UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number 001-41401
Prenetics Global Limited
Unit 703-706, 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
INCORPORATION BY REFERENCE
This Report on Form 6-K (this “Report”), shall be deemed to be incorporated by reference into the registration statements on Form F-3 (File nos. 333-265284 and 333-276538) and Form S-8 (File Nos. 333-279019, 333-271552 and 333-267956) of Prenetics Global Limited (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
DISCLOSURE OF RESULTS OF OPERATIONS
We hereby furnish the United States Securities and Exchange Commission with copies of the following information about our public disclosures regarding our unaudited financial results for the first quarter ended March 31, 2024, along with recent business updates.
APPOINTMENT OF DIRECTORS
As part of our strategic repositioning into a new business vertical of consumer health, we are pleased to announce the appointment of Ms. Kathryn Henry and Mr. David Eric Vanderveen as independent directors to our Board of Directors, effective June 13, 2024, and June 16, 2024, respectively. Their biographies are set out below:
Ms. Kathryn Henry
Ms. Henry is currently an independent director at Lululemon, where she has been a board member for more than 8 years and serves as a member of the Audit & Compensation Committee. She provides strategic consulting to consumer retail and technology companies, as well as venture capital, investment, and consulting firms seeking executive-level guidance.
Ms. Henry previously served as Chief Information Officer, Logistics & Distribution at Lululemon from 2010 to 2014, where she oversaw all global information and technology operations for the company.
Prior to joining Lululemon in 2010, Ms. Henry worked at Gap, Inc., where she served as Vice President and Chief Information Officer of International IT and Gap North America. She was responsible for the systems support of key international growth initiatives. Previously, she was Vice President of Dockers Business Divestiture and Vice President of Global IT Strategy & Development at Levi Strauss & Co.
Value Addition to Prenetics:
Ms. Henry’s extensive experience in leading global information and technology operations, especially in consumer retail and technology sectors, aligns perfectly with Prenetics' strategic positioning into consumer health. Her proven track record in strategic consultancy for technology companies, coupled with her deep understanding of international IT infrastructure, will be instrumental in driving Prenetics' technological advancements and operational efficiencies.
1.Strategic Leadership and Innovation: Ms. Henry’s background as a strategic consultant for retail and technology companies will provide Prenetics with cutting-edge insights and innovative strategies necessary for penetrating and expanding in the consumer health market.
2.Operational Excellence: Her experience overseeing logistics and distribution at Lululemon will be invaluable in optimizing Prenetics’ supply chain and distribution networks, ensuring efficient and reliable delivery of health solutions.
3.Technological Advancement: With her extensive experience as a chief information officer, Ms. Henry will guide Prenetics in leveraging advanced IT solutions to enhance consumer health platforms, ensuring robust, secure, and scalable technological infrastructure.
4.Global Expansion: Ms. Henry’s role in supporting key international growth initiatives at Lululemon and Gap, Inc. will support Prenetics in navigating and expanding its footprint in global markets, adapting to varying regulatory and consumer landscapes.
5.Governance and Compliance: Her governance experience from various leadership roles will strengthen Prenetics’ corporate governance framework, ensuring compliance with industry standards and fostering investor confidence.
By integrating Ms. Henry’s expertise, Prenetics will be well-positioned to achieve its strategic goals, driving innovation, operational efficiency, and global growth in the consumer health sector.
Mr. David Eric Vanderveen
Mr. Vanderveen has had a successful 30-year track record in beverage, nutrition, and technology, leading disruptive change at both private and public companies. From 2022 until recently, he was CEO of Nirvana Water Sciences, where he developed a team of industry beverage, functional beverage, and supplement experts to transform the brand, product portfolio, go-to-market strategy, and execution of the business.
From 2002 to 2015, Mr. Vanderveen was the founder and CEO of XS Worldwide, a company with a portfolio of energy drinks and sports nutrition products. XS partnered with Amway Corporation and became the fastest-growing business segment and category for the world’s largest direct seller, reaching annual sales over $400 million with distribution in more than 60 countries. XS was sold to Amway in 2015, where Mr. Vanderveen served as Vice President and Global General Manager for the XS brand, achieving maximum earn-out through 2018.
Mr. Vanderveen is also an advisor and limited partner at RX3 Growth Partners, a private equity firm that partners with consumer brands and other leading investment firms to maximize value by leveraging its unique influencer base of athletes, celebrities, and thought leaders, and is a general partner in LLB Global Fund, an international arbitration fund in partnership with French law firm, Lazareff Le Bars.
Value Addition to Prenetics:
Mr. Vanderveen’s extensive experience in the beverage, nutrition, and technology sectors, along with his proven track record in leading disruptive change, aligns seamlessly with Prenetics' strategic positioning into consumer health. His expertise will be instrumental in driving Prenetics' innovation, market expansion, and operational excellence.
1.Strategic Leadership and Innovation: Mr. Vanderveen’s background in founding and leading successful beverage and nutrition companies will provide Prenetics with innovative strategies and leadership essential for pioneering in the consumer health market.
2.Market Expansion and Growth: His experience in growing global brands and navigating post-acquisition transitions will support Prenetics in expanding its market presence and scaling its operations effectively across diverse global markets.
3.Product Development and Market Strategy: Mr. Vanderveen’s role in transforming brands and product portfolios will be invaluable in enhancing Prenetics’ product development processes and go-to-market strategies, ensuring the delivery of high-quality consumer health solutions.
4.Operational Excellence: With his experience in leading operational transformations at various companies, Mr. Vanderveen will guide Prenetics in optimizing its operations, improving efficiency, and achieving sustainable growth.
5.Influencer and Partner Leverage: His connections with RX3 Growth Partners and experience leveraging influencer bases will help Prenetics maximize value through strategic partnerships and marketing initiatives, enhancing brand visibility and consumer engagement.
By integrating Mr. Vanderveen’s expertise, Prenetics will be well-positioned to achieve its strategic goals, driving innovation, operational efficiency, and global growth in the consumer health sector.
FURTHER NOTE ON THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-279019)
In the explanatory note to our registration statement on Form S-8 (File No. 333-279019) filed with the Commission on May 1, 2024, we disclosed that we previously registered 5,557,230 Class A ordinary shares, par value $0.0001 per share (equivalent to 370,482 Class A ordinary shares, par value $0.0015 per share after our reverse stock split on November 14, 2024) that are or may become issuable under the Plan pursuant to our Registration Statement on Form S-8 (File No. 333-271552) filed with the Commission on May 1, 2023 ("2023 Registration Statement"). We hereby clarify that together with the Class A ordinary shares registered pursuant to our Registration Statement on Form S-8 (File No. 333-267956) filed with the Commission on October 20, 2023, the total number of Class A ordinary shares, previously registered was 25,332,509 Class A ordinary shares, par value $0.0001 per share (equivalent to 1,688,834 Class A ordinary shares, par value $0.0015 per share after our reverse stock split on November 14, 2024).
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/ Lo Hoi Chun | |||||||
| Name: | Lo Hoi Chun | |||||||
| Title: | Chief Financial Officer | |||||||
| Date: June 18, 2024 | ||||||||
Prenetics Announces First Quarter 2024 Financial Results
First Quarter Revenue Increased 30.2% and Gross Profit Increased 159.8% from Prior Year Quarter
Confirms Strategic Pivot Targeting the U.S. Consumer Healthcare Market
Reaffirms 2024 Revenue Range of US$33 million to US$36 million
LOS ANGELES, June 18, 2024 – Prenetics Global Limited (NASDAQ: PRE) (“Prenetics” or the “Company”), a leading health sciences company, today announced unaudited financial results for the first quarter ended March 31, 2024, along with recent business updates.
First Quarter 2024 Financial Highlights
•Revenue from continuing operations of US$6.4 million in the first quarter 2024, an increase of 30.2% as compared to the first quarter 2023.
•Gross profit from continuing operations of US$3.8 million in the first quarter 2024, an increase of 159.8% as compared to the first quarter 2023.
•Adjusted EBITDA from continuing operations of US$(4.1) million in the first quarter 2024, an improvement of 55.9% as compared to the first quarter 2023.
•Cash and other short-term assets1 of US$86.6 million as of March 31, 2024. Additionally, Insighta2, our 50/50 joint venture in early cancer detection with Professor Dennis Lo, had a cash balance of US$79.8 million in its balance sheet as of March 31, 2024.
Danny Yeung, Chief Executive Officer and Co-Founder of Prenetics remarked: “The first quarter of 2024 marked a good start for our company, showcasing solid growth in revenue and gross profit. These results demonstrate firm governance of our financial position with no debt supported by a resilient and talented team.
As we enter the second half of 2024, we are making significant strides in our strategic realignment with a keen focus on the consumer healthcare market in the USA. Our purpose remains dedicated to our science first approach in our pivot to consumer healthcare to broaden accessibility to science based health and wellness. To support this growth, we have established dual headquarters with a presence in the US which will position us to seize new opportunities both domestically and globally. We look forward to sharing more details on the new direction of Prenetics in the near future," concluded Mr. Yeung.
Recent Business Updates
•Continued improvement on financial performance, achieving 30.2% increase in revenue from continuing operations, a 55.9% reduction in adjusted EBITDA loss, and ended the quarter with strong financial position of cash and short-term assets position of US$86.6 million as of March 31, 2024.
•Initiate a strategic realignment with an accelerated focus on the consumer healthcare sector, presenting vast global opportunities, beginning with the USA.
•Insighta, the Company’s early cancer detection venture continues to show significant progress as initial pre-clinical data on Prostate cancer shows very promising results.
•Insighta has received all approvals necessary to move forward with a 1,500 person clinical trial with patient recruitment to begin in July 2024.
1 Represents current assets, including cash and cash equivalents and short-term deposits totaling US$54.5 million, financial assets at fair value through profit or loss of US$11.0 million, and trade receivables of US$4.1 million, amongst other accounting line items under current assets.
2 As of March 31, 2024, we owned 50% shareholding in Insighta, which was accounted for under equity-accounted investee. Equity-accounted investees, totaling US$98.2 million as of March 31, 2024, were classified as non-current assets on our balance sheet.
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 $200 million joint venture with renowned scientist Prof. Dennis Lo, underscores our unwavering commitment to saving lives through pioneering multi-cancer early detection technologies. 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.
Investor Relations Contact:
investors@prenetics.com
PRE@mzgroup.us
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 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 Non-IFRS Financial Measures”.
Unaudited 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 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 attributable to equity shareholders of Prenetics under IFRS and adjusted loss 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)
| March 31, | December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Assets | |||||||||||
| Property, plant and equipment | $ | 4,585,957 | $ | 5,777,794 | |||||||
| Intangible assets | 13,169,672 | 13,424,648 | |||||||||
| Goodwill | 29,170,123 | 29,170,123 | |||||||||
| Interests in equity-accounted investees | 98,244,733 | 98,464,875 | |||||||||
| Financial assets at fair value through profit or loss | 9,371,064 | 9,371,064 | |||||||||
| Deferred tax assets | 27,630 | 27,680 | |||||||||
| Deferred expenses | 1,483,348 | 3,530,756 | |||||||||
| Other non-current assets | 948,811 | 743,173 | |||||||||
| Non-current assets | 157,001,338 | 160,510,113 | |||||||||
| Deferred expenses | 8,272,025 | 8,312,890 | |||||||||
| Inventories | 2,815,607 | 3,126,776 | |||||||||
| Trade receivables | 4,106,052 | 4,058,007 | |||||||||
| Deposits, prepayments and other receivables | 5,708,610 | 5,284,848 | |||||||||
| Amount due from a related company | 2,556 | 5,123 | |||||||||
| Amount due from an equity-accounted investee | 126,177 | 132,114 | |||||||||
| Financial assets at fair value through profit or loss | 11,034,200 | 11,034,200 | |||||||||
| Short-term deposits | — | 16,000,000 | |||||||||
| Cash and cash equivalents | 54,518,588 | 45,706,448 | |||||||||
| Current assets | 86,583,815 | 93,660,406 | |||||||||
| Total assets | $ | 243,585,153 | $ | 254,170,519 | |||||||
| Liabilities | |||||||||||
| Deferred tax liabilities | $ | 2,327,331 | $ | 2,614,823 | |||||||
| Warrant liabilities | 143,264 | 223,850 | |||||||||
| Lease liabilities | 669,373 | 867,215 | |||||||||
| Other non-current liabilities | 464,215 | 823,345 | |||||||||
| Non-current liabilities | 3,604,183 | 4,529,233 | |||||||||
| Trade payables | 1,637,568 | 1,671,019 | |||||||||
| Accrued expenses and other current liabilities | 7,100,324 | 8,174,815 | |||||||||
| Contract liabilities | 5,542,678 | 6,111,017 | |||||||||
| Lease liabilities | 1,079,449 | 1,502,173 | |||||||||
Liabilities for puttable financial instrument3 | 14,472,666 | 14,622,529 | |||||||||
| Tax payable | 7,385,897 | 7,402,461 | |||||||||
| Current liabilities | 37,218,582 | 39,484,014 | |||||||||
| Total liabilities | 40,822,765 | 44,013,247 | |||||||||
| Equity | |||||||||||
Share capital4 | 18,326 | 18,308 | |||||||||
| Reserves | 199,425,243 | 206,339,490 | |||||||||
| Total equity attributable to equity shareholders of the Company | 199,443,569 | 206,357,798 | |||||||||
| Non-controlling interests | 3,318,819 | 3,799,474 | |||||||||
| Total equity | 202,762,388 | 210,157,272 | |||||||||
| Total equity and liabilities | $ | 243,585,153 | $ | 254,170,519 | |||||||
PRENETICS GLOBAL LIMITED
Unaudited consolidated statements of profit or loss and other comprehensive income
(Expressed in United States dollars unless otherwise indicated)
| Three Months Ended | |||||||||||||||||
| March 31, | December 31, | March 31, | |||||||||||||||
| 2024 | 2023 | 2023 | |||||||||||||||
| (Restated) | |||||||||||||||||
| Continuing operations | |||||||||||||||||
| Revenue | $ | 6,413,397 | $ | 5,428,460 | $ | 4,924,035 | |||||||||||
| Direct costs | (2,630,751) | (2,758,288) | (3,467,939) | ||||||||||||||
| Gross profit | 3,782,646 | 2,670,172 | 1,456,096 | ||||||||||||||
| Other income and other net gain | 747,891 | 715,562 | 1,077,091 | ||||||||||||||
Selling and distribution expenses5 | (1,898,473) | (1,908,415) | (2,501,274) | ||||||||||||||
Research and development expenses5 | (2,731,050) | (2,586,477) | (3,233,538) | ||||||||||||||
| Impairment loss of goodwill | — | (3,900,268) | — | ||||||||||||||
Administrative and other operating expenses5 | (9,059,929) | (10,362,374) | (11,689,809) | ||||||||||||||
| Loss from operations | (9,158,915) | (15,371,800) | (14,891,434) | ||||||||||||||
| Fair value loss on financial assets at fair value through profit or loss | — | (3,190,379) | — | ||||||||||||||
| Fair value gain on warrant liabilities | 80,586 | 671,550 | 1,260,276 | ||||||||||||||
| Share of loss of equity-accounted investees | (216,245) | (688,183) | (112,751) | ||||||||||||||
| Other finance (costs)/income | (16,339) | 1,073 | (43,844) | ||||||||||||||
| Loss before taxation | (9,310,913) | (18,577,739) | (13,787,753) | ||||||||||||||
| Income tax credit/(expense) | 285,938 | (10,678) | 80,655 | ||||||||||||||
| Loss from continuing operations | (9,024,975) | (18,588,417) | (13,707,098) | ||||||||||||||
| Discontinued operation | |||||||||||||||||
(Loss)/profit from discontinued operation, net of tax6 | (26,615) | (1,026,983) | 2,733,358 | ||||||||||||||
| Loss for the period | (9,051,590) | (19,615,400) | (10,973,740) | ||||||||||||||
| Other comprehensive income for the period | |||||||||||||||||
| Item that may be reclassified subsequently to profit or loss: | |||||||||||||||||
| Exchange difference on translation of foreign operations | (430,444) | 1,118,149 | (636,502) | ||||||||||||||
| Total comprehensive income for the period | $ | (9,482,034) | $ | (18,497,251) | $ | (11,610,242) | |||||||||||
| Loss attributable to: | |||||||||||||||||
| Equity shareholders of Prenetics | $ | (8,568,095) | $ | (19,047,124) | $ | (10,398,430) | |||||||||||
| Non-controlling interests | (483,495) | (568,276) | (575,310) | ||||||||||||||
| $ | (9,051,590) | $ | (19,615,400) | $ | (10,973,740) | ||||||||||||
| Total comprehensive income attributable to: | |||||||||||||||||
| Equity shareholders of Prenetics | $ | (9,001,379) | $ | (18,677,610) | $ | (10,495,918) | |||||||||||
| Non-controlling interests | (480,655) | 180,359 | (1,114,324) | ||||||||||||||
| $ | (9,482,034) | $ | (18,497,251) | $ | (11,610,242) | ||||||||||||
| Loss per share: | |||||||||||||||||
| Basic | $ | (0.70) | $ | (1.57) | (0.99) | ||||||||||||
| Diluted | (0.70) | (1.57) | (0.99) | ||||||||||||||
| Loss per share - Continuing operations: | |||||||||||||||||
| Basic | (0.70) | (1.49) | (1.25) | ||||||||||||||
| Diluted | (0.70) | (1.49) | (1.25) | ||||||||||||||
| Weighted average number of common shares: | |||||||||||||||||
| Basic | 12,215,904 | 12,114,922 | 10,522,621 | ||||||||||||||
| Diluted | 12,215,904 | 12,114,922 | 10,522,621 | ||||||||||||||
PRENETICS GLOBAL LIMITED
Unaudited 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)
| Three Months Ended | |||||||||||||||||
| March 31, | December 31, | March 31, | |||||||||||||||
| 2024 | 2023 | 2023 | |||||||||||||||
| (Restated) | |||||||||||||||||
| Loss from operations from continuing operations under IFRS | $ | (9,158,915) | $ | (15,371,800) | $ | (14,891,434) | |||||||||||
| Employee equity-settled share-based payment expenses | 1,937,268 | 2,055,858 | 2,940,984 | ||||||||||||||
| Depreciation and amortization | 1,719,555 | 1,564,816 | 1,796,990 | ||||||||||||||
| Other strategic financing, transactional expense and non-recurring expenses | 2,096,563 | 6,263,188 | 1,847,131 | ||||||||||||||
| Finance income, exchange gain or loss, net | (700,589) | (673,740) | (1,000,131) | ||||||||||||||
| Adjusted EBITDA from continuing operations (Non-IFRS) | $ | (4,106,118) | $ | (6,161,678) | $ | (9,306,460) | |||||||||||
Reconciliation of gross profit from continuing operations under IFRS and adjusted gross profit from continuing operations (Non-IFRS)
| Three Months Ended | |||||||||||||||||
| March 31, | December 31, | March 31, | |||||||||||||||
| 2024 | 2023 | 2023 | |||||||||||||||
| (Restated) | |||||||||||||||||
| Gross profit from continuing operations under IFRS | $ | 3,782,646 | $ | 2,670,172 | $ | 1,456,096 | |||||||||||
| Employee equity-settled share-based payment expenses | 581 | 11,522 | — | ||||||||||||||
| Depreciation and amortization | 279,561 | 309,812 | 384,326 | ||||||||||||||
| Adjusted gross profit from continuing operations (Non-IFRS) | $ | 4,062,788 | $ | 2,991,506 | $ | 1,840,422 | |||||||||||
Reconciliation of loss attributable to equity shareholders of Prenetics under IFRS and adjusted loss attributable to equity shareholders of Prenetics (Non-IFRS)
| Three Months Ended | |||||||||||||||||
| March 31, | December 31, | March 31, | |||||||||||||||
| 2024 | 2023 | 2023 | |||||||||||||||
| (Restated) | |||||||||||||||||
| Loss attributable to equity shareholders of Prenetics under IFRS | $ | (8,568,095) | $ | (19,047,124) | $ | (10,398,430) | |||||||||||
| Employee equity-settled share-based payment expenses | 1,937,268 | 2,055,858 | 3,124,189 | ||||||||||||||
| Other strategic financing, transactional expense and non-recurring expenses | 2,096,563 | 8,248,151 | 3,161,638 | ||||||||||||||
| Fair value gain on warrant liabilities | (80,586) | (671,550) | (1,260,276) | ||||||||||||||
| Fair value loss on financial assets at fair value through profit or loss | — | 3,190,379 | — | ||||||||||||||
| Adjusted loss attributable to equity shareholders of Prenetics (Non-IFRS) | $ | (4,614,850) | $ | (6,224,286) | $ | (5,372,879) | |||||||||||
—————————————————————————
3 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.
4 Represents number of authorized and issued shares as follows:
| March 31, | December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Number of authorized shares of $0.0015 each | 33,333,333 | 33,333,333 | |||||||||
| Number of issued shares | 12,217,226 | 12,205,200 | |||||||||
5 Includes equity-settled share-based payment expenses from continuing operations as follows:
| Three Months Ended | |||||||||||||||||
| March 31, | December 31, | March 31, | |||||||||||||||
| 2024 | 2023 | 2023 | |||||||||||||||
| (Restated) | |||||||||||||||||
| Direct costs | $ | 581 | $ | 11,522 | $ | — | |||||||||||
| Selling and distribution expenses | 1,053 | (632) | 45,255 | ||||||||||||||
| Research and development expenses | 758,394 | 675,928 | 486,507 | ||||||||||||||
| Administrative and other operating expenses | 1,155,752 | 1,339,419 | 2,391,044 | ||||||||||||||
| Total equity-settled share-based payment expenses | $ | 1,915,780 | $ | 2,026,237 | $ | 2,922,806 | |||||||||||
6 We ceased our COVID-19 testing business entirely in 2023 Q2, and other DNA testing operations in the EMEA regions in 2023 Q4. As a result, COVID-19 testing business and the operations in the EMEA regions are 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.