Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Trinity Biotech plc (Name of Issuer) |
Class 'A' Ordinary Shares (Title of Class of Securities) |
896438504 (CUSIP Number) |
Joon Ho Lee, President and CEO c/o MiCo IVD Holdings, LLC, 85 Orchard Road Skillman, NJ, 08558 512-650-6322 Jeongseok Jay Yu, Esq. Foley Hoag LLP, Seaport West, 155 Seaport Boulevard Boston, MA, 02210 (617) 832-1000 Daniel S. Clevenger, Esq. Foley Hoag LLP, Seaport West, 155 Seaport Boulevard Boston, MA, 02210 (617) 832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/08/2025 (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.
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 (“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).
SCHEDULE 13D
|
| CUSIP No. | 896438504 |
| 1 |
Name of reporting person
MiCo IVD Holdings, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,450,720.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Aggregate amount beneficially owned includes: (i) 44,759,380 Class 'A' ordinary shares ('Ordinary Shares') represented by 2,237,969 American Depository Shares ('ADS') owned by MiCo IVD Holdings, LLC ('MiCo IVD'), a wholly-owned subsidiary of AI n M net Ltd.; and (ii) 24,691,340 Ordinary Shares represented by 1,234,567 ADSs that would be issuable upon conversion of Issuer's 1.50 percent, seven-year, unsecured junior convertible note ('Convertible Note') with a conversion price of U.S. $16.20 per ADS (after giving effect to the ADS Ratio Change, as defined below) that is held by MiCo IVD. Each ADS reported on this Schedule 13D represents twenty (20) Ordinary Shares, which reflects an increase effected by the Company on February 23, 2024, of the number of Ordinary Shares represented by each ADS from four (4) Ordinary Shares (the 'ADS Ratio Change'). Percent of class represented by amount in Row (11) is based on 383,881,600 Class 'A' Ordinary Shares of the Issuer reported to be outstanding by the Issuer as of March 15, 2025 in the Issuer's final prospectus filed pursuant to Rule 424(b)(3) on March 31, 2025 and the 24,691,340 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note.
SCHEDULE 13D
|
| CUSIP No. | 896438504 |
| 1 |
Name of reporting person
AI n M net Ltd. | ||||||||
| 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
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,450,720.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Aggregate amount beneficially owned includes: (i) 44,759,380 Ordinary Shares represented by 2,237,969 ADSs owned by MiCo IVD; and (ii) 24,691,340 Ordinary Shares represented by 1,234,567 ADSs that would be issuable upon conversion of the Convertible Note. Each ADS reported on this Schedule 13D represents twenty (20) Ordinary Shares, which reflects the ADS Ratio Change. Percent of class represented by amount in Row (11) is based on 383,881,600 Class 'A' Ordinary Shares of the Issuer reported to be outstanding by the Issuer as of March 15, 2025 in the Issuer's final prospectus filed pursuant to Rule 424(b)(3) on March 31, 2025 and the 24,691,340 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note.
SCHEDULE 13D
|
| CUSIP No. | 896438504 |
| 1 |
Name of reporting person
Joon Ho Lee | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,450,720.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Aggregate amount beneficially owned includes: (i) 44,759,380 Ordinary Shares represented by 2,237,969 ADSs owned by MiCo IVD; and (ii) 24,691,340 Ordinary Shares represented by 1,234,567 ADSs that would be issuable upon conversion of the Convertible Note. Each ADS reported on this Schedule 13D represents twenty (20) Ordinary Shares, which reflects the ADS Ratio Change. Percent of class represented by amount in Row (11) is based on 383,881,600 Class 'A' Ordinary Shares of the Issuer reported to be outstanding by the Issuer as of March 15, 2025 in the Issuer's final prospectus filed pursuant to Rule 424(b)(3) on March 31, 2025 and the 24,691,340 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class 'A' Ordinary Shares | |
| (b) | Name of Issuer:
Trinity Biotech plc | |
| (c) | Address of Issuer's Principal Executive Offices:
IDA Business Park, Bray, County Wicklow,
IRELAND
, A98 H5C8. | |
Item 1 Comment:
The purpose of this Amendment No. 6 ("Amendment No. 6") to the joint statement on Schedule 13D with respect to the Class 'A' Ordinary Shares, par value U.S. $0.0001 per share (the "Ordinary Shares"), of Trinity Biotech, plc, a company organized under the laws of Ireland (the "Issuer"), filed by MiCo Co., Ltd. ("MiCo Parent") and MiCo IVD Holdings, LLC, a Delaware limited liability company ("MiCo IVD") on December 7, 2022 (such joint statement, as amended by Amendment No. 2 to the Schedule 13D filed by MiCo IVD, Mainstream Holdings, Ltd. ("Mainstream Holdings"), Mainstream New Growth No. 1 Private Equity Fund ("Mainstream NG"), New Main Equity Co., Ltd. ("New Main Equity") and Kim Chang-hee (together with Mainstream Holdings, Mainstream NG and New Main Equity, the "New Main Equity Filers") on January 2, 2024, Amendment No. 3 to the Schedule 13D filed by MiCo IVD, DAYLI TRINITY HOLDINGS, Ltd. ("DAYLI Holdings"), DAYLI Fountainhead Project No. 3 Private Equity Fund ("DAYLI Fountainhead"), and DAYLI Partners, Inc. (together with DAYLI Holdings and DAYLI Fountainhead, the "DAYLI Filers") on December 19, 2024, and Amendment No. 5 to the Schedule 13D filed by MiCo IVD, AI n M (as defined below) and Wonyong Park ("Amendment No. 5"), and as amended herein, the "Schedule 13D"), filed jointly by the Reporting Persons (as defined below), is to report the change in management of MiCo IVD and the execution of the Joint Filing Agreement by the Reporting Persons. Capitalized terms used but not defined herein have the respective meanings given to them in the Schedule 13D. On January 2, 2024, MiCo Parent filed an Amendment No. 1 to the Schedule 13D ("Amendment No. 1") to report its sale of all of its equity interests in MiCo IVD to Mainstream Holdings, and on December 20, 2024, the New Main Equity Filers filed a Schedule 13D intended to serve as Amendment No. 4 to the Schedule 13D ("Amendment No. 4") to report the sale by Mainstream Holdings of all of its equity interests in MiCo IVD to DAYLI Holdings. Amendment No. 1 and Amendment No. 4 speak only of the beneficial ownership interests of MiCo Parent and the New Main Equity Filers, respectively, and the disclosures provided therein shall be disregarded in their entirety for the purposes of this Amendment No. 6, except that the exhibits included in response to Item 7 of each of Amendment No. 1 and Amendment No. 4 shall be incorporated herein by reference. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated in full as follows: This Amendment No. 6 is being filed jointly by MiCo IVD, AI n M net Ltd., a limited company incorporated in South Korea ("AI n M") and Joon Ho Lee (collectively, the "Reporting Persons"). AI n M beneficially owns all of the equity interests in MiCo IVD. Mr. Lee serves as the manager, chief executive officer and president of MiCo IVD. Certain information regarding each director and executive officer of AI n M is set forth on Annex B as filed with Amendment No. 5. | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated in full as follows: The address of AI n M is 8F, 27 Hwangsaeul-ro 360beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea. The address of each of MiCo IVD and Mr. Lee is 85 Orchard Road, Skillman, New Jersey 08558. | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and restated in full as follows: The principal business of AI n M is wholesale and retail trade. The principal business of MiCo IVD is investing in securities of the Issuer. The principal occupation of Mr. Lee is manager, chief executive officer and president of MiCo IVD. | |
| (d) | Item 2(d) of the Schedule 13D is hereby amended and restated in full as follows: During the last five years, none of the Reporting Persons, nor any person identified in Item 2(a), has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) of the Schedule 13D is hereby amended and restated in full as follows: During the last five years, none 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. | |
| (f) | Item 2(f) of the Schedule 13D is hereby amended and restated in full as follows: AI n M was formed in South Korea. MiCo IVD was formed in Delaware, United States. Mr. Lee is a citizen of the United States. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 di
spose 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 17.0% 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 383,881,600 Ordinary Shares reported to be outstanding by the Issuer as of March 15, 2025 in the Issuer's final prospectus filed pursuant to Rule 424(b)(3) on March 31, 2025 and the 24,691,340 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note held by MiCo IVD. AI n M may be deemed to be the beneficial owner of the Ordinary Shares beneficially owned by MiCo IVD through its ownership interests in MiCo IVD. Mr. Lee may be deemed to be the beneficial owner of the Ordinary Shares beneficially owned by MiCo IVD through his position as manager, chief executive officer and president of MiCo IVD. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that AI n M or Mr. Lee 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 AI n M and Mr. Lee expressly disclaim beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. | |
| (b) | 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. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in full as follows: Except as set forth in this Schedule 13D, none of the Reporting Persons 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. | Material to be Filed as Exhibits. | |
Item 7 of Schedule 13D is hereby amended to add the following: Exhibit No. 20 Joint Filing Agreement dated December 10, 2025, by and among the Reporting Persons. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect. | ||
| SIGNATURE | |
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.
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