Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
26 Junio 2023 - 3:15PM
Edgar (US Regulatory)
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 June 2023
Commission
File Number: 001-41089
Advanced
Health Intelligence Ltd
(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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
As previously disclosed, on June 24, 2022, Advanced Health Intelligence Ltd (the “Company”) received a deficiency notification
letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not
in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) because the bid price for the Company’s American Depositary
Shares (ADSs) had closed below $1.00 per share for the previous 33 consecutive business days. As a result, and in accordance with Nasdaq
Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days from the date of such notice, or until December 21, 2022, to regain
compliance with the minimum bid price requirement. On December 22, 2022, the Company received notification from Nasdaq indicating that
the Company had been granted a further 180 days or until June 19, 2023, to regain compliance, following the Company’s application
for extension.
On June 20, 2023, the Company received a determination letter from Nasdaq stating that the Company has not regained compliance with the
Rule and thus its securities will be delisted from Nasdaq, in which case trading of its securities will be suspended at the opening of
business on June 29, 2023. However, the Company has appealed Nasdaq’s determination to a hearings panel (the “Panel”),
pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The hearing is scheduled for August 17, 2023. Accordingly,
the delisting action referenced in Nasdaq’s determination letter has been stayed, pending a final written decision by the Panel.
To regain compliance with the Rule, the Company intends to take the necessary steps to immediately effect a ratio change of the ADSs to
its non-traded ordinary shares from the current ratio of one (1) ADS representing seven (7) ordinary shares to a new ratio which will
have the same effect as a reverse split of the existing ADSs. At the Panel hearing, the Company intends to present a plan to regain compliance
with the Rule. Once the ratio change has taken effect, the ADSs must trade at or above $1.00 for ten consecutive business days for the
Company to regain compliance with the bid price rule.
While
we believe effectuating the ratio change will lead to our regaining compliance, there can be no assurance that the Company’s plan
will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq listing requirements,
or that a Panel will stay the suspension of the Company’s securities. If the Company’s securities are delisted from Nasdaq,
it could be more difficult to buy or sell the Company’s ADSs or to obtain accurate quotations, and the price of the ADSs could
suffer a material decline. Delisting could also impair the Company’s ability to raise capital and/or trigger defaults and penalties
under outstanding agreements or securities of the Company.
This
Form 6-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) that the Company publicly disclose the Nasdaq’s determination
within four (4) business days after the date of the determination letter.
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 HEALTH INTELLIGENCE LTD |
|
|
|
Date: June 26, 2023 |
By: |
/s/ Scott
Montgomery |
|
|
Name: |
Scott Montgomery |
|
|
Title: |
Chief Executive Officer |
2
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