Intellectual Property We have submitted 22 patents globally,...

Intellectual Property

We have submitted 22 patents globally, with prior art/inventive ownership dating back to December 4, 2014. We have been issued 12 patents, including in Australia, China, Singapore, South Korea, Hong Kong, Japan, Canada, and the USA. We regularly monitor our R&D for potential patent knowledge gaps, which provides the basis for our continued formalized patent protection, existing patent protection updates and other core know-how and intellectual property assets.

We utilize various practices to safeguard and protect our IP, including (but not limited to):

		●	Non-disclosure agreements

		●	End User License agreements

		●	Commercial agreements (including IP clauses)

		●	Data Processing Agreements with clauses for jurisdiction specific regulations such as HIPAA, CCPA, UK and EU GDPR, LGPD, PDPL, and PIPL

		●	Employee agreements that include IP clauses

		●	‘Least Privilege’ access model to restrict access to key personnel

		●	Multi-factor authentication system

		●	Regular threat and intrusion protection exercises in conjunction with cyber security industry expert organizations

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Key Commercial Developments

We have focused on growing our universe of partners, expanding our technology suite, improving cash flow and strengthening our balance sheet to rise above the current global pandemic situation. During the height of COVID-19 in Australia, we successfully reduced our operating cash burn by 46%, converted or redeemed previous convertible note holders (A$1.3 million), therefore removing all of our long-term debt and received over A$600,000 in collectible cash from our affiliate, Body Composition Technologies (“BCT”). Additionally, we received A$500,000 in license fees from BCT between July 1, 2020 and June 30, 2021 as our expenditures began to normalize to pre-COVID-19 levels.

1			1.	On June 1, 2020, we raised US,500,000 by way of convertible note to progress our initiatives to be listed on the NASDAQ. The convertible notes are convertible into a maximum of 1,500,000 of our Ordinary Shares. On conversion, convertible note holders will be issued shares at the greater of US.00 per share and a 25% discount to the price at which the Company issues shares in conjunction with a NASDAQ listing.

		2.	On June 9, 2020, the Evolt (as outlined below) application launched into its platform allowing gym members and healthcare facilities using the Evolt platform access now to the AHIBodyScan, which marks the first Australian consumer-facing app to go live with our technology solution embedded.

		3.	On August 24, 2020, Bearn (as described below) application launched, the first iOS and Android consumer-facing app to go live in USA with our technology solutions embedded.

		4.	A further 9 partner applications are expected to launch (with our technology embedded) within the next 6 months, to generate revenue, including:

1			a.	We signed an agreement with Nexus Vita Pte Ltd (“Nexus-Vita”) on October 6, 2020. Nexus-Vita under that agreement, has contractually committed to a minimum annual revenue of US,588,000 per annum (on a cash basis), from the date of the commercial launch of its app, subject to meeting current development and integration, we anticipate to begin by January 2022). On June 21, 2021, the Company entered into a binding Terms Sheet with Nexus-Vita whereby the Company and Nexus-Vita have agreed to collaborate and work together to design, develop and integrate the Company’s platform into the existing Nexus-Vita platform. Nexus-Vita has agreed to pay the Company a fixed amount of US0,000 for the completion of the integration to be performed by the Company’s development team. We anticipate to receive the full fixed amount payment within the next 60 days, with an initial payment of US0,000 being paid within the next 30 days.The Company and Nexus-Vita have agreed to enter into a definitive agreement prior to Nexus-Vita’s application being integrated with the Company’s platform.

		b.	On November 17, 2020, we signed a binding Terms Sheet with The Original Fit Factory (“TOFF”), which has developed the world-leading TRUCONNECT and TV.FIT fitness and wellbeing platforms, available through iOS and Android app stores across 71 countries. TOFF has both B2C and B2B app solutions for users. OurBodyScantechnology will be integrated into TOFF’s B2C and B2B offerings.

		c.	On September 9 2020, we signed a binding Terms Sheet with WellteQ Limited (“WellteQ”) to provide ourCompleteScanplatform for WellteQ’s personalized digital wellness and analytics platform.

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		d.	On October 20, 2020, we signed a definitive agreement with MVMNT Inc (“MVMNT”). Under the terms of that agreement, our technology will be integrated into MVMNT’s core mobile technology platform and our solutions will be made available to all subscribers within MVMNT’s branded digital training experiences apps, commencing with fitness-centric platforms including but not limited to McGregor F.A.S.T. and Fitocracy.

		e.	On October 8, 2020, we signed a binding Terms Sheet with Jayex Healthcare Ltd (“Jayex”) to integrate ourCompleteScanplatform into the Jayex Connect patient engagement platform. Jayex has a customer base spanning over 3,250 locations in the UK, Australia and New Zealand and over 50 million patient interactions per year.

		f.	On June 22, 2019, we signed a binding Terms Sheet with Boditrax Ltd (“Boditrax”) to integrate our technology into the Boditrax platform. Boditrax is an innovative British company that creates digital solutions for the health, fitness and wellness sectors internationally. Boditrax solutions are medical grade devices, programs and software to give gym/clinic operators a clinically validated understanding of each client’s body composition, mental well-being, health goals and progress. Boditrax’s technology is renowned for its accuracy and is chosen and trusted by leading hospitals, universities, corporations, Formula One, Premier League football and other elite sports teams. Clients include the National Health Service NHS (England), HM Government, BBC, Sky, Rolls-Royce, Renault, Cadbury, Kellogg’s. Body Worlds, and the David Lloyd, Virgin Active, Fitness First and Pure Gym Health Clubs. The company is currently experiencing some delays in its launch with Boditrax due to the COVID-19 lockdown restrictions.

		g.	On April 28, 2020, we signed a Definitive Agreement with Active8me Pte Ltd (“Active8me”) to integrate our technology into the Active8me platform. Active8me simplifies healthy, active living in a unique all-in-one mobile platform that incorporates all aspects of healthy living, exercise, nutrition, mindset, and tracking. Its solutions target insurers, telehealth, mHealth, healthcare providers, corporates, governments, and some of Asia’s largest telecommunications companies. Two-time Olympian, Jeremy Rolleston, has brought together a raft of fitness, nutrition and health experts including dual Olympians (Duncan Harvey, Ben St Lawrence and Johanna Lyle), together with Fay Hokulani, Nikki Torres and Jaclyn Reutens – to curate proven fitness programs and to create customized plans that users can follow to take control of their fitness, health and wellness. Their range of programs include: Lose Weight, Lean Fit & Toned, Diabetes Prevent, Post Baby, Running and more. The company is currently experiencing some delays in its launch with Active8me due to the COVID-19 lockdown restrictions.

		5.		On June 22, 2020, we announced that we are expanding our technology to capture measurements which we believe can assist doctors with providing cancer treatments to patients. We have developed an extension to its scanning technology into body surface area (“BSA”) calculation and other serial measurements, which we believe could assist with oncology therapy decisions and prevention measures. Specialist oncology physicians use BSA-based dosing as a useful way to mitigate patient size variation in medication regimens. Using BSA can help prescribers to dose more optimally to improve drug efficacy, minimize drug toxicity, and account for some changes in pharmacokinetics depending on patient factor. The ability to determine BSA accurately from a mobile device would be a significant step forward in assessing these calculations when working with cancer patients. We have been working on a number of new and innovative measurements to be included into our applications as we develop further use cases that we believe can dramatically impact existing and new business sectors in which we are working.

		6.	On June 15, 2020, we announced that we have reached an agreement with NuraLogix to develop itsFaceScantechnology with facial scanning capability and which provides a COVID-19 symptoms assessment. A formal Reseller Agreement was signed on August 21, 2020 and on June 3, 2021 the parties entered into a License and Services Agreement.

1			7.	In July 2020, we purchased a convertible note from our joint venture partner, BCT, which upon conversion can increase our interest in BCT up from 50% to 54% ownership. In addition, we earned additional licensing revenue of A0,000 and a further A9,711 in application development services performed by us. BCT provides technology to the life/health insurance sector.

		8.	On September 22, 2020, we entered into a Data Processing Agreement (the “NuraLogix Agreement”) with NuraLogix pursuant to which NuraLogix will process on its DeepAffex Engine certain physiological and physical data of our customers, including through the use of facial blood-flow transdermal optical imaging technology to capture the user’s blood pressure, heart rate, stress levels and emotion, to predict physiological and psychological effects. The NuraLogix Agreement contains certain provisions relating to NuraLogix’s’ requirements for the protection and storage of the Personal Data (as defined in the NuraLogix Agreement) and compliance of certain data protection regulations.

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1			9.	On October 14, 2020, we completed a A million capital raise to improve significantly our balance sheet position and to provide additional cash flow for operations for 12–18 months.

		10.	On September 28, 2020, we announced that we are developing a world-first, in-device Dual Energy X-ray absorptiometry (“DEXA”) imagery capability using AI and machine learning models that are able to mimic an individual’s medical images pertaining to body composition (including body fat percentage) via mobile device image capture. While the predicated medical images are not a 100% replacement of an actual medical scan, such as DEXA, the company’s images are highly correlated and representative of the actual DEXA scans performed on the medical imaging machine.

1			11.	On December 3, 2020, we announced that have reached an agreement to invest US million in Triage Technologies, Inc (“Triage”) over a 14-month period, subject to shareholder approval (US million in cash and US million in our Ordinary Shares), as part of a strategic plan to expand our service offering byDermaScan. The Company announced on April 19, 2021 that it had completed its due diligence on Triage and that all formal agreements had been concluded. 15. On May 11, 2021, the company entered into a binding Terms Sheet with e-Mersion Media (UK) Limited, a subsidiary of Melbourne based, e-Mersion Media Pty Ltd (“e-Mersion”), that will see e-Mersion’s interactive platform deliver AHI technology via their in-publication portal. The intention is to offer AHI technology for health and health related scans along with apparel sizing directly embedded into the e-Mersion partners digital magazines. e-Mersion will design relevant media within the partner publications, that will be a reader specific call to action pertaining to the publications target audience. An example of this would be a heart rate check with an adrenaline sport publication, such as motor racing or a clothing retailers advertisement having theBodyScanmeasurement capabilities available via the retailers catalogue directly on the device on which the consumer is seeing the clothing item.

1			12.	On May 19, 2021, the Company entered into a binding Terms Sheet with US based on device blood pathology company Jana Care Inc. (“Jana”). Subject to AHI completing due diligence to its satisfaction within 90 days of the signing of the Terms Sheet with Jana, AHI will have the right to invest a total of up to US,000,000 into Jana, comprising: (i) an option to invest US,000,000 in cash; and (ii) subject to shareholder approval, an option to invest up to US,000,000 in Jana in AHI ordinary shares or, if the offering is completed, in ADSs. If the Company does not secure shareholder approval for the US,000,000 share investment, it has the option to proceed with the investment in cash. In May 2021, AHI invested US0,000 in the current convertible note round being offered by Jana. AHI has a further right for a period of 3 years from the date of the first integrated product launch, to acquire a further 10% of Jana stock. AHI will be issued 1% of Jana for every US,000,000 in gross revenue to Jana under a contemplated revenue sharing arrangement. In the event AHI decides not to take up the investment in Jana, AHI will still retain the right to equity at a rate of 1% of Jana for every US million in gross revenue to Jana. No definitive agreements have been signed as of the date of this filing, however, subject to due diligence AHI and Jana intend to enter into the following definitive agreements - Commercial Agreement; a Software Development Kit, End User License Agreement; Support Agreement; Data Processing Agreement and Investment Agreement. Upon the integration of the Jana product into the AHI platform, the application will be calledHemaScan. The Company and Jana mutually agreed to extend the agreement through October 31, 2021. At this time no extension has been reached, however, the he parties are continuing to discuss a potential investment by AHI into Jana.

		13.	On May 31, 2021 the Company entered into a binding Terms Sheet with INTER-PSY B.V (“Inter-Psy”) pursuant to which AHI agrees to grant Inter-Psy the right to use AHI’s licensed SDKs and related intellectual property to integrate them into Inter-Psy existing platform/technology. No definitive agreements have been signed as of the date of this filing and the Company does not intend to generate revenue in the near term.

		14.	On June 10, 2021, the Company entered into a binding term sheet with Cubert Inc (“Cubert”) in order to grant Cubert the right to use AHI’s licensed SDKs and related intellectual property to integrate them into the Cubert platforms/technology. The new integrated functionality into Cubert’s FitTrack application will be called FitScan and will enable its users to privately check, track, accurately assess overall wellness and predict potential health risks -- all from their smartphone. AHI has a right to terminate the agreement if FitTrack fails to reach a minimum user number of 200,000 in the first 12 months from commercial launch. No definitive agreements have been signed as of the date of this filing and the Company does not expect to generate revenue in the near future.

Recent Developments

		●	David Tabb, the Company’s COO resigned from his position on June 23, 2021. The resignation was not based on any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

		●	On January 5, 2021, a Biomorphik (as described further herein) application launched, the second consumer-facing app to go live in Australia with our technology solutions embedded and the first app to provide users with Total Body Fat %.

1			●	In September 2021, Research & Development (“R&D”) funding of A0,000 was advanced to the company by R&D Capital Partners Pty Ltd to support our ongoing commitment to innovative research and development. The funding was an advance to the company of the predetermined government reimbursement which the company expects to receive from the Australian government R&D tax incentive. The government reimbursement is currently calculated at 43.5% of all eligible expenses contributing to the R&D for the company’s technology while the company's aggregated turnover is less than A million. Above that amount, the reimbursement is replaced with a non-refundable tax offset.

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Our Challenges

We face challenges, risks and uncertainties in realizing our business objectives and executing our strategies, including the following:

		●	We operate in a highly competitive industry, and if we are not able to compete effectively, our business and results of operations will be harmed.

		●	We may not reach the scale in our business or generate revenue to the level outlined in our business plan.

		●	We may be unable to successfully execute our growth initiatives, business strategies, or operating plans.

		●	If we fail to effectively manage our growth and organizational change, our business and results of operations could be harmed.

		●	If security measures in connection with our platforms and services are breached or unauthorized access to patient’s or client’s data is otherwise obtained, our solutions may be perceived as not being secure, clients may reduce the use of or stop using our software solutions, and we may incur significant liabilities.

		●	If we do not continue to innovate and provide services that are useful to customers and users, we may not remain competitive, and our revenue and results of operations could suffer.

		●	The recent global pandemic of COVID-19 could harm our business, results of operations, and financial condition.

		●	We rely on third-party providers for web services/cloud services, computing infrastructure, databases and other technology-related services needed to deliver our cloud solutions. Therefore, a change of contractual relationship with such third-party providers or disruption of the services provided by them could adversely affect our business and subject us to liability.

Please see “Risk Factors” and other information included in this prospectus for a more substantial discussion of these and other risks and uncertainties that we face.

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Corporate Information

Our registered office and our principal executive offices and headquarters are located at 71-73 South Perth Esplanade, Unit 5, South Perth, WA 6151, Australia and our phone number is +61 8 9316 9100. We maintain a corporate website at www.advancedhumanimaging.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus.

Corporate History and Structure

We were incorporated on October 1, 2014 as an Australian corporation under the name MyFiziq, Ltd. We listed our Ordinary Stock on the Australian Securities Exchange (ASX) in 2015. On March 5, 2021, we changed our name to Advanced Human Imaging Limited.

Implications of Our Being an “Emerging Growth Company”

As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in theJumpstart Our Business Startups Act of 2012, or the “JOBS Act”. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

		●	may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”;
1		●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

		●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to theSarbanes-Oxley Act of 2002;

		●	are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

		●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

		●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act; and

		●	will not be required to conduct an evaluation of our internal control over financial reporting.

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We intend to take advantage of all of these reduced reporting requirements and exemptions, with the exception of the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under theSecurities Act of 1933, as amended, herein referred to as the “Securities Act”, occurred, if we have more than US$1.07 billion in annual revenues, have more than US$700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than US$1 billion in principal amount of non-convertible debt over a three-year period.

Foreign Private Issuer Status

We are a foreign private issuer within the meaning of the rules under theSecurities Exchange Act of 1934, as amended the “Exchange Act”. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

		●	we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;
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2		●	for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;
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4		●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
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6		●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
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8		●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and
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10		●	we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

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THE OFFERING

1		Units offered by us		1,000,000 Units, assuming a public offering price of .00 per Unit, the midpoint of the initial public offering price range reflected on the cover page of this prospectus. Each Unit will consist of two ADSs and one Warrant to purchase one ADS. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The ADSs and Warrants are immediately separable and will be issued separately in this offering.
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3	Option to purchase additional Securities		The underwriters have an option for a period of 45 days from the date of this prospectus to purchase up to an additional 300,000 ADSs and/or up to an additional 150,000 Warrants to purchase up to 150,000 ADSs.
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5	Initial public offering price:		We estimate that the initial public offering price for theUnitswill be between US$10.00 and US$12.00 per Unit.
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7	Ordinary Shares outstanding before the offering:		136,920,871 Ordinary Shares.
8	Ordinary Shares to be outstanding after this offering, including shares underlying ADSs		152,920,871 Ordinary Shares (or 155,320,871 Ordinary Shares if the underwriters exercise their option to purchase an additional 300,000 ADSs and/or up to an additional 150,000 Warrants to purchase up to 150,000 ADSs).
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10	American Depositary Shares		Each ADS represents an assumed ADS-to-Ordinary Share ratio of 8-to-1 Ordinary Shares, no par value. As a holder of ADSs, we will not treat you as one of our shareholders. The depositary, through its custodian, will be the holder of the Ordinary Shares underlying the ADSs, and you will have the rights of a holder of ADSs or beneficial owner (as applicable) as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. You may surrender the ADSs to the depositary for cancellation to receive the Ordinary Shares underlying the ADSs. The depositary will charge you a fee for such a cancellation. We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold the ADSs. To better understand the terms of the ADSs, you should carefully read the section titled “Description of American Depositary Shares.” We also encourage you to read the deposit agreement, which is filed as an exhibit to the registration statement of which this prospectus forms a part.
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12	The Warrants		The Warrants will have a per ADS exercise price of US$ (which shall not be less than 105% of the initial public offering price per ADS), will be exercisable upon issuance and will expire three years from the date of issuance. Each Warrant is exercisable for one ADS, subject to adjustment in the event of a subdivision or combination, capital distribution or share dividend or similar events affecting our ordinary shares. A holder may not exercise any portion of a Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of our outstanding ordinary shares after exercise, as such ownership percentage is determined in accordance with the terms of the Warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. This prospectus also relates to the offering of the ADS issuable upon exercise of the Warrants. To better understand the terms of the Warrants, you should carefully read the section in this prospectus entitled “Description of Securities in this Offering.” You should also read the form of Warrant, which is filed as an exhibit to the registration statement that includes this prospectus.
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14	Depositary		The Bank of New York Mellon.
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16	Use of Proceeds		We estimate that the net proceeds from this offering will be approximately US$9,350,345 (or approximately US$10,868,345 if the underwriters’ option to purchase additional ADSs and/or Warrants is exercised in full), based upon an assumed initial public offering price of US$11.00 per Unit, the mid-point of the estimated range of the public offering price as set forth on the cover page of this prospectusand an assumed ADS-to-Ordinary Share ratio of 8-to-1, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Upon completion of the offering, the Company shall pay Ferghana Securities Inc or its assigns US$100,000, from the net proceeds of this offering and issue 284,000 Ordinary Shares for consulting services (based upon an assumed initial public offering price of US$11.00 per Unit, the mid-point of the estimated range of the public offering price as set forth on the cover page of this prospectusand an assumed ADS-to-Ordinary Share ratio of 8-to-1). We plan to use the net proceeds we receive from this offering primarily for research and product development of our current products and business development and marketing, with the remainder of the proceeds to be used for general corporate purposes, including, without limitation, investing in or acquiring companies that are synergistic with or complimentary to our technologies (including, without limitation, a potential investment in Jana), and working capital.

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