Prenetics details recent private share, warrant deals

Prenetics Global Ltd files a technical F-1 amendment to add auditor consents and summarize exempt share and warrant issuances since early 2023.

Rhea-AI Filing Summary

Prenetics Global Ltd (PRE) filed Pre-Effective Amendment No. 3 to its Form F-1 registration statement, solely to add consents from KPMG and Deloitte Touche Tohmatsu as new exhibits, with all other registration terms remaining unchanged. The amendment also details indemnification provisions for directors and officers under Cayman Islands law and standard Securities Act undertakings.

The filing summarizes recent unregistered issuances since January 1, 2023, including Class A Ordinary Shares issued in connection with acquisitions, services, and its IM8 business, and the issuance of Class C warrants in private exchanges for existing warrants, all relying on exemptions such as Section 4(a)(2), Regulation S, and Section 3(a)(9) of the Securities Act.

Filing Explained

The September 22 amendment leaves Prenetics’ F-1 registration pre-effective: the filing adds audit consents but does not report a current offering, issuance, sale, proceeds, or dilution for existing holders. Its proposed sales are stated to begin only after effectiveness, so this disclosure changes the registration record—not the company’s current financing state.

Key Figures

Shares issued to Berry Genomics: 168,709 Class A Ordinary Shares Shares issued to Insighta founders: 1,481,481 Class A Ordinary Shares Shares issued to Oxsed founders: 52,620 Class A Ordinary Shares +4 more

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Shares issued to Berry Genomics 168,709 Class A Ordinary Shares Issued in connection with the acquisition of ACT Genomics since January 1, 2023

Shares issued to Insighta founders 1,481,481 Class A Ordinary Shares Issued in connection with the acquisition of Insighta

Shares issued to Oxsed founders 52,620 Class A Ordinary Shares Issued upon the exercise of exchange loan notes

Shares for capital markets and IR services 276,707 Class A Ordinary Shares Issued to certain service providers as consideration for capital markets and investor relations services

Shares for IM8 business services 597,007 Class A Ordinary Shares Issued to certain service providers in relation to the IM8 business

Class C warrants issued 2,360,416 Class C warrants Issued in privately negotiated exchanges for outstanding Class A and Class B warrants

Form type Pre-Effective Amendment No. 3 to Form F-1 Filed under the Securities Act of 1933 for a delayed or continuous offering

Key Terms

Pre-Effective Amendment, reverse share split, Class C warrants, Section 4(a)(2), +2 more

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Pre-Effective Amendment regulatory

"hereby files this Pre-Effective Amendment No. 3 to the Registration Statement"

reverse share split financial

"The share numbers below give effect to the Company's reverse share split"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

Class C warrants financial

"we issued an aggregate of 2,360,416 Class C warrants in privately negotiated transactions"

Class C warrants are a specific series of financial instruments that give the holder the right, but not the obligation, to buy a set number of company shares at a predetermined price before a set expiration date; the “Class C” label simply distinguishes this series from other warrant series with different terms. They matter to investors because they provide leveraged exposure to potential share price gains while creating the possibility of share dilution if exercised—think of them like a time-limited coupon to buy stock at a fixed price that can change the total number of shares outstanding.

Section 4(a)(2) regulatory

"in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation S regulatory

"and/or Regulation S promulgated thereunder, as transactions by an issuer not involving any public offering"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Section 3(a)(9) regulatory

"with respect to the Class C warrants, in reliance upon the exemption provided by Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Prenetics Global Ltd (PRE) doing in this Pre-Effective Amendment No. 3 to its Form F-1?

Prenetics Global Ltd is filing Pre-Effective Amendment No. 3 to its Form F-1 solely to add consents from KPMG and Deloitte Touche Tohmatsu as Exhibits 23.2, 23.3, and 23.4, while leaving the remainder of the registration statement unchanged.

What recent unregistered securities issuances does PRE disclose in this F-1/A?

Since January 1, 2023, Prenetics issued 168,709, 1,481,481, 52,620, 276,707, and 597,007 Class A Ordinary Shares in various private transactions, plus 2,360,416 Class C warrants exchanged for existing warrants, all in transactions not involving a public offering.

How were Prenetics Global Ltd’s unregistered offerings of PRE securities exempt from registration?

The company relied on Section 4(a)(2) of the Securities Act and/or Regulation S for private offers and sales outside the United States, and on Section 3(a)(9) for the exchange of Class C warrants with existing security holders, with no underwriters involved.

What does PRE disclose about director and officer indemnification?

Prenetics states its amended and restated memorandum and articles of association indemnify directors and officers to the maximum extent permitted under Cayman Islands law, excluding actual fraud or willful default, and that it maintains insurance covering certain claims against directors and officers.

Does this Prenetics (PRE) amendment change the terms of the underlying F-1 offering?

No. Prenetics explains that this Pre-Effective Amendment No. 3 is filed solely to add audit firm consents, and that the remainder of the Form F-1 registration statement and its terms remain unchanged.

What ongoing obligations does PRE undertake regarding its Form F-1 registration?

Prenetics undertakes to file post-effective amendments to update the prospectus for material changes, include required financial statements, and remove unsold securities, and acknowledges SEC views that certain indemnification for Securities Act liabilities is unenforceable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 11:17 AM Accepted by SEC EDGAR 09/22/2026 - 11:15 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 22, 2026

Registration No.: 333-294765

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 3

ON FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Prenetics Global Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

Cayman Islands

Not Applicable

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

Unit 703-706, K11 Atelier

728 King’s Road, Quarry Bay

Hong Kong

Tel: +852 2210 9588

(Address and telephone number of registrant’s principal executive office)

Cogency Global Inc.

122 East 42nd Street, 18th Floor, New York, N.Y. 10168

+1 (800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Danny Sheng Wu Yeung

Unit 703-706, K11 Atelier

728 King’s Road, Quarry Bay

Hong Kong

Tel: +852 2110 9588

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

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. x

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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 x

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. o

† 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 of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Prenetics Global Limited hereby files this Pre-Effective Amendment No. 3 to the Registration Statement on Form F-1 solely for the purpose of filing the consent of KPMG as Exhibit 23.2 and the consents of Deloitte Touche Tohmatsu as Exhibits 23.3 and 23.4. The remainder of the Registration Statement remains unchanged.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6. Indemnification of Directors and Officers

The laws of the Cayman Islands do not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default.

We have entered into indemnification agreements with each of our directors. Under these agreements, we have agreed to indemnify our directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being our director.

In addition, we maintain standard policies of insurance under which coverage is provided to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities.

Set forth below is information regarding securities issued by us since January 1, 2023 that were not registered under the Securities Act. The share numbers below give effect to the Company's reverse share split and are stated in Class A Ordinary Shares.

During the period from January 1, 2023 through the date of this registration statement, we issued the following Class A Ordinary Shares in transactions not involving any public offering: (i) 168,709 shares to Berry Genomics in connection with our acquisition of ACT Genomics; (ii) 1,481,481 shares to the founders of Insighta in connection with our acquisition of Insighta; (iii) 52,620 shares to the founders of Oxsed upon the exercise of exchange loan notes; (iv) 276,707 shares to certain service providers as consideration for capital markets and investor relations services; and (v) 597,007 shares to certain service providers in relation to our IM8 business.

In addition, we issued an aggregate of 2,360,416 Class C warrants in privately negotiated transactions in exchange for outstanding Class A warrants and Class B warrants previously held by the participating holders.

The offers, sales, and issuances of the securities described above were made in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, as transactions by an issuer not involving any public offering or as offers and sales to persons outside the United States, and, with respect to the Class C warrants, in reliance upon the exemption provided by Section 3(a)(9) of the Securities Act as securities exchanged by the issuer exclusively with its existing security holders where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. No underwriters were involved in the foregoing issuances.

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits

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EXHIBIT INDEX

Exhibit No.

Description

Incorporation by Reference

Form

File No.

Exhibit No.

Filing Date

4.1**

Form of Warrant Agency Agreement, by and between Prenetics Global Limited and Continental Stock Transfer and Trust Company.

4.2

Form of Exchange Warrant

6-K

001-41401

4.2

December 23, 2025

5.1**

Opinion of Mourant Ozannes (Hong Kong) LLP

10.1**

Form of Warrant Exchange Agreement, by and between Prenetics Global Limited and Continental Stock Transfer and Trust Company

23.1**

Consent of Mourant Ozannes (Hong Kong) LLP

23.2*

Consent of KPMG

23.3*

Consent of Deloitte Touche Tohmatsu

23.4*

Consent of Deloitte Touche Tohmatsu

23.5**

Consent of DaHui Lawyers

23.6**

Consent of Allbright Law (Hong Kong) Offices LLP

24.1**

Power of Attorney

107**

Calculation of Filing Fee Table

* Filed herewith.

** Previously filed.

(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 consolidated financial statements and related notes thereto, included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025 filed with the SEC on April 30, 2026.

Item 9. Undertakings

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;

(ii)    to reflect in the prospectus any facts or events arising after the effective date of this 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

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deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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.

(2)     That, for the purpose of determining any liability under the Securities Act of 1933, 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)     To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(5)     That, for the purpose of determining liability under the Securities Act to any purchaser the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

(6)     That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.

(7)     That, for the purpose of determining liability of the Registrant 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;

(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.

(8)     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, 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

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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 of 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.

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this registration statement on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on September 22, 2026.

Prenetics Global Limited

By: /s/ Danny Sheng Wu Yeung

Name: Danny Sheng Wu Yeung

Title: Chief Executive Officer

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SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE

CAPACITY

DATE

/s/ Danny Sheng Wu Yeung

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

September 22, 2026

Danny Sheng Wu Yeung

/s/ Lo Hoi Chun

Chief Financial Officer (Principal Financial and Accounting Officer)

September 22, 2026

Lo Hoi Chun

*

Independent Director

September 22, 2026

Yin Pan Cheng

*

Independent Director

September 22, 2026

Darshan Ravindra Shah

*

Independent Director

September 22, 2026

Hudson Blake Leogrande

* By: /s/ Danny Sheng Wu Yeung

Danny Sheng Wu Yeung, Attorney-in-Fact

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, solely in his capacity as the duly authorized representative of Prenetics Global Limited, has signed this registration statement in the City of New York, New York, on September 22, 2026.

Authorized U.S. Representative

Cogency Global Inc.

By:									/s/ Colleen A. De Vries
									Name: Colleen A. De Vries
									Title: Senior Vice President

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