EXPLANATORY NOTE
Lucid ATM Agreement
On June 12, 2026, Trinity Biotech plc (the “Company”) entered into an At the Market Offering Agreement (the “Sales Agreement”) with Lucid Capital Markets, LLC (“Lucid”), pursuant to which the Company may sell up to $4,352,314 of its American Depositary Shares (“ADSs”), each ADS representing 20 of the Company’s A Ordinary Shares, par value $0.0001 per share, from time to time, through Lucid, acting as sales agent.
Subject to the terms and conditions of the Sales Agreement, the Company will, from time to time, set the parameters for the sale of ADSs, including any price, time or size limits or other customary parameters or conditions, and Lucid will use its commercially reasonable efforts to sell the ADSs when requested by the Company. The Sales Agreement is filed herewith as Exhibit 1.1.
In the Sales Agreement, the Company has agreed to provide Lucid with customary indemnification rights. The Company will also pay Lucid a commission equal to 3.0% of the gross sales price of ADSs sold pursuant to the Sales Agreement.
Sales of the ADSs under the Sales Agreement may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
The ADSs will be sold pursuant to the Company’s previously filed Registration Statement on Form F-3 (File No. 333-280391), which became effective on June 28, 2023. On June 12, 2026, the Company filed a Prospectus Supplement with the Securities and Exchange Commission relating to the offering of up to US$4,352,314 in ADSs pursuant to the Sales Agreement. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ADSs in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The opinion of the Company’s counsel regarding the validity of the ADSs to be sold pursuant to the Prospectus Supplement is filed herewith as Exhibit 5.1.
Termination of Craig-Hallum ATM Program
On June 2, 2026, the Company delivered written notice to Craig-Hallum Capital Group LLC (“Craig-Hallum”) of the termination of the At the Market Offering Agreement, dated as of July 12, 2024, between the Company and Craig-Hallum (the “CH Sales Agreement”), pursuant to Section 8(a) thereof. The ATM program contemplated by the CH Sales Agreement had not been active since March 2025.
