Prenetics Launches Voluntary Warrant Exchange Program, Representing ~83.4% Of Outstanding Class A and B Warrants; Aims To Simplify Capital Structure, Reduce Potential Dilution By Up To 50%, Consolidate Legacy Warrants Into Single Class C Warrants

Prenetics Global Limited (NASDAQ:PRE) ("Prenetics" or the "Company"), a leading health sciences company and parent of the IM8 premium health and longevity brand, today announced that it has entered into warrant exchange agreements, subject to customary closing conditions, with holders representing approximately 83.4% of its outstanding Class A and Class B warrants, pursuant to a voluntary warrant exchange program designed to simplify the Company's capital structure and materially reduce potential future dilution.

The warrant exchange program was developed based on investor feedback and following discussions with several of the Company's largest institutional shareholders, who expressed strong support for consolidating legacy warrant instruments into a cleaner capital structure.

Background and Participation

In connection with the Company's prior financing in October 2025, 2,722,642 Class A ordinary shares were issued, with one Class A warrant and one Class B warrant issued for each such Class A ordinary share, for a total of 5,445,284 warrants.

As of the date of this announcement, the Company has entered into exchange agreements covering 4,539,722 of the 5,445,284 aggregate Class A and Class B warrants, representing approximately 83.4% participation.

Summary of the Warrant Exchange

Under the exchange agreements:

• One (1) Class A warrant and one (1) Class B warrant with exercise prices of $24.12 and $32.16, respectively, each with a five-year term have been exchanged for
• One (1) new Class C warrant with:
  • an exercise price of $18.00 per Class A ordinary share,
  • a two-year term commencing upon the effectiveness of a registration statement on Form F-3 registering the resale of the shares issuable upon exercise of the Class C warrants, and
  • a standard forced-redemption (call) feature.
    
     

The Company may exercise its forced-redemption right only after the registration statement on Form F-3 registering the resale of the shares issuable upon exercise of the Class C warrants is declared effective and only if the Company's Class A ordinary shares trade at or above 120% of the exercise price (i.e., $21.60) for ten (10) consecutive trading days.

Warrant holders participated in the exchange on a voluntary basis, and identical terms were offered to all eligible warrant holders.

Impact on Capital Structure

Based on the exchange agreements, a total of approximately 4.54 million in aggregate of the Company's outstanding Class A warrants and Class B warrants is expected to be exchanged for approximately 2.27 million Class C warrants.

After such exchange, the total number of outstanding Class A warrants, Class B warrants and Class C warrants is expected to be approximately 3.18 million in aggregate, representing a reduction of approximately 42.0% from the number of Class A and Class B warrants issued in the October 2025 financing round, and further up to 50% assuming participation in full by all holders of Class A warrants and Class B warrants.

The Company believes this reduction materially improves its long-term dilution profile, reduces warrant overhang, and enhances the investability of its ordinary shares. The Company is not undertaking this warrant exchange in connection with any financing transaction and has no plans to conduct any equity or equity-linked capital raise in the foreseeable future.

Strategic Rationale and Benefits

The Company believes this warrant exchange delivers several meaningful benefits to the Company and its shareholders, including:

• Up to 50% reduction from the number of outstanding Class A warrants and Class B warrants, materially lowering long-term dilution risk
• Substantial elimination of two deep out-of-the-money legacy classes of warrants, reducing up to 50% of the overhang on the Company's shares that resulted from the Class A warrants and Class B warrants
• Simplification in favor of a single, unified class of warrants, improving transparency and institutional investability
• Improved alignment with shareholders, by providing a more realistic and attainable path to warrant redemption

The Company noted that its largest institutional investors, each with significant long-term investments, have participated in the exchange, reflecting strong confidence in the revised structure and its long-term benefits.