trinity biotech plc adr美国存托股票招股说明书(2026-01-23版)

PROSPECTUS TRINITY BIOTECH PLC Secondary offering of up to55,890,900 American Depositary Shares On December 22, 2025, Trinity Biotech plc (the “Company”) and certain of its subsidiaries issued to Perceptive Credit Holdings III,L.P. (“PCH III”) a convertible promissory note (the “Convertible Note”) evidencing the outstanding obligations at the time under theCompany’s Sixth Amended and Restated Credit Agreement, as amended, including by the second amendment, dated as of December22, 2025. The Convertible Note provides that the holder may, at any time and from time to time, convert up to $60,000,000 aggregateprincipal amount of the Convertible Note (the “Conversion Note Obligations”) into American Depositary Shares (“ADSs”), each ADSrepresenting 20 A Ordinary Shares, par value $0.0001 per share, of the Company (“Ordinary Shares”) at a conversion price of 97% ofthe volume weighted average price (“VWAP”) of the ADSs at the time of each such conversion, subject to a floor price of $1.03 (the“Conversion Price”) and a beneficial ownership cap, which prohibits conversions to the extent that after giving effect to anyconversion, the holder, its affiliates and any other party with which the holder’s beneficial ownership would be aggregated forpurposes of Section 13(d) under the Securities Exchange Act of 1934, as amended, would beneficially own more than 9.9% of theoutstanding ADSs. In addition, on December 22, 2025, the Company, TRIB Biosensors Inc. (“TRIB B”) and Perceptive Credit This prospectus, as it may be amended or supplemented from time to time, relate to the offer and resale by the Selling Shareholdersfrom time to time of up to 1,117,818,000 Ordinary Shares represented by up to 55,890,900 ADSs issuable pursuant to the Conversion ADSs representing our Ordinary Shares are listed on The NASDAQ Global Select Market (“Nasdaq”) under the symbol “TRIB.”OnJanuary 22, 2026, the closing price of an ADS on The NASDAQ Global Select Market was $0.7913.The Selling Shareholders maysell the ADSs offered by them as described in this Prospectus from time to time. We will not receive any proceeds from the sale ofADSs by the Selling Shareholders. However, the conversion of Conversion Obligations to ADSs directly reduces the amount ofConversion Obligations owed under the Conversion Documents, including, in the case of the Convertible Note, the principal amount INVESTING IN THE ADSs INVOLVES A HIGH DEGREE OF RISK.BEFORE BUYING ANY SECURITIES, YOUSHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 5OFTHIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE NEITHERTHE SECURITIES AND EXCHANGE COMMISSION(THE“COMMISSION”)NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IFTHISPROSPECTUS ARE TRUTHFUL OR COMPLETE.ANY REPRESENTATION TO THE CONTRARY IS A The date of this prospectus isJanuary 23, 2026. Unless expressly stated otherwise, in this prospectus, references to “we”, “us” or “Trinity Biotech” shall mean Trinity Biotech plc andits world-wide subsidiaries, collectively.References to the “Company” shall mean Trinity Biotech plc. All references to “dollars” or You should read this document together with the additional information described under the headings “Where You Can FindMore Information” and “Incorporation of Certain Information by Reference” in this prospectus.We have not authorized anydealer, salesperson or other person to give any information or to make any representation and you should not rely upon anyinformation or representation not contained or incorporated by reference in this prospectus.This prospectus does notconstitute an offer to sell or the solicitation of an offer to buy ADSs, nor does this prospectus constitute an offer to sell or thesolicitation of an offer to buy ADSs in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference into the accompanying prospectus were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not bedeemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate This prospectus is not intended to be and is not a prospectus for purposes of: (i) Regulation (EU) 2017/1129 of the EuropeanParliament and of the Council; or (ii) the European Union (Prospectus) Regulations of Ireland 2019; or (iii) Regulation (EU)2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 of the UnitedKingdom, as amended by the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 of the United Kingdom. No offer of shares tothe public is made, or will be made, that