Trinity Biotech drops 675M shares from sale plan

Rhea-AI Filing Summary

TRINITY BIOTECH PLC (TRIB) is filing Post-Effective Amendment No. 2 to its Form F-1 registration statement originally covering 705,659,320 Class A ordinary shares, which were previously represented by 35,282,966 ADSs at a ratio of one ADS to 20 ordinary shares.

Effective July 24, 2026, the ADS ratio changed to one ADS representing 600 ordinary shares, resulting in these registered shares being represented by 1,176,099 ADSs. Under a February 24, 2026 Standby Equity Purchase Agreement, the company could sell ADSs to YA II PN, LTD. for up to $25 million, but this agreement was terminated effective July 7, 2026. Following this termination, the company is removing from registration 675,048,580 ordinary shares, represented by 1,125,081 ADSs, that remained registered but unsold.

Key Figures

Ordinary shares originally registered: 705,659,320 ordinary shares ADSs before ratio change: 35,282,966 ADSs ADS ratio before change: 1 ADS : 20 ordinary shares +5 more

8 metrics

Ordinary shares originally registered 705,659,320 ordinary shares Class A ordinary shares covered by Form F-1 (File No. 333-293717)

ADSs before ratio change 35,282,966 ADSs ADSs representing the 705,659,320 ordinary shares before July 24, 2026

ADS ratio before change 1 ADS : 20 ordinary shares Original ADS ratio prior to July 24, 2026

ADS ratio after change 1 ADS : 600 ordinary shares ADS ratio effective July 24, 2026 (one-for-thirty reverse ADS split effect)

ADSs after ratio change 1,176,099 ADSs ADSs representing the 705,659,320 registered ordinary shares after July 24, 2026

Ordinary shares deregistered 675,048,580 ordinary shares Shares removed from registration as remaining registered but unsold

ADSs deregistered 1,125,081 ADSs ADSs representing the deregistered 675,048,580 ordinary shares

Standby Equity Purchase Agreement capacity $25 million Maximum aggregate gross purchase price of ADSs that could be sold to YA II PN, LTD.

Key Terms

Post-Effective Amendment, Standby Equity Purchase Agreement, reverse ADS split, American Depositary Shares

4 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 2 relates to the Registration Statement on Form F-1"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Standby Equity Purchase Agreement financial

"entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”)"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

reverse ADS split financial

"which had the same effect on the ADSs as a one-for-thirty reverse ADS split"

A reverse ADS split is a corporate action that combines multiple American Depositary Shares (ADS) into a smaller number of ADS, so each new ADS represents more underlying ordinary shares and the price per ADS rises proportionally. Think of merging several small coins into one bigger coin: your total value stays the same, but the share count and per‑share price change, which can affect trading liquidity, index inclusion, and investor perception of the stock.

American Depositary Shares financial

"were represented by 35,282,966 American Depositary Shares (the “ADSs”)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Offering Details

shelf/secondary · 705,659,320 ordinary shares originally registered; 675,048,580 ordinary shares now deregistered

Offering

Offering Type shelf/secondary

Securities Offered Class A ordinary shares represented by American Depositary Shares (ADSs)

Offering Amount 705,659,320 ordinary shares originally registered; 675,048,580 ordinary shares now deregistered

FAQ

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

What is TRIB changing with this Post-Effective Amendment No. 2 to Form F-1?

TRINITY BIOTECH PLC is removing from registration 675,048,580 ordinary shares, represented by 1,125,081 ADSs, that remained registered but unsold after terminating a Standby Equity Purchase Agreement with YA II PN, LTD. effective July 7, 2026.

How many shares were originally registered under TRIB’s Form F-1 (No. 333-293717)?

The Form F-1 originally covered 705,659,320 Class A ordinary shares of TRINITY BIOTECH PLC, which were at first represented by 35,282,966 ADSs with each ADS representing 20 ordinary shares.

What ADS ratio change did TRIB implement on July 24, 2026?

Effective July 24, 2026, the ADS ratio changed from one ADS representing 20 ordinary shares to one ADS representing 600 ordinary shares, which had the same effect on the ADSs as a one-for-thirty reverse ADS split.

After the ADS ratio change, how many ADSs represented the registered TRIB ordinary shares?

After the July 24, 2026 ADS ratio change, the 705,659,320 registered ordinary shares were represented by 1,176,099 ADSs.

What was the size of TRIB’s Standby Equity Purchase Agreement with YA II PN, LTD.?

Under the February 24, 2026 Standby Equity Purchase Agreement, TRINITY BIOTECH PLC could, at its option, sell ADSs to YA II PN, LTD. for an aggregate gross purchase price of up to $25 million.

Why is TRIB deregistering shares from this Form F-1?

Following termination of the Standby Equity Purchase Agreement effective July 7, 2026, TRINITY BIOTECH PLC states that no further offers or sales will be made under the Form F-1 and therefore it is removing the 675,048,580 unsold ordinary shares from registration.

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Available on EDGAR 08/21/2026 - 02:29 PM Accepted by SEC EDGAR 08/21/2026 - 02:27 PM Learn about SEC filing dates

Registration No. 333-293717

As filed with the Securities and Exchange Commission on August 21, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

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 Jones, Esq. Thomas Burke, 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: Not applicable.

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.

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 relates to the Registration Statement on Form F-1 (File No. 333-293717) (the “Registration Statement”) of Trinity Biotech plc (the “Registrant”), originally filed with the Securities and Exchange Commission on February 25, 2026 and declared effective on March 3, 2026, as amended by Post-Effective Amendment No. 1, which was filed on June 4, 2026 and declared effective on June 10, 2026. The Registration Statement pertains to the registration of 705,659,320 Class A ordinary shares of the Registrant (the “Ordinary Shares”), which, prior to July 24, 2026, were represented by 35,282,966 American Depositary Shares (the “ADSs”), with each ADS representing 20 Ordinary Shares. Effective July 24, 2026, the ADS ratio was changed from one ADS representing 20 Ordinary Shares to one ADS representing 600 Ordinary Shares, which had the same effect on the ADSs as a one-for-thirty reverse ADS split. The number of underlying Ordinary Shares registered under the Registration Statement was not affected by the ADS ratio change, with these ordinary shares being represented by 1,176,099 ADS following the July 24, 2026 ratio change. On February 24, 2026, the Registrant entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD. (the “Investor”), pursuant to which the Registrant could, at its option, sell ADSs to the Investor for an aggregate gross purchase price of up to $25 million.

The Registrant terminated the Purchase Agreement, effective as of July 7, 2026. As a result of the termination of the Purchase Agreement, no further offers or sales will be made under the Registration Statement. Pursuant to the undertaking in Item 9(a)(3) of the Registration Statement, the Registrant hereby removes from registration the 675,048,580 Ordinary Shares, represented by 1,125,081 ADSs, that remain registered but unsold under the Registration Statement.

SIGNATURES

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 on Form F-1 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in County Wicklow, Ireland, on August 21, 2026.

	TRINITY BIOTECH PLC
	By:	/s/ John Gillard
		John Gillard Chief Executive Officer