20-F/A

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

☐          REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

☐          SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 0-22320

Trinity Biotech plc

(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)

Ireland

(Jurisdiction of incorporation or organization)

IDA Business Park, Bray, County Wicklow, A98 H5C8, Ireland

(Address of principal executive offices)

Des Fitzgerald

Interim Chief Financial Officer

Tel: +353 1276 9800

Fax: +353 1276 9888

IDA Business Park, Bray, County Wicklow, A98 H5C8, Ireland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
American Depositary Shares (each representing 20 ‘A’ Ordinary Shares, par value US$0.0109)	TRIB	NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

153,310,284 Class ‘A’ Ordinary Shares (excluding Treasury Shares)

(as of December 31, 2023)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes ☐   No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  

Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  

Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐                            Accelerated filer  ☐                            Non-accelerated filer  ☒                            Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board  ☒ Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. 

Item 17 ☐   Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒

This Annual Report on Form 20-F is incorporated by reference into our Registration Statements on Form S-8 File Nos. 333-182279, 333-195232 and 333-253070 and our Registration Statements on Form F-3 File Nos. 333-264992, 333-267160, 333-279017 and 333-280391.

The registrant’s auditor is Grant Thornton, Dublin, Ireland (PCAOB ID 1402)

EXPLANATORY NOTE

Trinity Biotech plc (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 20-F, filed on April 30, 2024 (the “Original Form 20-F”), solely to correct a typographical error in the description of the exhibit to be incorporated by reference as Exhibit 4.19.

Except as described above, no changes have been made to the Original Form 20-F. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original Form 20-F. Accordingly, this Amendment should be read in conjunction with the Original Form 20-F and the Company’s filings with the SEC subsequent to the filing of the Original Form 20-F.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), this Amendment also includes as exhibits the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 15 of Form 20-F, paragraphs 3, 4, and 5 have been omitted from such certifications. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) because no financial statements are filed with this Amendment.

 

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on its behalf.

TRINITY BIOTECH PLC
By	/s/ John Gillard
	John Gillard
	Director/
	Chief Executive Officer
	Date: July 12, 2024
By:	/s/ Des Fitzgerald
	Des Fitzgerald
	Interim Chief Financial Officer
	Date: July 12, 2024

 

Item 19 Exhibits

Exhibit No.	Description of Exhibit
4.19*	Second Amended and Restated Credit Agreement and Guaranty, dated as of January 30, 2024 (included as Exhibit 4.21 to our Report on Form 6-K filed on February 1, 2024 and incorporated herein by reference).
12.1	Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
12.2	Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

* Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request. 

EX-12.1

Exhibit 12.1

CERTIFICATION PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, John Gillard, certify that:

1. I have reviewed this annual report on Form 20-F of Trinity Biotech plc; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

DATE: July 12, 2024

/s/ John Gillard

John Gillard      

Chief Executive Officer

* The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.

EX-12.2

Exhibit 12.2

CERTIFICATION PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Des Fitzgerald, certify that:

1. I have reviewed this annual report on Form 20-F of Trinity Biotech plc; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

DATE July 12, 2024

/s/ Des Fitzgerald

Des Fitzgerald

Interim Chief Financial Officer

* The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2023 shares
Entity Addresses [Line Items]
Entity Registrant Name	Trinity Biotech plc
Entity Central Index Key	0000888721
Document Type	20-F/A
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity Emerging Growth Company	false
Entity File Number	0-22320
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Common Stock, Shares Outstanding	153,310,284
Entity Incorporation, State or Country Code	L2
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Address, Address Line One	IDA Business Park
Entity Address, City or Town	Bray, County Wicklow
Entity Address, Country	IE
Entity Address, Postal Zip Code	A98 H5C8
Title of 12(b) Security	American Depositary Shares (each representing 20‘A’ Ordinary Shares, par value US$0.0109)
Trading Symbol	TRIB
Security Exchange Name	NASDAQ
ICFR Auditor Attestation Flag	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Auditor Name	Grant Thornton, Dublin
Auditor Location	Ireland
Auditor Firm ID	1402
Document Financial Statement Error Correction [Flag]	false
Amendment Description	EXPLANATORY NOTE   Trinity Biotech plc (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 20-F, filed on April 30, 2024 (the “Original Form 20-F”), solely to correct a typographical error in the description of the exhibit to be incorporated by reference as Exhibit 4.19.   Except as described above, no changes have been made to the Original Form 20-F. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original Form 20-F. Accordingly, this Amendment should be read in conjunction with the Original Form 20-F and the Company’s filings with the SEC subsequent to the filing of the Original Form 20-F.   Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), this Amendment also includes as exhibits the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 15 of Form 20-F, paragraphs 3, 4, and 5 have been omitted from such certifications. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) because no financial statements are filed with this Amendment.
Business Contact [Member]
Entity Addresses [Line Items]
Contact Personnel Name	Des Fitzgerald
City Area Code	353
Local Phone Number	1276 9800
Contact Personnel Fax Number	1276 9888
Entity Address, Address Line One	IDA Business Park
Entity Address, City or Town	Bray, County Wicklow
Entity Address, Country	IE
Entity Address, Postal Zip Code	A98 H5C8