Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Trinity Biotech plc (Name of Issuer) |
Class A Ordinary Shares, $0.0109 par value per share (Title of Class of Securities) |
896438504 (CUSIP Number) |
Alexander Rakitin Perceptive Advisers LLC, 51 Astor Place, 10th Floor New York, NY, 10003 (646) 205-5340 Louis Rambo, Proskauer Rose 1001 Pennsylvania Avenue, NW, Suite 600 South Washington, DC, 20004 (202) 416-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/21/2025 (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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
85,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts reported herein assume the exercise of warrants held by the Reporting Persons for an aggregate of 50,000,000 Ordinary Shares. The warrants may not be exercised if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding Ordinary Shares after giving effect to such exercise.
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
85,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts reported herein assume the exercise of warrants held by the Reporting Persons for an aggregate of 50,000,000 Ordinary Shares. The warrants may not be exercised if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding Ordinary Shares after giving effect to such exercise.
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
85,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts reported herein assume the exercise of warrants held by the Reporting Persons for an aggregate of 50,000,000 Ordinary Shares. The warrants may not be exercised if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding Ordinary Shares after giving effect to such exercise.
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts reported herein assume the exercise of warrants held by Perceptive Credit Holdings II, L.P. for an aggregate of 10,000,000 Ordinary Shares. The warrants may not be exercised if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding Ordinary Shares after giving effect to such exercise.
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
40,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts reported herein assume the exercise of warrants held by Perceptive Credit Holdings III, L.P. for an aggregate of 40,000,000 Ordinary Shares. The warrants may not be exercised if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding Ordinary Shares after giving effect to such exercise.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0109 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 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 rows 11 and 13 of the cover pages to this Amendment No. 4 to the Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 383,881,600 Ordinary Shares outstanding as of March 15, 2025, as reported in the Issuer's registration statement on Form F-3 filed with the Securities and Exchange Commission on March 21, 2025, and, with respect to Credit Fund II, assumes the exercise of 500,000 Warrants held by Credit Fund II into 500,000 ADSs representing 10,000,000 Ordinary Shares, and with respect to Credit Fund III, assumes the exercise of 2,000,000 Warrants held by Credit Fund III into 2,000,000 ADSs representing 40,000,000 Ordinary Shares. The Warrants may not be exercised if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding Ordinary Shares after giving effect to such exercise. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 4 to the Schedule 13D is incorporated by reference. |
| 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.
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