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6-K 1 zk2532869.htm 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

TRINITY BIOTECH PLC

(Name of Registrant)

IDA Business Park

Bray, Co. Wicklow, Ireland

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

This Form 6-K is being incorporated by reference into our Registration Statements on Form F-3 (File Nos. 333-267160, 333-279017, 333-280391, 333-283273) and Form S-8 (File Nos. 333-182279, 333-195232 and 333-253070).

EXPLANATORY NOTE

On March 14 2025, the Company issued a press release announcing it had received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), requiring that listed securities maintain a minimum bid price of US $1.00 per share, based on the closing bid price of the Company’s American depositary shares (“ADSs”) for the last 30 consecutive business days. The Company also received notice that the Company no longer meets the requirement in Nasdaq Listing Rule 5450(b) that listed securities maintain a minimum market value of publicly held shares (“MVPHS”) of US $15,000,000, based on Nasdaq’s review of the Company’s MVPHS for the last 30 consecutive business days. The Company has a period of 180 calendar days, or until September 10, 2025 to regain compliance with Nasdaq Listing Rules 5450(a)(1) and 5450(b), A copy of the press release is filed herewith as Exhibit 99.1.

EXHIBIT INDEX

Exhibit		Description

99.1		Trinity Biotech Receives Non-Compliance Notice Regarding Nasdaq Global Select Requirement for Minimum Market Value of Publicly Held Shares and Nasdaq Minimum Bid Price Requirement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRINITY BIOTECH PLC
		Trinity Biotech plc
		(Registrant)

	By:	/s/ Louise Tallon
		Louise Tallon
		Chief Financial Officer

Date: March 14, 2025

EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1

Contact: Trinity Biotech plc Louise Tallon (353)-1-2769800	LifeSci Partners, LLC Eric Ribner (1)-646-751-4363 investorrelations@trinitybiotech.com

	RedChip Companies Inc. Dave Gentry, CEO (1)-407-644-4256 TRIB@redchip.com

Trinity Biotech Receives Non-Compliance Notice Regarding Nasdaq

Global Select Requirement for Minimum Market Value of Publicly

Held Shares and Nasdaq Minimum Bid Price Requirement

DUBLIN, Ireland (March 14, 2025) - Trinity Biotech plc (Nasdaq: TRIB), a commercial-stage biotechnology company focused on human diagnostics and diabetes management solutions, including wearable biosensors, received notice today from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), requiring that listed securities maintain a minimum bid price of US $1.00 per share, based on the closing bid price of the Company’s American depositary shares (“ADSs”) for the last 30 consecutive business days. The Company also received notice today that the Company no longer meets the requirement in Nasdaq Listing Rule 5450(b) that listed securities maintain a minimum market value of publicly held shares (“MVPHS”) of US $15,000,000, based on Nasdaq’s review of the Company’s MVPHS for the last 30 consecutive business days.

These notices have no immediate effect on the listing of the Company’s ADSs, which will continue to trade at this time on the Nasdaq Global Select Market under the symbol “TRIB.”

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Trinity has a period of 180 calendar days, or until September 10, 2025 to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s ADSs must meet or exceed US $1.00 for at least ten consecutive business days during this 180-calendar day period. In the event Trinity does not regain compliance, the Company may be eligible for an additional 180 calendar day grace period if it meets the continued listing requirement for MVPHS (US $15,000,000) and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until September 10, 2025, to regain compliance with the MVPHS requirement. To regain compliance, the Company’s MVPHS must exceed US $15,000,000 for a minimum of 10 consecutive business days. In the event that the deficiency continues for 180 days, the Company may seek to apply for a transfer to The Nasdaq Capital Market exchange if it meets the requirements for continued listing thereon. If the Company does not regain compliance with the minimum MVPHS requirement by September 10, 2025 or transfer to The Nasdaq Capital Market, Nasdaq will provide written notification to the Company that its ADSs are subject to delisting. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.

Trinity’s management intends to actively monitor the bid price and MVPHS for its ADSs and intends to cure the deficiency within the prescribed grace period. During this time, the Company expects that the ADSs of the Company will continue to be listed and trade on the Nasdaq Global Market. The Company’s management is evaluating various options available to regain compliance and maintain its continued listing.

The Company’s business operations are not affected by these notices.

Forward-Looking Statements

This release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), including but not limited to statements related to Trinity Biotech’s cash position, financial resources and potential for future growth, market acceptance and penetration of new or planned product offerings, and future recurring revenues and results of operations. Trinity Biotech claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” “anticipates,” or words of similar import, and do not reflect historical facts. Specific forward-looking statements contained in this release may be affected by risks and uncertainties, including, but not limited to, our ability to capitalize on the Waveform transaction and of our recent acquisitions, our continued listing on the Nasdaq Stock Market, our ability to achieve profitable operations in the future, the impact of the spread of COVID-19 and its variants, the possible impact of changes in U.S. Government funding for HIV tests produced by Trinity Biotech, potential excess inventory levels and inventory imbalances at the Company’s distributors, losses or system failures with respect to Trinity Biotech’s facilities or manufacturing operations, the effect of exchange rate fluctuations on international operations, fluctuations in quarterly operating results, dependence on suppliers, the market acceptance of Trinity Biotech’s products and services, the continuing development of its products, required government approvals, risks associated with manufacturing and distributing its products on a commercial scale free of defects, risks related to the introduction of new instruments manufactured by third parties, risks associated with competing in the human diagnostic market, risks related to the protection of Trinity Biotech’s intellectual property or claims of infringement of intellectual property asserted by third parties and risks related to condition of the United States economy and other risks detailed under “Risk Factors” in Trinity Biotech’s annual report on Form 20-F for the fiscal year ended December 31, 2023 and Trinity Biotech’s other periodic reports filed from time to time with the United States Securities and Exchange Commission. Forward-looking statements speak only as of the date the statements were made. Trinity Biotech does not undertake and specifically disclaims any obligation to update any forward-looking statements.

About Trinity Biotech

Trinity Biotech is a commercial stage biotechnology company focused on diabetes management solutions and human diagnostics, including wearable biosensors. The Company develops, acquires, manufactures and markets diagnostic systems, including both reagents and instrumentation, for the point-of-care and clinical laboratory segments of the diagnostic market and has recently entered the wearable biosensor industry, with the acquisition of the biosensor assets of Waveform Technologies Inc. and intends to develop a range of biosensor devices and related services, starting with a continuous glucose monitoring product. Our products are used to detect infectious diseases and to quantify the level of Haemoglobin A1c and other chemistry parameters in serum, plasma and whole blood. Trinity Biotech sells direct in the United States and through a network of international distributors and strategic partners in over 75 countries worldwide. For further information, please see the Company’s website: www.trinitybiotech.com.