Perceptive Advisors LLC
05/01/2024 | Press release | Distributed by Public on 05/01/2024 14:57
Amendment to Beneficial Ownership Report - Form SC 13D/A
SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 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)
April 30, 2024
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| ** |
The Class 'A' Ordinary Shares are represented by American Depository Shares ("ADS)", with each ADS representing twenty Class 'A' Ordinary Shares. |
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, as amended ("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).
CUSIP No. 896438504
| 1. |
Names of Reporting Persons. 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 |
||
| 8. |
Shared Voting Power 56,000,000 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 56,000,000 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 56,000,000 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 26.8% |
|
| 14. |
Type of Reporting Person (See Instructions) OO |
CUSIP No. 896438504
| 1. |
Names of Reporting Persons. 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 |
||
| 8. |
Shared Voting Power 56,000,000 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 56,000,000 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 56,000,000 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 26.8% |
|
| 14. |
Type of Reporting Person (See Instructions) OO |
CUSIP No. 896438504
| 1. |
Names of Reporting Persons. 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 of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 56,000,000 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 56,000,000 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 56,000,000 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 26.8% |
|
| 14. |
Type of Reporting Person (See Instructions) IN |
CUSIP No. 896438504
| 1. |
Names of Reporting Persons. 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 |
||
| 8. |
Shared Voting Power 36,000,000 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 36,000,000 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 36,000,000 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 19.0% |
|
| 14. |
Type of Reporting Person (See Instructions) PN |
CUSIP No. 896438504
| 1. |
Names of Reporting Persons. 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 |
||
| 8. |
Shared Voting Power 20,000,000 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 20,000,000 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 20,000,000 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 9.6% |
|
| 14. |
Type of Reporting Person (See Instructions) PN |
| Item 2. |
Identity and Background |
Item 2 of the Schedule 13D is amended and supplemented as follows:
| (a) |
This Amendment No. 1 to the Schedule 13D is being 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"). Perceptive Credit Advisors serves as the investment advisor to each of Credit Fund II and Credit Fund III and as relying advisor under Perceptive Advisors. Perceptive Credit Opportunities GP, LLC is the general partner of each of Credit Fund II and Credit Fund III. Mr. Edelman is the managing member of Perceptive Credit Advisors. The agreement among the Reporting Persons to jointly file this Amendment No. 1 to the Schedule 13D in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 5. |
| (b) |
The address of the principal business office of each of the Reporting Persons is 51 Astor Place 10th Floor, New York, NY 10003. |
| (c) |
The principal business of Perceptive Advisors is managing funds in connection with purchasing, holding and selling securities for investment purposes. The principal business of Perceptive Credit Advisors is managing funds engaged in lending. The principal business of each of Credit Fund II and Credit Fund III are to engage in lending. The principal occupation of Mr. Edelman is as the managing member of Perceptive Advisors and other related entities. |
| (d) |
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) |
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) |
Perceptive Advisors and Perceptive Credit Advisors are Delaware limited liability companies. Mr. Edelman is a United States citizen. Credit Fund II and Credit Fund III are Delaware limited partnerships. |
| Item 4. |
Purpose of Transaction |
Item 4 of the Schedule 13D is amended and supplemented as follows:
The information contained in Item 6 to this Amendment No. 1 to the Schedule 13D is incorporated by reference to this Item 4.
| Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and supplemented as follows:
| (a) |
The information set forth in rows 11 and 13 of the cover pages to this Amendment No. 1 to the Schedule 13D is incorporated by reference and give effect to the Issuer's five-for-one reverse ADS split effected on February 23, 2024 (the "Reverse ADS Split"). The percentage set forth in row 13 is based on 189,310,282 Ordinary Shares outstanding as of April 30, 2024, as reported in the Issuer's Registration Statement on Form F-3 filed with the SEC on April 30, 2024, and, with respect to Credit Fund III, assumes the exercise of the 1,000,000 Warrants held by Credit Fund III into 1,000,000 ADSs representing 20,000,000 Ordinary Shares. |
| (b) |
The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 1 to the Schedule 13D is incorporated by reference and give effect to the Reverse ADS Split. |
| (c) |
Except for those transactions previously reported on the Schedule 13D, the Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer in the past 60-days. |
| (d) |
No person other than the Reporting Persons disclosed in this Amendment No. 1 to the 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. |
| (e) |
Not applicable. |
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is amended and supplemented as follows:
On April 30, 2024, the Issuer filed a Registration Statement on Form F-3 registering for resale an aggregate of 2,800,000 ADSs representing 56,000,000 Ordinary Shares held by the Reporting Persons, consisting of the 1,800,000 ADSs representing 36,000,000 Ordinary Shares held by Credit Fund II and the 1,000,000 ADSs representing 20,000,000 Ordinary Shares underlying the Warrants held by Credit Fund III.
| Item 7. |
Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit 5 Joint Filing Agreement.
SIGNATURES
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.
Dated: May 1, 2024
| PERCEPTIVE ADVISORS LLC | ||
| By: |
/s/ Joseph Edelman |
|
| Name: | Joseph Edelman | |
| Title: | Managing Member | |
| PERCEPTIVE CREDIT ADVISORS LLC | ||
| By: |
/s/ Joseph Edelman |
|
| Name: | Joseph Edelman | |
| Title: | Managing Member | |
|
/s/ Joseph Edelman |
||
| JOSEPH EDELMAN | ||
| PERCEPTIVE CREDIT HOLDINGS II, L.P. |
| By: | Perceptive Credit Opportunities GP, LLC, | |
| its general partner |
| By: |
/s/ Joseph Edelman |
||
| Name: | Joseph Edelman | ||
| Title: | Managing Member |
PERCEPTIVE CREDIT HOLDINGS III, L.P.
| By: | Perceptive Credit Opportunities GP, LLC, | |
| its general partner |
| By: |
/s/ Joseph Edelman |
||
| Name: | Joseph Edelman | ||
| Title: | Managing Member |