M, a ~42% reduction from October 2025 levels and up to 50% if fully subscribed.

What triggers forced redemption of Prenetics (PRE) Class C warrants?

The company may force-redeem only after the resale registration is effective and if shares trade at or above $21.60 for ten consecutive trading days.

Did Prenetics (PRE) link the warrant exchange to a new financing?

No. The company said the exchange is not part of any financing and it has no plans for an equity or equity-linked raise in the foreseeable future.

What is the aggregate swap ratio used in Prenetics (PRE) warrant exchange?

One Class A warrant and one Class B warrant were exchanged for one new Class C warrant, resulting in ~4.54M old warrants becoming ~2.27M Class C warrants.