Trinity Biotech plc
18.00%
69,450,720
888721
896438306
Dec 16, 2024
Dec 19, 2024, 09:55 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| MiCo IVD Holdings, LLC | Other | 18.00% | 69,450,720 | 0 | 69,450,720 |
| DAYLI TRINITY HOLDINGS, Ltd. | Other | 18.00% | 69,450,720 | 0 | 69,450,720 |
| DAYLI Fountainhead Project No.3 Private Equity Fund | Other | 18.00% | 69,450,720 | 0 | 69,450,720 |
| DAYLI Partners, Inc. | CO | 18.00% | 69,450,720 | 0 | 69,450,720 |
Disclosure Items (6)
Class 'A' Ordinary Shares
Trinity Biotech plc
IDA Business Park, Bray, County Wicklow, L2, A98 H5C8
Item 2(a) of the Schedule 13D is hereby amended and restated in full as follows: This Amendment No. 3 is being filed jointly by MiCo IVD, DAYLI TRINITY HOLDINGS, Ltd., a limited company incorporated in South Korea ("DAYLI Holdings"), DAYLI Fountainhead Project No.3 Private Equity Fund, a private equity fund incorporated in South Korea ("DAYLI Fountainhead") and DAYLI Partners, Inc., a corporation incorporated in South Korea ("DAYLI Partners" and, collectively, the "Reporting Persons"). Following completion of the 2024 MiCo IVD Purchase, DAYLI Holdings will own all of the equity interests in MiCo IVD. DAYLI Fountainhead owns all of the equity interests in DAYLI Holdings and DAYLI Partners is the general partner of DAYLI Fountainhead. Certain information regarding each director and executive officer of the Reporting Persons is set forth on Exhibit Annex A filed herewith.
Item 2(b) of the Schedule 13D is hereby amended and restated in full as follows: The address of each of the Reporting Persons, except for MiCo IVD is 15F, 201, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea. The address of MiCo IVD is 85 Orchard Road, Skillman, New Jersey 08558.
Item 2(c) of the Schedule 13D is hereby amended and restated in full as follows: The principal business of DAYLI Partners is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto. The principal business of each of DAYLI Holdings and DAYLI Fountainhead is to acquire all of the equity interests of MiCo IVD. The principal business of MiCo IVD is investing in securities of the Issuer.
Item 2(e) of the Schedule 13D is hereby amended and restated in full as follows: During the last five years, neither the Reporting Persons, nor any person identified in Item 2(a), 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 or 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.
Item 2(f) of the Schedule 13D is hereby amended and restated in full as follows: Each of the Reporting Persons, except for MiCo IVD, was formed in South Korea. MiCo IVD was formed in Delaware, United States.
Item 3 of Schedule 13D is hereby amended to add the following: In connection with the 2024 MiCo IVD Purchase (as defined below), DAYLI Holdings expects to pay to Mainstream Holdings a total of 15,000,000,000 South Korean won, financed in the amount of 10,000,000,000 South Korean won (the "Loan") pursuant to a Loan Agreement, dated December 17, 2024, by and between DAYLI Holdings as borrower, and IBK Capital Co., Ltd. and Acuon Capital Co., Ltd. as lenders (the "2024 Loan Agreement"), and the remainder from the working capital of DAYLI Fountainhead. The Loan Agreement is secured by, among other things, DAYLI Holdings' equity interests in MiCo IVD. The Loan accrues interest at a rate of 7.5% per year and matures 12 months after the drawdown date of the funds, subject to up to two extensions of up to three months each upon consent of the lenders. The Loan is subject to mandatory early repayment if the settlement amount or the put option settlement amount under the Swap Agreement (as defined below) is paid before maturity of the Loan. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, an unofficial English translation copy of which is incorporated by reference as an exhibit to this Schedule 13D.
Item 5(a) of the Schedule 13D is hereby amended and restated in full as follows: The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. As of the date hereof, the Reporting Persons may be deemed to beneficially own 69,450,720 Ordinary Shares consisting of: (i) 2,237,969 ADSs, which represent 44,759,380 Ordinary Shares and (ii) 1,234,567 ADSs representing 24,691,340 Ordinary Shares issuable upon conversion of the Convertible Note. This represents an aggregate beneficial ownership of 18.0% of the Ordinary Shares, calculated on an as-converted basis assuming full conversion of the Convertible Note into ADSs. The percentage of beneficial ownership is based upon 361,073,562 Ordinary Shares reported to be outstanding by the Issuer as of November 30, 2024 in the Issuer's final prospectus filed pursuant to Rule 424(b)(5) on December 5, 2024 and the 24,691,340 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note held by MiCo IVD. Each of DAYLI Holdings, DAYLI Fountainhead and DAYLI Partners may be deemed to be the beneficial owner of the Ordinary Shares beneficially owned by MiCo IVD through its ownership interests in MiCo IVD, ownership interests in DAYLI Holdings and role as general partner of DAYLI Fountainhead. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of DAYLI Holdings, DAYLI Fountainhead and DAYLI Partners expressly disclaims beneficial ownership of such shares.
Item 5(b) of the Schedule 13D is hereby amended and restated in full as follows: The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
Item 5(c) of the Schedule 13D is hereby amended and restated in full as follows: Except as set forth in this Schedule 13D, neither the Reporting Person nor, to the best knowledge of the Reporting Persons, any other person named in Item 2, has engaged in any transaction in Ordinary Shares during the past 60 days.
Item 7 of Schedule 13D is hereby amended to add the following: Exhibit Annex A Exhibit No. 13 English Translation of Share Purchase Agreement, dated December 17, 2024, by and among Mainstream Holdings and DAYLI Holdings. Exhibit No. 14 English Translation of Loan Agreement, dated December 17, 2024, by and between DAYLI Holdings as borrower, and IBK Capital Co., Ltd. and Acuon Capital Co., Ltd. as lenders. Exhibit No. 15 English Translation of Amendment Agreement, dated December 17, 2024, by and among MiCo Parent, Mainstream Holdings and DAYLI Holdings. Exhibit No. 16 Joint Filing Agreement dated December 19, 2024, by and among the Reporting Persons. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.