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 OF 

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2022

Commission File Number: 001-41089

Advanced Human Imaging Limited 

(Translation of registrant’s name into English)

71-73 South Perth Esplanade, Unit 5 

South Perth, WA 6151 

Australia 

(Address of principal executive offices)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibits 99.1 and 99.2 to this Report on Form 6-K are copies of the press releases of Advanced Human Imaging Limited, dated December 1, 2022: Advanced Human Imaging Announces New Appointments, and wellteq Acquisition Update – Final Canadian Court Order Obtained.

99.1	Press release dated December 1, 2022
99.2	Press release dated December 1, 2022

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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.

	ADVANCED HUMAN IMAGING LIMITED
Date: December 1, 2022	By:	/s/ Scott Montgomery
		Name:	Scott Montgomery
		Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

ASX Announcement December 1^st, 2022  

Advanced Human Imaging Announces New Appointments

● Scott Montgomery joins AHI as CEO and Executive Director

● AHI Co-Founder Dr Katherine Iscoe steps down and remains on the board as an Executive Director

● Former Chairman of Wellteq Digital Health Inc, Dr Peter Vaughan, joins the AHI Board as Non-Executive Director.

PERTH, Australia, December 1, 2022 -- Advanced Human Imaging Ltd (ASX: “AHI”) (NASDAQ: “AHI”) announced today that the former CEO of wellteq Digital Health Inc (“wellteq”) Scott Montgomery has been appointed Chief Executive Officer of AHI. Additionally, Dr. Katherine Iscoe, Ph.D., Co-Founder, has stepped down from her role as CEO and will remain in a full-time role and on the board as executive director. Additionally, the former Chairman of wellteq, Dr Peter Vaughan CM, MD, will join the Board of AHI as a non-executive director.

Mr Montgomery co-founded the wellteq group of companies in October 2013 and has served as CEO, President, and Director since incorporation. Mr Montgomery’s background is well positioned in the healthcare sector with over 20 years of industry experience around the world, both as a founder and director of public and private companies.

“My three professional passions are people, business and healthcare and I’ve passionately built my career leading teams incorporating these three elements for two decades. Digital health solutions are experiencing increased demand worldwide, so I am incredibly enthusiastic about leading such an innovative health technology as Advanced Human Imaging at this time as its CEO,” said Mr Montgomery. “AHI’s solutions are unique, being able to conduct a biometric health risk assessment and triage people into telehealth networks using just a smart phone is a major step-change towards offering equitably affordable and accessible healthcare services. Our team is freshly energised integrating technologies from two recent acquisitions and as a group we are all focused on deploying this new technology for fast-growing global market share.”

Dr. Peter Vaughan, former wellteq chairman is also appointed to the Board of Directors for AHI. Dr Vaughan has an extensive history in healthcare, corporate and politics recognized by his appointment to the Order of Canada “for his contributions to Canada’s health care system, and for his pioneering leadership in the establishment and advancement of digital health”. Prior to this he has also held positions as the former Deputy Minister of Health and Wellness, Province of Nova Scotia, an emergency, and family physician and RCAF Flight Surgeon, he also serves as Board Chair of Canada Health Infoway and Chair of the Finance and Audit Committee, Treasurer and Board member of the SCAN-H at the University of Windsor Odette School of Business.

AHI is working to finalise an executive services agreement with Mr Montgomery, and the material terms of Mr Montgomery’s employment will be released to the market as required by Listing Rule 3.16.4 once agreed and executed (expected to be later this week).

Vlado Bosanac said, “with the support of the AHI board, it has been an exciting year for the company as we have implemented a growth and acquisitions strategy, which wellteq is the culmination of. AHI has expanded its capabilities and team to have a truly ubiquitous solution with a global footprint and over 50 strong team. 2023 will see AHI release a unique healthcare solution that offers Body dimension and composition assessment, Digital Blood biomarker prediction, including HbA1C, HDL, LDL, and 10-year mortality risk. FaceScan using Transdermal Optical Imaging to return vital signs and cardiovascular disease risk estimates. DermaScan, on-device dermatological skin identification with over 588 skin conditions across 133 categories bringing forth the next frontier in digitizing healthcare with a suite of componentized solutions. Personalized therapeutic and non-therapeutic health coaching to improve daily habits and build health literacy.

Advanced Human Imaging Ltd
ACN 602 111 115
Postal Address: PO Box 190, South Perth WA 6951
Email: investors@ahi.tech 1

ASX Announcement December 1^st, 2022  

About Advanced Human Imaging Ltd.

AHI delivers scalable health assessment, risk stratification and digital triage to healthcare providers, insurers, employers, and government agencies. Since 2014, AHI has been delivering Health-tech innovation using smartphones, starting with the world’s first on-device body dimensioning capability. AHI has developed and been issued global patents in all major markets, securing and bringing forth the next frontier in digitizing healthcare with a suite of componentized solutions.

AHI has assembled a world-class team of machine learning, AI, and computer vision experts along with medically trained data scientists to develop the world’s most comprehensive mobile-phone-based risk assessment tool.

With a focus on impact at scale, AHI is proud to showcase this milestone in digital healthcare transformation, delivering a biometrically driven triage solution, all accessible on and via a smartphone. With these advanced technologies, AHI helps its partners escalate patients into right-care pathways for proactive health management at a population scale.

This delivery of proprietary capabilities ushers forth an era of cost-effective health accessibility for billions of smartphone users worldwide. In doing so, AHI endeavours to put the power of possibilities in the hands of global communities, empowering people to take control of their journey to better health outcomes.

This announcement has been approved by the Chairman of the Board for release.

For more information on Advanced Human Imaging, go to http://www.ahi.tech

Forward-Looking Statements

This press release contains certain forward-looking statements, including those relating to the regarding the use of proceeds and other statements that are predictive in nature. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, ‘expect,’ ‘anticipate,’ ‘intend,’ ‘plan,’ ‘believe,’ ‘estimate,’ ‘potential,’ ‘predict,’ ‘project,’ ‘should,’ ‘would’ and similar expressions and the negatives of those terms. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this presentation. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s filings with the Securities and Exchange Commission, including its registration statement on Form F-1, as amended from time to time, under the caption ‘Risk Factors.’

For more information, contact:

Vlado Bosanac Co-Founder / Head of Strategy Advanced Human Imaging Ltd E: admin@ahi.tech Simon Durack Company Secretary & CFO Advanced Human Imaging Ltd E: admin@ahi.tech

Advanced Human Imaging Ltd
ACN 602 111 115
Postal Address: PO Box 190, South Perth WA 6951
Email: investors@ahi.tech 2

EX-99.2

Exhibit 99.2

ASX Announcement 1 December 2022   

wellteq Acquisition Update – Final Canadian

Court Order Obtained

Advanced Human Imaging Ltd (ASX, NASDAQ: AHI) (AHI) refers shareholders to its announcement dated 2 September 2022 with respect to its proposed acquisition of wellteq Digital Health Inc (CSE:WTEQ) (OTCQB: WTEQF) (wellteq) by way of a plan of arrangement under the Business Corporations Act (British Columbia) (Transaction).

AHI is pleased to announce that wellteq has obtained the final order of the Supreme Court of British Columbia, Canada, on 30 November 2022 approving the Transaction (Final Order).

Closing of the Transaction is expected to occur in early December 2022, subject to the satisfaction of other customary conditions.

Further information with respect to wellteq, the Final Order and the Transaction are set out in the wellteq press release that is attached to this announcement.

This announcement has been approved by the Board of Advanced Human Imaging Ltd.

For more information contact:

Simon Durack Company Secretary & CFO Advanced Human Imaging Ltd E: investors@ahi.tech Vlado Bosanac Head of Strategy Advanced Human Imaging Ltd E: investors@ahi.tech

For more information please visit: https://www.ahi.tech/

Advanced Human Imaging Ltd

ACN 602 111 115

Postal Address: PO Box 190, South Perth WA 6951

Email: investors@ahi.tech

wellteq Digital Health Inc. Announces Court Approval of Plan of Arrangement with Advanced Human Imaging

Vancouver, British Columbia--(Newsfile Corp. - November 30, 2022) - wellteq Digital Health Inc. (CSE: WTEQ) (OTCQB: WTEQF), (the “Company” or “wellteq”), announced today that it has obtained a final order of the Supreme Court of British Columbia approving the plan of arrangement (the “Plan of Arrangement”) with Advanced Human Imaging Ltd (ASX: AHI) (NASDAQ: AHI) (“AHI”), whereby AHI will acquire all of the outstanding shares of wellteq (the “Transaction”). As announced in its news release dated November 24, 2022, the Plan of Arrangement had previously been approved by the shareholders of wellteq (“wellteq Shareholders”) at a special meeting of the wellteq Shareholders held on November 24, 2022 (the “Meeting”). As previously announced, under the terms of the Plan of Arrangement, wellteq Shareholders will receive one ordinary share of AHI (a “Consideration Share”) for every six wellteq common shares (a “wellteq Share”) held.

Registered wellteq Shareholders are reminded to complete, sign and return the letter of transmittal provided with the materials for the Meeting, together with the certificate(s) / DRS advice(s) representing their wellteq Shares as indicated in the letter of transmittal. Non-registered or beneficial wellteq Shareholders who hold their shares through a broker, investment dealer, nominee or other intermediary or depository (an “Intermediary”) should contact their Intermediary for instructions and assistance in depositing their wellteq Shares and receiving their Consideration Shares, and to confirm if their Intermediary has made arrangements for their Consideration Shares to be deposited into CHESS.

Closing of the Transaction is expected to occur in early December 2022, subject to the satisfaction of customary conditions. Following completion of the Transaction, wellteq intends to apply to have the wellteq Shares delisted from the Canadian Securities Exchange and to cease to be a reporting issuer. Additional information regarding the terms of the Transaction and the Plan of Arrangement are set forth in wellteq’s management information circular dated October 24, 2022, wellteq’s news releases dated September 2, 2022 and November 24, 2022 and the arrangement agreement between wellteq and AHI dated September 2, 2022, copies of which are available under wellteq’s profile at www.sedar.com.

About Advanced Human Imaging Ltd

AHI delivers scalable health assessment, risk stratification and digital triage to healthcare providers, insurers, employers and government agencies. Since 2014, AHI has been delivering Health-tech innovation using smartphones, starting with the world’s first on-device body dimensioning capability. AHI has developed and been issued global patents in all major markets, securing and bringing forth the next frontier in digitizing healthcare with a suite of componentized solutions.

AHI has assembled a world-class team of machine learning, AI, and computer vision experts along with medically trained data scientists to develop the world’s most comprehensive mobile-phone-based risk assessment tool culminating in: body dimension and composition assessment; Digital Blood biomarker prediction, including HbA1C, HDL, LDL, and 10-year mortality risk; FaceScan using Transdermal Optical Imaging to return vital signs and cardiovascular disease risk estimates; DermaScan, on-device dermatological skin identification with over 588 skin conditions across 133 categories (inc. melanoma); and personalized therapeutic and non-therapeutic health coaching to improve daily habits and build health literacy.

With a focus on impact at scale, AHI is proud to showcase this milestone in digital healthcare transformation, delivering a biometrically driven triage solution, all accessible on and via a smartphone. With these advanced technologies, AHI helps its partners escalate patients into right-care pathways for proactive health management at a population scale.

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This delivery of proprietary capabilities ushers forth an era of cost-effective health accessibility for billions of smartphone users worldwide. In doing so, AHI endeavors to put the power of possibilities in the hands of global communities, empowering people to take control of their journey to better health outcomes.

For more information on Advanced Human Imaging go to http://www.ahi.tech

About wellteq Digital Health Inc.

wellteq, incorporated under the laws of the Province of British Columbia, Canada, is a global digital health provider, empowering people to be healthier and happier by coaching lasting behaviour change by delivering a digital health platform to employers and insurance corporate customers, who in turn offer it to their employees and policy holders, respectively. wellteq provides the supportive behavioural change that coaches people through lifestyle improvements. wellteq brings together a team of real people, connected by a shared purpose: to coach the world to better health. To learn more, visit http://www.wellteq.co.

For more information, please contact:

Scott Montgomery, CEO of wellteq Digital Health Inc. at (604) 639-4529.

Cautionary Note Regarding Forward-Looking Statements:

This news release contains information or statements that constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward- looking statements. Forward-looking statements are statements that are not historical facts and are, but not always, identified by words such as “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking information may include, without limitation, statements regarding the Transaction and the proposed Plan of Arrangement and Arrangement Agreement, the ability of the parties to satisfy the conditions to closing of the Transaction, the anticipated timing of the completion of the Transaction, operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies, and outlook of wellteq, and includes statements about, among other things, future developments and the future operations, strengths, and strategies of wellteq. Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes.

These statements should not be read as guarantees of future performance or results.

The forward-looking statements made in this news release are based on management’s assumptions and analysis and other factors that may be drawn upon by management to form conclusions and make forecasts or projections, including management’s experience and assessments of historical trends, current conditions and expected future developments. Although management believes that these assumptions, analyses, and assessments are reasonable at the time the statements contained in this news release are made, actual results may differ materially from those projected in any forward- looking statements. Examples of risks and factors that could cause actual results to materially differ from forward-looking statements may include: the timing and unpredictability of regulatory actions; regulatory, legislative, legal or other developments with respect to its operations or business; limited marketing and sales capabilities; early stage of the industry and product development; limited products; reliance on third parties; unfavourable publicity or consumer perception; general economic conditions and financial markets; the impact of increasing competition; the loss of key management personnel; capital requirements and liquidity; access to capital; the timing and amount of capital expenditures; the impact of COVID-19; shifts in the demand for wellteq’s products and the size of the market; patent lawreform; patent litigation and intellectual property; conflicts of interest; and general market and economic conditions. Closing of the acquisition of wellteq by AHI remains subject to a number of conditions.

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The forward-looking information contained in this news release represents the expectations of wellteq as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. wellteq undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.

The CSE has neither approved nor disapproved the contents of this news release.

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/146309

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