Skip to main content
See the whole filing, with its images and exhibits

Cover page

Show cover page

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 20-F

☐ 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:0-2022

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: +3531276 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 classTrading SymbolName of each exchange on which registered
American Depositary Shares (each representing 20 ‘A’ Ordinary Shares, par value US$0.0109)TRIBNASDAQ Global 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.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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.333-239701, 333-267160 and 333-264992.

TABLE OF CONTENTS

Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION1
MARKET, INDUSTRY AND OTHER DATA1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS1
PART I
Item 1Identity of Directors, Senior Management and Advisers2
Item 2Offer Statistics and Expected Timetable2
Item 3Key Information2
A.Reserved2
B.Capitalization and Indebtedness2
C.Reasons for the Offer and Use of Proceeds2
D.Risk Factors3
Item 4Information on the Company30
A.History and Development of the Company30
B.Business Overview30
C.Organizational Structure46
D.Property, Plants and Equipment46
Item 4 A.Unresolved Staff Comments48
Item 5Operating and Financial Review and Prospects48
A.Operating Results48
B.Liquidity and Capital Resources58
C.Research and Development, Patents and Licenses, etc.60
D.Trend Information61
E.Critical Accounting Estimates61
Item 6Directors, Senior Management and Employees65
A.Directors and Senior Management65
B.Compensation68
C.Board Practices69
D.Employees70
E.Share Ownership70
Item 7Major Shareholders and Related Party Transactions73
AMajor Shareholders73
B.Related Party Transactions74
C.Interests of Experts and Counsel75
Item 8Financial Information75
A.Consolidated Statements and Other Financial Information75
B.Significant Changes75
Item 9The Offer and Listing75
A.Offer and Listing Details75
B.Plan of Distribution75
C.Markets76
D.Selling Shareholders76
E.Dilution76
F.Expense of the Issue76
Item 10Additional Information76
A.Share Capital76
B.Memorandum and Articles of Association76
C.Material Contracts77
D.Exchange Controls79
E.Taxation79
F.Dividends and Paying Agents85
G.Statement by Experts85
H.Documents on Display85
I.Subsidiary Information85
Item 11Quantitative and Qualitative Disclosures about Market Risks86
Item 12Description of Securities Other than Equity Securities86
PART II
Item 13Defaults, Dividend Arrearages and Delinquencies88
Item 14Material Modification to the Rights of Security Holders and Use of Proceeds88
Item 15Controls and Procedures88
Item 16Reserved89
Item 16AAudit Committee Financial Expert89
Item 16BCode of Ethics89
Item 16CPrincipal Accountant Fees and Services90
Item 16DExemptions from the Listing Standards for Audit Committees90
Item 16EPurchases of Equity Securities by the Issuer and Affiliated Purchasers90
Item 16FChanges in Registrant’s Certifying Accountant90
Item 16GCorporate Governance90
Item 16HMine Safety Disclosure91
Item 16IDisclosures Regarding Foreign Jurisdictions That Prevent Inspections91
Item 16JInsider Trading Policies91
Item 16KCybersecurity92
PART III
Item 17Financial Statements93
Item 18Financial Statements93
Item 19Exhibits184

PRESENTATION OF FINANCIAL AND OTHER

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.