SEC Filing - Prenetics Global Limited

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Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 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 November 2023

Commission File Number 001-41401

Prenetics Global Limited

Unit 701-706, K11 Atelier King’s Road

728 King’s Road, Quarry Bay

Hong Kong

(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 ☐

Exhibit Index

Exhibit 99.1 – Press release

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.


	Prenetics Global Limited

	By:	/s/ Stephen Lo
	Name:	Stephen Lo
	Title:	Chief Financial Officer

Date: November 20, 2023

EX-99.1

Exhibit 99.1

Prenetics Announces Third Quarter 2023 Financial Results

HONG KONG, November 20, 2023 – Prenetics Global Limited (NASDAQ: PRE) (“Prenetics” or the “Company”), a leading genomics-driven health sciences company, today announced financial results for the third quarter ended September 30, 2023, along with recent business updates.

Third Quarter 2023 Financial Highlights

•

Revenue from continuing operations of US$4.9 million

•

Adjusted EBITDA from continuing operations of US$(6.4) million

•

Cash and other short-term assets¹ of US$105.2 million as of September 30, 2023; with an additional $79.1 million of cash with Insighta, our 50/50 joint venture in early cancer detection with Professor Dennis Lo

“During the third quarter, we made further progress on our transformation. The recent completion of the reverse stock split also addressed any uncertainty regarding our listing status. We believe there are significant opportunities with our consumer health and clinical oncology business units, and are making investments to address these significant opportunities. With the strong cash position and a strong team, we are confident in our pathway to deliver growth and value.” said Danny Yeung, Chief Executive Officer and Co-Founder of Prenetics.

Recent Highlights

•

Completion of reverse stock split at a ratio of 1-for-15 on November 14, 2023, to bring the Company into compliance with the minimum US$1.00 per share requirement for continued listing on NASDAQ

•

ACT Genomics launched ACTLiquid, a 500-gene comprehensive genomic profile “liquid” biopsy test

•

Cost reduction and restructuring progressed as planned, with business units CircleDNA and ACT Genomics expected to achieve EBITDA breakeven by the end of the year, which will be the first time in company history.

•

Insighta’s 500-participants clinical trial for early cancer detection is in progress, and is expected to have full results for publication in the first half of 2024

About Prenetics

Prenetics (NASDAQ:PRE), a leading genomics-driven health sciences company, is revolutionizing prevention, early detection, and treatment. Our prevention arm, CircleDNA, uses whole exome sequencing to offer the world’s most comprehensive consumer DNA test. Insighta, our US$200 million joint venture with renowned scientist Prof. Dennis Lo, underscores our unwavering commitment to saving lives through pioneering multi-cancer early detection technologies. Insighta plans to introduce Presight for lung and liver cancers in 2025, and to expand with Presight One for 10+ cancers in 2027. Lastly, ACT Genomics, our treatment unit, is the first Asia-based company to achieve FDA clearance for comprehensive genomic profiling of solid tumors via ACTOnco. Each of Prenetics’ units synergistically enhances our global impact on health, truly embodying our commitment to ‘enhancing life through science’. To learn more about Prenetics, please visit www.prenetics.com

Represents current assets, including cash and cash equivalents totaling US$71.3 million, financial assets at fair value through profit or loss of US$13.6 million, and trade receivables of US$4.5 million, amongst other accounting line items under current assets. Insighta is accounted for using equity method and is not consolidated in the results of Prenetics.

Investor Relations Contact:

investors@prenetics.com

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s goals, targets, projections, outlooks, beliefs, expectations, strategy, plans, objectives of management for future operations of the Company, and growth opportunities are forward-looking statements. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company, which involve inherent risks and uncertainties, therefore they should not be relied upon as being necessarily indicative of future results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to: the Company’s ability to further develop and grow its business, including new products and services; its ability to execute on its new business strategy in genomics, precision oncology, and specifically, early detection for cancer; the results of case control studies and/or clinical trials; and its ability to identify and execute on M&A opportunities, especially in precision oncology. In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described in the “Risk Factors” section of the Company’s most recent registration statement and the prospectus therein, and the other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

Basis of Presentation

Unaudited Financial Information and Non-IFRS Financial Measures has been provided in the financial statements tables included at the end of this press release. An explanation of these measures is also included below under the heading “Unaudited Financial Information and Non-IFRS Financial Measures.”

Unaudited Financial Information and Non-IFRS Financial Measures

To supplement Prenetics’ consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), the Company is providing non-IFRS measures, adjusted EBITDA from continuing operations, adjusted gross profit from continuing operations and adjusted (loss)/profit attributable to equity shareholders of Prenetics. These non-IFRS financial measures are not based on any standardized methodology prescribed by IFRS and are not necessarily comparable to similarly-titled measures presented by other companies. Management believes these non-IFRS financial measures are useful to investors in evaluating the Company’s ongoing operating results and trends.

Management is excluding from some or all of its non-IFRS results (1) Employee equity-settled share-based payment expenses, (2) depreciation and amortization, (3) finance income and exchange gain or loss, net, and (4) certain items that may not be indicative of our business, results of operations, or outlook, including but not limited to non-cash and/ or non-recurring items. These non-IFRS financial measures are limited in value because they exclude certain items that may have a material impact on the reported financial results. Management accounts for this limitation by analyzing results on an IFRS basis as well as a non-IFRS basis and also by providing IFRS measures in the Company’s public disclosures.

In addition, other companies, including companies in the same industry, may not use the same non-IFRS measures or may calculate these metrics in a different manner than management or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of these non-IFRS measures as comparative measures. Because of these limitations, the Company’s non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. Investors are encouraged to review the non-IFRS reconciliations provided in the tables captioned “Reconciliation of loss from operations from continuing operations under IFRS and adjusted EBITDA from continuing operations (Non-IFRS)”, “Reconciliation of gross profit from continuing operations under IFRS and adjusted gross profit from continuing operations (Non-IFRS)” and “Reconciliation of (loss)/profit attributable to equity shareholders of Prenetics under IFRS and adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS)” set forth at the end of this document.

PRENETICS GLOBAL LIMITED

Unaudited consolidated statements of financial position

(Expressed in United States dollars unless otherwise indicated)


	September 30,		June 30,		December 31,
	2023		2023		2022
	$		$		$
Assets
Property, plant and equipment		8,546,350		10,031,570		13,102,546
Intangible assets		13,674,683		14,101,566		14,785,875
Goodwill		33,800,276		33,800,276		33,800,276
Interests in equity-accounted investees		99,139,788		559,193		788,472
Financial assets at fair value through profit or loss		10,002,442		—		—
Deferred tax assets		27,715		7,631		243,449
Deferred expenses		5,335,829		7,097,641		6,307,834
Other non-current assets		700,710		741,816		1,292,462

Non-current assets		171,227,793		66,339,693		70,320,914

Deferred expenses		8,283,981		8,588,431		4,577,255
Inventories		3,290,184		3,768,880		4,534,072
Trade receivables		4,476,843		5,636,969		41,691,913
Deposits, prepayments and other receivables		4,145,935		5,594,273		6,889,114
Amount due from a related company		7,662		—		—
Amount due from an equity-accounted investee		137,161		138,781		—
Financial assets at fair value through profit or loss		13,593,201		13,593,201		17,537,608
Short-term deposits		16,000,000		—		19,920,160
Cash and cash equivalents		55,251,807		177,179,297		146,660,195

Current assets		105,186,774		214,499,832		241,810,317

Total assets		276,414,567		280,839,525		312,131,231

Liabilities
Deferred tax liabilities		2,614,699		2,694,720		3,185,440
Warrant liabilities		895,400		1,822,139		3,574,885
Lease liabilities		3,062,803		3,255,461		3,763,230
Other non-current liabilities		717,461		823,082		949,701

Non-current liabilities		7,290,363		8,595,402		11,473,256

Trade payables		3,513,463		4,226,392		7,291,133
Accrued expenses and other current liabilities		8,347,371		19,349,105		15,611,421
Contract liabilities		4,504,343		3,703,874		5,674,290
Lease liabilities		2,194,574		2,779,193		2,882,933
Liabilities for puttable financial instrument²		13,230,021		13,435,228		17,138,905
Tax payable		8,550,228		8,534,527		8,596,433

Current liabilities		40,340,000		52,028,319		57,195,115

Total liabilities		47,630,363		60,623,721		68,668,371

Equity
Share capital³		18,027		15,791		13,698
Reserves		224,417,177		215,291,050		237,050,429

Total equity attributable to equity shareholders of the Company		224,435,204		215,306,841		237,064,127
Non-controlling interests		4,349,000		4,908,963		6,398,733

Total equity		228,784,204		220,215,804		243,462,860

Total equity and liabilities		276,414,567		280,839,525		312,131,231

PRENETICS GLOBAL LIMITED

Unaudited consolidated statements of profit or loss and other comprehensive income

(Expressed in United States dollars unless otherwise indicated)


	For the nine months ended
	September 30,			September 30,
	*2023*			*2022*
	$			$
					(Restated	)
*Continuing operations*
Revenue		16,465,841			12,586,661
Direct costs		(10,230,937	)		(7,892,047	)

Gross profit		6,234,904			4,694,614
Other income and other net gain/(losses)		3,725,604			(744,886	)
Selling and distribution expenses⁴		(6,334,964	)		(3,774,284	)
Research and development expenses⁴		(10,158,212	)		(4,738,151	)
Restructuring costs⁵		—			(1,429,429	)
Administrative and other operating expenses⁴		(33,910,726	)		(51,848,708	)

Loss from operations		(40,443,394	)		(57,840,844	)
Fair value loss on financial assets at fair value through profit or loss		(3,944,407	)		(1,674,184	)
Share-based payments on listing⁶		—			(89,546,601	)
Fair value loss on preference shares liabilities		—			(60,091,353	)
Fair value gain/(loss) on warrant liabilities		2,679,485			(3,301,827	)
Share of loss of equity-accounted investees		(170,717	)		—
Other finance costs		(151,272	)		(3,993,550	)

Loss before taxation		(42,030,305	)		(216,448,359	)
Income tax credit		280,037			3,355,516

Loss from continuing operations		(41,750,268	)		(213,092,843	)
*Discontinued operation*
(Loss)/profit from discontinued operation, net of tax⁷		(5,511,375	)		21,031,513

Loss for the period		(47,261,643	)		(192,061,330	)
Other comprehensive income for the period
Item that may be reclassified subsequently to profit or loss:
Exchange difference on translation of foreign operations		677,474			(7,602,604	)

Total comprehensive income for the period		(46,584,169	)		(199,663,934	)

Loss attributable to:
Equity shareholders of Prenetics		(45,776,458	)		(192,061,275	)
Non-controlling interests		(1,485,185	)		(55	)

		(47,261,643	)		(192,061,330	)

Total comprehensive income attributable to:
Equity shareholders of Prenetics		(44,534,436	)		(199,663,879	)
Non-controlling interests		(2,049,733	)		(55	)

		(46,584,169	)		(199,663,934	)

Loss per share:
Basic		(0.28	)		(2.73	)
Diluted		(0.28	)		(2.73	)
Loss per share - Continuing operations:
Basic		(0.24	)		(3.03	)
Diluted		(0.24	)		(3.03	)
Weighted average number of common shares:
Basic		164,465,165			70,371,679
Diluted		164,465,165			70,371,679

PRENETICS GLOBAL LIMITED

Unaudited consolidated statements of profit or loss and other comprehensive income

(Expressed in United States dollars unless otherwise indicated)


	For the three months ended
	September 30,			June 30,			September 30,
	*2023*			*2023*			*2022*
	$			$			$
								(Restated	)
*Continuing operations*
Revenue		4,865,522			5,695,579			4,295,343
Direct costs		(3,241,996	)		(3,559,119	)		(2,367,460	)

Gross profit		1,623,526			2,136,460			1,927,883
Other income and other net gain/(losses)		1,096,199			1,406,281			(159,424	)
Selling and distribution expenses⁴		(1,662,011	)		(2,171,640	)		(1,319,305	)
Research and development expenses⁴		(3,980,620	)		(2,703,038	)		(796,688	)
Restructuring costs⁵		—			—			(1,429,429	)
Administrative and other operating expenses⁴		(10,752,382	)		(10,834,043	)		(15,240,243	)

Loss from operations		(13,675,288	)		(12,165,980	)		(17,017,206	)
Fair value loss on financial assets at fair value through profit or loss		—			(3,944,407	)		(14,841	)
Fair value gain/(loss) on warrant liabilities		926,739			492,470			(1,762,250	)
Share of gain/(loss) of equity-accounted investees		54,567			(112,533	)		—
Other finance costs		(42,914	)		(51,464	)		(110,548	)

Loss before taxation		(12,736,896	)		(15,781,914	)		(18,904,845	)
Income tax credit		11,210			245,877			1,384,285

Loss from continuing operations		(12,725,686	)		(15,536,037	)		(17,520,560	)
*Discontinued operation*
(Loss)/profit from discontinued operation, net of tax⁷		(1,354,767	)		(6,671,413	)		2,622,321

Loss for the period		(14,080,453	)		(22,207,450	)		(14,898,239	)
Other comprehensive income for the period
Item that may be reclassified subsequently to profit or loss:
Exchange difference on translation of foreign operations		(480,209	)		1,794,185			(2,826,668	)

Total comprehensive income for the period		(14,560,662	)		(20,413,265	)		(17,724,907	)

Loss attributable to:
Equity shareholders of Prenetics		(13,570,455	)		(21,807,573	)		(14,898,231	)
Non-controlling interests		(509,998	)		(399,877	)		(8	)

		(14,080,453	)		(22,207,450	)		(14,898,239	)

Total comprehensive income attributable to:
Equity shareholders of Prenetics		(14,000,699	)		(20,037,819	)		(17,724,899	)
Non-controlling interests		(559,963	)		(375,446	)		(8	)

		(14,560,662	)		(20,413,265	)		(17,724,907	)

Loss per share:
Basic		(0.08	)		(0.14	)		(0.21	)
Diluted		(0.08	)		(0.14	)		(0.21	)
Loss per share - Continuing operations:
Basic		(0.07	)		(0.10	)		(0.25	)
Diluted		(0.07	)		(0.10	)		(0.25	)
Weighted average number of common shares:
Basic		176,151,516			158,963,468			70,371,679
Diluted		176,151,516			158,963,468			70,371,679

PRENETICS GLOBAL LIMITED

Unaudited Financial Information and Non-IFRS Financial Measures

(Expressed in United States dollars unless otherwise indicated)

Reconciliation of loss from operations from continuing operations under IFRS and adjusted EBITDA from continuing operations (Non-IFRS)


	For the nine months ended
	September 30,			September 30,
	2023			2022
	$			$
					(Restated	)
Loss from operations from continuing operations under IFRS		(40,443,394	)		(57,840,844	)
Employee equity-settled share-based payment expenses		10,632,797			22,597,827
Depreciation and amortization		5,820,321			1,488,992
Other strategic financing, transactional expense and non-recurring expenses		6,064,443			11,447,263
Finance income, exchange gain or loss, net		(3,573,445	)		967,707

Adjusted EBITDA from continuing operations (Non-IFRS)		(21,499,278	)		(21,339,055	)

Reconciliation of gross profit from continuing operations under IFRS and adjusted gross profit from continuing operations (Non-IFRS)


	For the nine months ended
	September 30,		September 30,
	2023		2022
	$		$
				(Restated	)
Gross profit from continuing operations under IFRS		6,234,904		4,694,614
Depreciation and amortization		1,125,897		85,309

Adjusted gross profit from continuing operations (Non-IFRS)		7,360,801		4,779,923

Reconciliation of loss attributable to equity shareholders of Prenetics under IFRS and adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS)


	For the nine months ended
	September 30,			September 30,
	2023			2022
	$			$
Loss attributable to equity shareholders of Prenetics under IFRS		(45,776,458	)		(192,061,275	)
Employee equity-settled share-based payment expenses		10,632,797			28,338,511
Other strategic financing, transactional expense and non-recurring expenses		11,978,883			10,941,228
Share-based payment on listing		—			89,546,601
Fair value loss on preference shares liabilities		—			60,091,353
Fair value (gain)/loss on warrant liabilities		(2,679,485	)		3,301,827
Fair value loss on financial assets at fair value through profit or loss		3,944,407			1,674,184
Restructuring costs		—			27,669,598

Adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS)		(21,899,856	)		29,502,027

PRENETICS GLOBAL LIMITED

Unaudited Financial Information and Non-IFRS Financial Measures

(Expressed in United States dollars unless otherwise indicated)


*Reconciliation of loss from operations from continuing operations under IFRS and adjusted EBITDA from continuing operations (Non-IFRS)*

	For the three months ended
	September 30, *2023*			June 30, *2023*			September 30, *2022*
	$			$			$
							(Restated)
Loss from operations from continuing operations under IFRS		(13,675,288	)		(12,165,980	)		(17,017,207	)
Employee equity-settled share-based payment expenses		4,394,952			3,296,861			4,637,222
Depreciation and amortization		1,885,127			1,863,626			564,942
Other strategic financing, transactional expense and non-recurring expenses		2,062,142			3,077,902			2,244,351
Finance income, exchange gain or loss, net		(1,103,499	)		(1,323,782	)		264,339

Adjusted EBITDA from continuing operations (Non-IFRS)		(6,436,566	)		(5,251,373	)		(9,306,353	)


*Reconciliation of gross profit from continuing operations under IFRS and adjusted gross profit from continuing operations (Non-IFRS)*

	For the three months ended
	September 30, *2023*			June 30, *2023*			September 30, *2022*
	$			$			$
							(Restated)
Gross profit from continuing operations under IFRS		1,623,526			2,136,460			1,927,883
Depreciation and amortization		405,923			335,648			33,523

Adjusted gross profit from continuing operations (Non-IFRS)		2,029,449			2,472,108			1,961,406


*Reconciliation of loss attributable to equity shareholders of Prenetics under IFRS and adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS)*

	For the three months ended
	September 30, *2023*			June 30, *2023*			September 30, *2022*
	$			$			$
Loss attributable to equity shareholders of Prenetics under IFRS		(13,570,455	)		(21,807,573	)		(14,898,231	)
Employee equity-settled share-based payment expenses		4,394,952			3,113,656			5,994,430
Other strategic financing, transactional expense and non-recurring expenses		2,061,178			7,678,799			391,354
Fair value (gain)/loss on warrant liabilities		(926,739	)		(492,470	)		1,762,250
Fair value loss on financial assets at fair value through profit or loss		—			3,944,407			14,841
Restructuring costs		—			—			27,669,598

Adjusted (loss)/profit attributable to equity shareholders of Prenetics (Non-IFRS)		(8,041,064	)		(7,563,181	)		20,934,242

In connection with the acquisition of ACT Genomics, the remaining shareholders of ACT Genomics - representing 25.61% of the fully diluted shareholding of ACT Genomics that Prenetics does not own - were granted put options which allow these remaining shareholders to put their remaining shares to Prenetics under certain conditions. The liabilities arising from such put option are recorded as liabilities for puttable financial instrument, and are valued at the present value of the exercise price of the put option.

³	Represents number of authorized and issued shares as follows:


	September 30,		June 30,		December 31,
	*2023*		*2023*		*2022*
Number of authorized shares of $0.0001 each		500,000,000		500,000,000		500,000,000

Number of issued shares		180,271,908		157,905,434		136,983,110

⁴	Includes equity-settled share-based payment expenses (excluding share-based payment on listing) from continuing operations as follows:


	For the nine months ended
	September 30, *2023*		September 30, *2022*
	$		$
				(Restated	)
Selling and distribution expenses		100,561		79,653
Research and development expenses		2,891,754		1,658,775
Administrative and other operating expenses		7,576,865		20,657,876

Total equity-settled share-based payment expenses (excluding share-based payment on listing)		10,569,180		22,396,304


	For the three months ended
	September 30, *2023*			June 30 ,*2023*		September 30, *2022*
	$			$		$
							(Restated	)
Selling and distribution expenses		(3,307	)		58,613		48,229
Research and development expenses		1,530,858			874,389		412,928
Administrative and other operating expenses		2,845,319			2,340,502		4,168,498

Total equity-settled share-based payment expenses (excluding share-based payment on listing)		4,372,870			3,273,504		4,629,655

⁵	Includes restructuring costs from continuing operations as follows:


	For the nine months ended
	September 30,		September 30,
	*2023*		*2022*
	$		$
				(Restated	)
Impairment of intangible assets		—		725,895
Impairment of goodwill		—		703,534

Total restructuring costs from continuing operations		—		1,429,429


	For the three months ended
	September 30,		June 30,		September 30,
	*2023*		*2023*		*2022*
	$		$		$
						(Restated	)
Impairment of intangible assets		—		—		725,895
Impairment of goodwill		—		—		703,534

Total restructuring costs from continuing operations		—		—		1,429,429

⁶

The acquisition of the net assets of Artisan Acquisition Corp. (“Artisan”) on May 18, 2022 does not meet the definition of a business under IFRS and has therefore been accounted for as a share-based payment. The excess of fair value of Prenetics shares issued over the fair value of Artisan’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

⁷

We ceased our COVID-19 testing business entirely in 2023 Q2. As a result, COVID-19 testing business is reported as a discontinued operation under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. In accordance with IFRS 5, the results of the discontinued operation have been presented separately from the continuing operations in the consolidated statements of profit or loss and other comprehensive income. The comparative information in the consolidated statements of profit or loss and other comprehensive income has also been re-presented to show the results of discontinued operation separately.