Trinity Biotech plc’s major creditor group, led by Perceptive Advisors, has updated its ownership and financing terms. The reporting persons now show beneficial ownership of 3,424,019,957 Class A Ordinary Shares, representing 9.9% of the class, largely through warrants and convertible instruments.
On April 30, 2026, Perceptive Credit Holdings III, L.P. agreed a Limited Waiver and Third Amendment to Trinity Biotech’s credit agreement, waiving certain financial covenant non-compliance and providing an additional $2.5 million term loan. At the same time, the senior Convertible Note was amended to raise the maximum principal amount convertible into ADSs from $60,000,000 to $72,500,000 and to reduce the minimum conversion price from $1.03 to $0.5061 per ADS. Related changes were made to the Conversion Rights Agreement. These securities are subject to a Beneficial Ownership Cap limiting how many shares the group can beneficially own at any time.
Positive
None.
Negative
Conversion cap raised and price cut: The senior Convertible Note’s convertible principal increased from $60,000,000 to $72,500,000 while the minimum conversion price fell from $1.03 to $0.5061 per ADS, allowing more shares to be issued if fully converted and heightening potential dilution.
Insights
Creditor waives covenant breach, extends $2.5M, and deepens potential equity overhang via richer convert terms.
Perceptive-linked funds report 3,424,019,957 Ordinary Shares beneficially owned, capped at 9.9%. This exposure comes mainly from warrants and a Convertible Note, plus milestone and contingent payment obligations, all convertible into Trinity Biotech ADSs.
The Third Amendment grants a limited waiver of non-compliance with financial covenants and adds a $2.5 million term loan, signaling lender support but also stress around prior covenants. Simultaneously, the Convertible Note’s conversion cap rises from $60,000,000 to $72,500,000, and the Floor Price falls from $1.03 to $0.5061 per ADS.
This structure allows more debt to convert into equity at a lower price, so more shares could be issued if conversions occur, increasing potential dilution. A Beneficial Ownership Cap limits reported holders to 9.9% at any time, but overall dilution depends on future conversions under the amended note and related instruments dated April 30, 2026.
Key Figures
Beneficially owned shares:3,424,019,957 ordinary sharesOwnership percentage:9.9%Outstanding ordinary shares:374,206,640 shares+5 more
"ADSs issuable upon conversion of the Convertible Note (as defined in Item 4)"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
Milestone Payment Obligationfinancial
"ADSs issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4)"
Contingent Payment Obligationfinancial
"ADSs issuable upon conversion of the Contingent Payment Obligation (as defined in Item 4)"
Beneficial Ownership Capfinancial
"would exceed the Beneficial Ownership Cap (as defined in Item 6)"
A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.
Floor Pricefinancial
"reflect a conversion price equal to the Floor Price (as defined in Item 6) of $0.5061"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Conversion Rights Agreementfinancial
"Amendment No. 1 to Conversion Rights Agreement (the "CRA Amendment")"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Trinity Biotech plc
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value per share
(Title of Class of Securities)
896438504
(CUSIP Number)
Alexander Rakitin Perceptive Advisors LLC,
51 Astor Place, 10th Floor New York,
NY,
10003 (646) 205-5340
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
04/30/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
CUSIP Number(s):
896438504
1
Name of reporting person
Perceptive Advisors LLC
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
AF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
3,424,019,957.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
3,424,019,957.00
11
Aggregate amount beneficially owned by each reporting person
3,424,019,957.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
9.9 %
14
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person:
The securities reported on this page consist of securities held directly by Perceptive Credit Holdings II, LP ("Credit Fund II") and Perceptive Credit Holdings III, LP ("Credit Fund III" and, together with Credit Fund II, the "Funds"). The number of Ordinary Shares reported herein consists of (i) 65,000,000 Ordinary Shares issuable upon the exercise of warrants held by the Funds; (ii) 2,865,046,434 Ordinary Shares represented by 143,252,322 American Depositary Shares ("ADSs") issuable upon conversion of the Convertible Note (as defined in Item 4 of the Schedule 13D) held by Credit Fund III; (iii) 197,589,409 Ordinary Shares represented by 9,879,470 ADSs issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II; and (iv) 296,384,114 Ordinary Shares represented by 14,819,206 ADSs issuable upon conversion of the Contingent Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II. The number of ADSs issuable upon conversion of each of the Convertible Note, the Milestone Payment Obligation and the Contingent Payment Obligation reflect a conversion price equal to the Floor Price (as defined in Item 6) of $0.5061. The terms of each of the warrants, the Convertible Note and the Conversion Rights Agreement (as defined in Item 4) restrict the exercise of the warrants and the conversion of the Convertible Note, Milestone Payment Obligation and Contingent Payment Obligation, 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 Convertible Note and the Conversion Rights Agreement) would exceed the Beneficial Ownership Cap (as defined in Item 6). Accordingly, notwithstanding the number of Ordinary Shares reported, the Reporting Person disclaims beneficial ownership of any Ordinary Shares, including those underlying ADSs, issuable upon exercise of the warrants, conversion of the Milestone Payment Obligation, conversion of the Contingent Payment Obligation 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.
SCHEDULE 13D
CUSIP Number(s):
896438504
1
Name of reporting person
Perceptive Credit Advisors LLC
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
AF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
3,424,019,957.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
3,424,019,957.00
11
Aggregate amount beneficially owned by each reporting person
3,424,019,957.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
9.9 %
14
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person:
The securities reported on this page consist of securities held directly by Perceptive Credit Holdings II, LP ("Credit Fund II") and Perceptive Credit Holdings III, LP ("Credit Fund III" and, together with Credit Fund II, the "Funds"). The number of Ordinary Shares reported herein consists of (i) 65,000,000 Ordinary Shares issuable upon the exercise of warrants held by the Funds; (ii) 2,865,046,434 Ordinary Shares represented by 143,252,322 American Depositary Shares ("ADSs") issuable upon conversion of the Convertible Note (as defined in Item 4 of the Schedule 13D) held by Credit Fund III; (iii) 197,589,409 Ordinary Shares represented by 9,879,470 ADSs issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II; and (iv) 296,384,114 Ordinary Shares represented by 14,819,206 ADSs issuable upon conversion of the Contingent Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II. The number of ADSs issuable upon conversion of each of the Convertible Note, the Milestone Payment Obligation and the Contingent Payment Obligation reflect a conversion price equal to the Floor Price (as defined in Item 6) of $0.5061. The terms of each of the warrants, the Convertible Note and the Conversion Rights Agreement (as defined in Item 4) restrict the exercise of the warrants and the conversion of the Convertible Note, Milestone Payment Obligation and Contingent Payment Obligation, 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 Convertible Note and the Conversion Rights Agreement) would exceed the Beneficial Ownership Cap (as defined in Item 6). Accordingly, notwithstanding the number of Ordinary Shares reported, the Reporting Person disclaims beneficial ownership of any Ordinary Shares, including those underlying ADSs, issuable upon exercise of the warrants, conversion of the Milestone Payment Obligation, conversion of the Contingent Payment Obligation 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.
SCHEDULE 13D
CUSIP Number(s):
896438504
1
Name of reporting person
Joseph Edelman
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
AF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
3,424,019,957.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
3,424,019,957.00
11
Aggregate amount beneficially owned by each reporting person
3,424,019,957.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
9.9 %
14
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The securities reported on this page consist of securities held directly by Perceptive Credit Holdings II, LP ("Credit Fund II") and Perceptive Credit Holdings III, LP ("Credit Fund III" and, together with Credit Fund II, the "Funds"). The number of Ordinary Shares reported herein consists of (i) 65,000,000 Ordinary Shares issuable upon the exercise of warrants held by the Funds; (ii) 2,865,046,434 Ordinary Shares represented by 143,252,322 American Depositary Shares ("ADSs") issuable upon conversion of the Convertible Note (as defined in Item 4 of the Schedule 13D) held by Credit Fund III; (iii) 197,589,409 Ordinary Shares represented by 9,879,470 ADSs issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II; and (iv) 296,384,114 Ordinary Shares represented by 14,819,206 ADSs issuable upon conversion of the Contingent Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II. The number of ADSs issuable upon conversion of each of the Convertible Note, the Milestone Payment Obligation and the Contingent Payment Obligation reflect a conversion price equal to the Floor Price (as defined in Item 6) of $0.5061. The terms of each of the warrants, the Convertible Note and the Conversion Rights Agreement (as defined in Item 4) restrict the exercise of the warrants and the conversion of the Convertible Note, Milestone Payment Obligation and Contingent Payment Obligation, 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 Convertible Note and the Conversion Rights Agreement) would exceed the Beneficial Ownership Cap (as defined in Item 6). Accordingly, notwithstanding the number of Ordinary Shares reported, the Reporting Person disclaims beneficial ownership of any Ordinary Shares, including those underlying ADSs, issuable upon exercise of the warrants, conversion of the Milestone Payment Obligation, conversion of the Contingent Payment Obligation 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.
SCHEDULE 13D
CUSIP Number(s):
896438504
1
Name of reporting person
Perceptive Credit Holdings II, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
503,973,523.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
503,973,523.00
11
Aggregate amount beneficially owned by each reporting person
503,973,523.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
9.9 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The number of Ordinary Shares reported herein consists of (i) 10,000,000 Ordinary Shares issuable upon the exercise of warrants held by Perceptive Credit Holdings II, LP ("Credit Fund II"), (ii) 197,589,409 Ordinary Shares represented by 9,879,470 American Depositary Shares ("ADSs") issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4 of the Schedule 13D) granted by the Issuer to Credit Fund II and (iii) 296,384,114 Ordinary Shares represented by 14,819,206 ADSs issuable upon conversion of the Contingent Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II. The number of ADSs issuable upon conversion of each of the Milestone Payment Obligation and the Contingent Payment Obligation reflect a conversion price equal to the Floor Price (as defined in Item 6) of $0.5061. The terms of each of the warrants and the Conversion Rights Agreement (as defined in Item 4) restrict the exercise of the warrants and the conversion of the Milestone Payment Obligation and Contingent Payment Obligation, 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 the Beneficial Ownership Cap (as defined in Item 6). Accordingly, notwithstanding the number of Ordinary Shares reported, the Reporting Person disclaims beneficial ownership of any Ordinary Shares, including those underlying ADSs, issuable upon exercise of the warrants, conversion of the Milestone Payment Obligation and conversion of the Contingent Payment Obligation 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.
SCHEDULE 13D
CUSIP Number(s):
896438504
1
Name of reporting person
Perceptive Credit Holdings III, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
2,920,046,434.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
2,920,046,434.00
11
Aggregate amount beneficially owned by each reporting person
2,920,046,434.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
9.9 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The number of Ordinary Shares reported herein consist of (i) 55,000,000 Ordinary Shares issuable upon the exercise of warrants held by Perceptive Credit Holdings III, LP ("Credit Fund III") and (ii) 2,865,046,434 Ordinary Shares represented by 143,252,322 American Depositary Shares ("ADSs") issuable upon conversion of the Convertible Note (as defined in Item 4 of the Schedule 13D) held by Credit Fund III. The number of ADSs issuable upon conversion of the Convertible Note reflects a conversion price equal to the Floor Price (as defined in Item 6) of $0.5061. 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 the holder and its Attribution Parties (as defined in the Convertible Note) would exceed the Beneficial Ownership Cap (as defined in Item 6). Accordingly, notwithstanding the number of Ordinary Shares reported, the Reporting Person 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.
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value per share
(b)
Name of Issuer:
Trinity Biotech plc
(c)
Address of Issuer's Principal Executive Offices:
IDA Business Park, Bray, Co. Wicklow,
IRELAND
, A98 H5C8.
Item 1 Comment:
This Amendment No. 8 (this "Amendment No. 8") to Schedule 13D amends the Schedule 13D filed by Perceptive Advisors LLC ("Perceptive Advisors" or "Perceptive"), Perceptive Credit Advisors LLC ("Perceptive Credit Advisors"), Joseph Edelman ("Mr. Edelman"), Perceptive Credit Holdings II, L.P. ("Credit Fund II") and Perceptive Credit Holdings III, L.P. ("Credit Fund III", and together with Perceptive Advisors, Perceptive Credit Advisors, Mr. Edelman and Credit Fund II, each of the foregoing, a "Reporting Person," and collectively, the "Reporting Persons"), as amended by Amendment Nos. 1, 2, 3, 4, 5, 6 and 7 thereto, with respect to the securities of Trinity Biotech plc (such Schedule 13D, as amended, the "Schedule 13D").
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On April 30, 2026, Credit Fund III, the Issuer and the other Issuer Credit Agreement Parties entered into that certain Limited Waiver and Third Amendment to the Sixth Amended and Restated Credit Agreement (the "Third Amendment"), which, among other things, provided for (i) a limited waiver by Credit Fund III of the Borrower's non-compliance with certain financial covenants contained in the Credit Agreement and (ii) an additional $2.5 million term loan borrowing.
In connection with the Third Amendment, the Convertible Note was amended and restated (the "Amended and Restated Note") to increase the aggregate amount of indebtedness thereunder that is convertible into ADSs of the Issuer from US$60,000,000 to US$72,500,000 (as so amended, the "Conversion Cap"), and to reduce the minimum price at which indebtedness under the Convertible Note is convertible into ADSs from $1.03 per ADS to $0.5061 per ADS (as so amended, the "Floor Price").
On April 30, 2026, Credit Fund II, the Issuer and TRIB B entered into Amendment No. 1 to Conversion Rights Agreement (the "CRA Amendment"), pursuant to which the Conversion Rights Agreement was amended to reflect the above-described increase of the Conversion Cap and reduction of the Floor Price.
The foregoing descriptions of the Third Amendment, the Amended and Restated Note and the CRA Amendment are not complete and, in each case, are qualified in their entirety by reference to the full text thereof. Copies of the Third Amendment, the Amended and Restated Note and the CRA Amendment are incorporated by reference as Exhibits 11, 12 and 13, hereof, respectively.
Item 5.
Interest in Securities of the Issuer
(a)
Items 5(a)-(b) of the Schedule 13D is amended and supplemented as follows:
The information set forth in the cover pages to this Amendment No. 8 to the Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 374,206,640 Ordinary Shares outstanding, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2026, and assumes the exercise of all Warrants and the conversion of the Convertible Note, the Milestone Payment Obligation and the Contingent Payment Obligation to the extent permitted by the Beneficial Ownership Cap.
(b)
The Information set forth in Item 5(a) is incorporated herein by reference.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Schedule 13D is amended and supplemented as follows:
The information included in Item 4 above is incorporated by reference into this Item 6.
Item 7.
Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit 11 Limited Waiver and Third Amendment to Credit Agreement, dated as of April 30, 2026, by and among Trinity Biotech PLC, Trinity Biotech, Inc., Fitzgerald Industries International, Inc., Clark Laboratories, Inc. (D/B/A Trinity Biotech (USA)), Biopool U.S., Inc. (D/B/A Trinity Biotech Distribution), Primus Corporation, Mardx Diagnostics, Inc. and Immco Diagnostics, Inc. as borrowers, Trinity Biotech PLC and Certain of its Subsidiaries as Guarantors and Perceptive Credit Holdings III, LP, as Administrative Agent (incorporated by reference Exhibit 4.18.4 to the Company's report on Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2026).
Exhibit 12 Amended and Restated Senior Convertible Note, dated as of April 30, 2026, by and among Trinity Biotech PLC, Trinity Biotech, Inc., Fitzgerald Industries International, Inc., Clark Laboratories, Inc. (D/B/A Trinity Biotech (USA)), Biopool U.S., Inc. (D/B/A Trinity Biotech Distribution), Primus Corporation, Mardx Diagnostics, Inc. and Immco Diagnostics, Inc. and Perceptive Credit Holdings III, LP (incorporated by reference Exhibit 4.19 to the Company's report on Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2026).
Exhibit 13 Amendment No. 1 to Conversion Rights Agreement, dated as of April 30, 2026, by and among Trinity Biotech PLC, TRIB Biosensors Inc. and Perceptive Credit Holdings II, LP (incorporated by reference Exhibit 4.20.2 to the Company's report on Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2026).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake does Perceptive report in Trinity Biotech (TRIB)?
Perceptive-related entities report beneficial ownership of 3,424,019,957 Trinity Biotech ordinary shares, representing 9.9% of the class. This stake is largely through warrants and convertible instruments rather than common stock already issued, and is constrained by a contractual Beneficial Ownership Cap.
What credit agreement changes involving TRIB and Perceptive occurred on April 30, 2026?
On April 30, 2026, Trinity Biotech and Perceptive Credit Holdings III, L.P. signed a Limited Waiver and Third Amendment to their credit agreement. It waived certain financial covenant non-compliance and provided an additional $2.5 million term loan to the Trinity Biotech borrowing group.
How was Trinity Biotech’s senior Convertible Note amended in this Schedule 13D/A?
The senior Convertible Note was amended and restated to raise the Conversion Cap from $60,000,000 to $72,500,000 and to lower the Floor Price for conversion from $1.03 to $0.5061 per ADS, increasing the amount of debt that can convert into equity.
What are the Milestone and Contingent Payment Obligations mentioned for TRIB?
Perceptive Credit Holdings II, L.P. holds a Milestone Payment Obligation and a Contingent Payment Obligation from Trinity Biotech. Together, they are convertible into hundreds of millions of ordinary shares via ADSs at the amended $0.5061 Floor Price, subject to a Beneficial Ownership Cap.
How many Trinity Biotech shares are outstanding according to this amendment?
The amendment states that the 9.9% ownership percentage is calculated using 374,206,640 ordinary shares outstanding, as reported in Trinity Biotech’s Annual Report on Form 20-F filed with the SEC on April 30, 2026.
What is the Beneficial Ownership Cap affecting Perceptive’s TRIB holdings?
The Beneficial Ownership Cap limits how many Trinity Biotech ordinary shares Perceptive-related entities and their attribution parties can beneficially own at any time. It prevents exercises or conversions that would push their aggregate beneficial ownership above an agreed percentage threshold.
