| Item 5. |
Interest in Securities of the Issuer |
| |
(a) |
The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by
reference. The percentage set forth in row 13 is based on an aggregate of 188,830,282 Ordinary Shares, consisting of (i) 152,830,282 Ordinary Shares outstanding as of April 15, 2023, (ii) the issuance of 9,000,000 American Depository Shares
(“ADSs”) representing 36,000,000 Ordinary Shares to the Credit Fund in connection with the Acquisition, and (iii) assumes the exercise of the 5,000,000 Warrants held by the Credit Fund into 5,000,000 ADSs representing 20,000,000
Ordinary Shares. |
| |
(b) |
The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by
reference. |
| |
(c) |
On January 30, 2024, in connection with the Acquisition, the Credit Fund acquired (i) 9,000,000 ADSs
representing 36,000,000 Ordinary Shares, and (ii) 2,500,000 Warrants exercisable for 2,500,00 ADSs at an exercise price of $0.44 per ADS, which, in the aggregate, would represent 10,000,000 Ordinary Shares. Prior to February 1, 2024, the Credit
Fund held 2,500,000 Warrants issued as consideration in connection with the Credit Agreement (as defined below), with each warrant exercisable into 2,500,000 ADSs, which would represent 10,000,000 Ordinary Shares. |
| |
(d) |
No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D. |
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
On December 15, 2021, the Issuer entered into a credit agreement and guarantee (the “Credit
Agreement”) by and between the Issuer, the borrower and guarantor parties thereto (collectively the “Issuer Credit Agreement Parties”), and the Credit Fund, as administrative agent and lender. Pursuant to the terms of the
Credit Agreement, the Issuer Credit Agreement Parties entered into a senior secured term loan credit facility with an initial principal of $81,250,000 (the “Term Loan”). In connection with the Credit Agreement, the Issuer agreed,
subject to drawdown of the Credit Agreement, to issue to the Credit Fund warrants exercisable for 2,500,000 of the Company’s ADSs, with an exercise price equal to the lower of (i) the 10-day volume
weighted average price for the Issuer’s ADSs for the 10 business days prior to December 15, 2021 and ii) the 10-day VWAP for the Company’s ADSs for the 10 business days prior to the drawdown
date of the funding under the Term Loan. The Warrants are exercisable, in whole or part, until the seventh anniversary of the date of drawdown of the funding under the Term Loan.
On January 30, 2024, the Issuer Credit Agreement Parties and the Credit Fund entered into a second amended and restated credit agreement
(the “Second Amended and Restated Credit Agreement”). Pursuant to the Second Amended and Restated Credit Agreement, an additional $22 million of funding was been made available to the Issuer under the Term Loan, with
$12.5 million to be used to acquire the Waveform assets (the “Acquisition”). Pursuant to the terms of the Asset and Share Purchase Agreement, dated January 30, 2024, by and among Trib Biosensors Inc., Waveform
Technologies, Inc., Waveform Holdings, LLC, and Waveform EY d.o.o. (the “Acquisition Agreement”), the Issuer issued to Perceptive Credit 9,000,000 ADSs and Warrants exercisable for 2,500,000 ADSs with an exercise price of $0.44 per
ADS as consideration for the increase to the principal of the Term Loan and as consideration for the Acquisition. Further, in connection with the Acquisition Agreement the Issuer agreed to adjust the exercise price of the warrants issued to the
Credit Fund in connection with the Credit Agreement so that such warrants would have an exercise price of $0.44 per ADS.
The above
description of the Credit Agreement, as amended, and the Acquisition Agreement, is qualified in its entirety by reference to the terms of the agreements, filed as Exhibits 2, 3, and 4 to this Schedule 13D.
| Item 7. |
Material to be Filed as Exhibits |
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Exhibit 1 |
Joint Filing Agreement. |
| |
Exhibit 2 |
Credit Agreement and Guaranty, dated as of December 15, 2021, by and among 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 to Exhibit 99.2 to the Issuers Form 6-K filed on
December 16, 2021). |