Perceptive Advisors and related funds filed Amendment No. 7 to update their ownership in Trinity Biotech plc. The reporting persons disclose beneficial ownership of 1,463,058,248 Class A Ordinary Shares, representing 9.9% of the class based on 374,206,640 Ordinary Shares outstanding and assuming exercise and conversion of their instruments to the extent permitted by a Beneficial Ownership Cap.
The position is held through Perceptive Credit Holdings II, L.P. and Perceptive Credit Holdings III, L.P. via a mix of warrants, a Convertible Note, and milestone and contingent payment obligations, including 65,000,000 Ordinary Shares issuable upon warrant exercise and 1,165,048,540 Ordinary Shares represented by 58,252,427 ADSs issuable upon conversion of the Convertible Note at a floor price of $1.03. Similar conversion mechanics apply to the milestone and contingent obligations. All of these instruments are contractually restricted so that exercises or conversions cannot raise the reporting group’s beneficial ownership above the 9.9% Beneficial Ownership Cap, and the reporting persons expressly disclaim beneficial ownership above that level.
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Insights
Perceptive reports a capped 9.9% economic stake built from large convertible instruments.
The filing shows several Perceptive credit funds and Joseph Edelman together reporting beneficial ownership of 1,463,058,248 Trinity Biotech Ordinary Shares, stated as 9.9% of the class based on 374,206,640 Ordinary Shares outstanding. This stake is largely derivative, coming from warrants, a Convertible Note, and milestone and contingent payment obligations rather than common stock already issued.
Key components include 65,000,000 Ordinary Shares from warrants and 1,165,048,540 Ordinary Shares represented by 58,252,427 ADSs issuable upon conversion of the Convertible Note at a floor conversion price of $1.03. Additional 97,087,378 and 135,922,330 Ordinary Shares are tied to milestone and contingent payment obligations, also convertible via ADSs at the same floor price. These amounts illustrate substantial potential issuances if the instruments are exercised or converted under their terms.
However, all of these instruments are subject to a Beneficial Ownership Cap of 9.9%, limiting how many Ordinary Shares, including those underlying ADSs, can be beneficially owned at any time. The reporting persons explicitly state they disclaim beneficial ownership of shares that would exceed this cap, so any actual impact on the share count and voting power depends on how conversions and exercises are managed within this contractual limit and on future company disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
01/22/2026
(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).
SCHEDULE 13D
CUSIP No.
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
1,463,058,248.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
1,463,058,248.00
11
Aggregate amount beneficially owned by each reporting person
1,463,058,248.00
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) 1,165,048,540 Ordinary Shares represented by 58,252,427 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) 97,087,378 Ordinary Shares represented by 4,854,368 ADSs issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II; and (iv) 135,922,330 Ordinary Shares represented by 6,796,116 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 $1.03. 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 No.
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
1,463,058,248.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
1,463,058,248.00
11
Aggregate amount beneficially owned by each reporting person
1,463,058,248.00
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) 1,165,048,540 Ordinary Shares represented by 58,252,427 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) 97,087,378 Ordinary Shares represented by 4,854,368 ADSs issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II; and (iv) 135,922,330 Ordinary Shares represented by 6,796,116 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 $1.03. 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 No.
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
1,463,058,248.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
1,463,058,248.00
11
Aggregate amount beneficially owned by each reporting person
1,463,058,248.00
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) 1,165,048,540 Ordinary Shares represented by 58,252,427 American Depositary Shares ("ADSs") issuable upon conversion of the Convertible Note (as defined in Item 4) held by Credit Fund III; (iii) 97,087,378 Ordinary Shares represented by 4,854,368 ADSs issuable upon conversion of the Milestone Payment Obligation (as defined in Item 4) granted by the Issuer to Credit Fund II; and (iv) 135,922,330 Ordinary Shares represented by 6,796,116 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 $1.03. 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 No.
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
243,009,708.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
243,009,708.00
11
Aggregate amount beneficially owned by each reporting person
243,009,708.00
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) 97,087,378 Ordinary Shares represented by 4,854,368 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) 135,922,330 Ordinary Shares represented by 6,796,116 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 $1.03. 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 No.
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
1,220,048,540.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
1,220,048,540.00
11
Aggregate amount beneficially owned by each reporting person
1,220,048,540.00
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) 1,165,048,540 Ordinary Shares represented by 58,252,427 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 $1.03. 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. 7 (this "Amendment No. 7") 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 No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6 thereto, with respect to the securities of Trinity Biotech plc (such Schedule 13D, as amended, the "Schedule 13D").
Item 5.
Interest in Securities of the Issuer
(a)
Items 5(a)-(c) of the Schedule 13D are amended and supplemented as follows:
The information set forth in the cover pages to this Amendment No. 7 to the Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on 374,206,640 Ordinary Shares outstanding, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on January 23, 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.
(c)
Except as set forth on Schedule A, no Reporting Person has effected any transaction in shares of Ordinary Shares since the filing of Amendment No. 6 to the Schedule 13D, filed with the Securities and Exchange Commission on December 23, 2025.
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)?
The reporting group, including Perceptive Advisors, Perceptive Credit Advisors, Perceptive Credit Holdings II and III, and Joseph Edelman, reports beneficial ownership of 1,463,058,248 Class A Ordinary Shares of Trinity Biotech plc, representing 9.9% of the class based on 374,206,640 Ordinary Shares outstanding.
How is Perceptive’s Trinity Biotech position structured in this Schedule 13D/A?
The position consists of securities held by Perceptive Credit Holdings II, L.P. and Perceptive Credit Holdings III, L.P., including 65,000,000 Ordinary Shares from warrants, 1,165,048,540 Ordinary Shares represented by 58,252,427 ADSs from a Convertible Note, and additional Ordinary Shares tied to milestone and contingent payment obligations.
What are the key convertible instruments Perceptive holds in Trinity Biotech (TRIB)?
Perceptive’s reported holdings include warrants, a Convertible Note, a Milestone Payment Obligation, and a Contingent Payment Obligation. The Convertible Note alone is stated as issuable into 1,165,048,540 Ordinary Shares represented by 58,252,427 ADSs, and the milestone and contingent obligations represent 97,087,378 and 135,922,330 Ordinary Shares, respectively.
What conversion price applies to Perceptive’s Trinity Biotech ADS-linked instruments?
The number of ADSs issuable upon conversion of the Convertible Note, Milestone Payment Obligation, and Contingent Payment Obligation reflects a conversion price equal to a stated Floor Price of $1.03 per ADS, which determines how many ADSs and underlying Ordinary Shares can be issued under those instruments.
What is the 9.9% Beneficial Ownership Cap mentioned in the Trinity Biotech filing?
The warrants, Convertible Note, and conversion rights for the milestone and contingent obligations are each contractually limited by a Beneficial Ownership Cap. They cannot be exercised or converted if doing so would cause the holder and its attribution parties to beneficially own more than 9.9% of Trinity Biotech’s Ordinary Shares, and the reporting persons disclaim beneficial ownership above that level.
Who are the reporting persons in this Trinity Biotech Schedule 13D/A Amendment No. 7?
The reporting persons are Perceptive Advisors LLC, Perceptive Credit Advisors LLC, Perceptive Credit Holdings II, L.P., Perceptive Credit Holdings III, L.P., and Joseph Edelman. Each reports shared voting and dispositive power over the same aggregate number of Ordinary Shares, subject to the Beneficial Ownership Cap.
What share count did Trinity Biotech report as outstanding for the ownership calculation?
The filing states that the 9.9% ownership percentage is based on 374,206,640 Ordinary Shares outstanding, as reported in Trinity Biotech’s prospectus filed under Rule 424(b)(3) with the SEC on January 23, 2026.
