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Due diligence done and another acquisition affirmed as AHI comes firing out of halt
9 minute read
Advanced Human Imaging (ASX:AHI) is back trading today and it has come out of trading halt firing.
AHI has released two announcements in relation to completing due diligence on Triage and signing a binding Letter of Intention for the acquisition of Israeli based ‘Musculoskeletal Assessment’ company, Physimax Technologies Limited.
These announcements continue the company’s strong run this year.
No doubt, March was kind to AHI, trading as high as $2.17 early in the month and spiking again in late March when it went from $1.88 to $2.05.
At time of writing, AHI is currently trading at $1.99.
Its strong performance is in part due to the work it is doing in the way of new partnerships and product launches.
This year alone, AHI has signed a Binding Term Sheet with China based, Tinjoy Biotech Limited granting Tinjoy access and distribution rights to AHI’s CompleteScan platform, which will be integrated into Tinjoy’s “WinScan Digital Health Platform”. Tinjoy has a captive audience of over 28,000,000 consumers within China, and the WinScan offering has been specifically designed in its workflow to accommodate the partner and community needs it addresses.
The company has also signed a Joint Marketing and Expansion Agreement with Bearn LLC announced on 22 January 2021 and successfully launched its Biomorphik application.
AHI remains on track to IPO on the NASDAQ in the coming months, which will be facilitated by two new US based Board members Mr Edward Greissing Jr and Mrs Luisa Ingargiola.
Today’s announcements continue AHI’s momentum.
Due diligence done on Triage
AHI has completed all due diligence and entered into a binding technology license agreement and subscription agreement with Canadian based Triage Technologies Inc.
AHI is taking a strategic equity stake in Triage as it looks to integrate Triage AI health assistant technology into its CompleteScan offering.
AHI has agreed to invest a total of up to US$6M into Triage, being US$3M in cash and US$3M in AHI ordinary shares.
AHI has already invested US$600,000 in cash, with further payments over the following 14 months as set out below.
On or prior to 27 May 2021, AHI will:
- pay Triage US$400,000 in cash; and
- subject to Triage’s election (refer to “AHI Shares section below”), issue Triage US$1,000,000 worth of AHI Shares.
The remainder of the investment will be made in four further tranches of US$500,000 in cash and US$500,000 worth of AHI Shares will be made on call by Triage, with a minimum of 60 days between each tranche.
Speaking about the completion of its due diligence, AHI CEO Vlado Bosanac said, “It has been a pleasure working with Tory and the team at Triage over the last few months. We have now concluded the technology license allowing AHI global distribution of the Triage technology and simultaneously we have agreed to enter into an agreement to grant Triage the distribution rights to the CompleteScan platform. We will provide the shareholders with an update once this agreement has been signed.
“Over the past 3 months, we have received a number of expressions of interest in the Triage capabilities. Our teams have used this time to become acquainted with each other and the ways to integrate the combined offerings. DermaScan as it will be known in the AHI product suite, was of significant interest to Bearn as the rate of death in the US from Skin Cancers is as high as 2 people an hour. It is fundamental to the mortality rate that these conditions are diagnosed early. When diagnosed early enough the mortality rate drops below 10%.
“The MultiScan platform strategy that Advanced Human Imaging has developed will soon offer, BodyScan, FaceScan and DermaScan. Triage is a complimentary addition to the NuraLogix capabilities of Facial Scanning using Transdermal Optical Imaging. This also proved to be a very attractive and complementary addition to the deep suite of image captures that Advanced Human Imaging is releasing to the world.”
Health and cost benefits highlight Triage’s strengths
Triage has developed the world’s most advanced dermatological AI system which can accurately identify skin conditions from a photo in only seconds.
The technology was created using a proprietary database – the largest of its kind in the world and larger than those of IBM and Google combined.
Triage received a USA patent for its system in 2020, with further jurisdictions to follow.
Highlights of the engine and app include:
- identifies 588 skin conditions in the major 133 categories
- can identify all categories of skin cancers
- those 133 categories of skin conditions cover 99% of the global derma conditions market and has been built in consultation with leading academic institutions and dermatologists around the world.
- the Triage web application was released at the end of 2019 and has had over 175,000 people use the application over 600,000 times
- 12% of the initial user base are clinicians utilising this new tool to provide an improved standard of care. Triage is being used by individuals and clinicians in over 200 countries worldwide
- in a recent study in Canada conducted with 157 dermatologists, the Triage application beat 154 dermatologists and tied with 3 dermatologists in identifying various skin conditions including both benign and malignant skin lesions.
- benchmarking data for this study was originally published in the European Journal of Cancer.
Applications such as Triage are becoming critical in the care of health conditions with 1 in 5 Americans and 2 in 3 Australians expected to develop a skin cancer by the age of 70.
They are also crucial in mitigating health costs of skin disease issues.
- 85 Million Americans (i.e., 1 in 4 individuals of all ages) were seen by a physician for at least 1 skin disease in 2013.
- In 2013, skin disease resulted in direct healthcare costs of $75 billion and indirect lost opportunity costs of $11 billion.
- The costs and prevalence of skin disease are comparable with, or exceed, other diseases with significant public health concerns, such as cardiovascular disease and diabetes.
With early detection and intervention the 5-year survival rate for melanoma is 99% as stated by the US Skin Cancer Foundation.
Applications such as Triage and the implementation of teledermatology could help drive down numbers of sufferers as well as the costs of treatment.
Teledermatology works in that digital images of affected skin areas, typically captured with digital cameras or smartphones, are transmitted along with other medical information to a dermatologist who can remotely reviews the case and provide consultation on the diagnosis, work-up, treatment, and recommendations for follow-up.
Advanced Human Imaging and Triage intend to integrate the patented solutions to expand the capabilities of their image capture suites for the global market.
Under the terms of the technology license agreement, the companies expect to complete the integration of the Triage applications into the CompleteScan platform with the first demonstrable product expected to be made available in Q3 2021.
Today’s second announcement could also have wide ranging health and cost benefits.
Physimax acquisition on the table
AHI also announced today that it had signed of a LOI for the proposed acquisition of Israeli based Musculoskeletal Assessment (MSK) company Physimax Technologies Limited.
Physimax has developed and patented a revolutionary video-based objective solution that tracks and improves MSK wellness and performance by objective, data-driven analysis of musculoskeletal condition via video capture using a mobile device.
The technology automatically measures and scores mobility, stability, strength, and movement control according to evidence-based body movement patterns by real-time marker-less 2D/3D computer vision analysis (software-based, no wearables required), providing data-driven, population-specific, comparable scores, accompanied with actionable, personalized workout programs, designed, and delivered via the AI engine to the user.
Physimax has been chosen by top healthcare providers, elite sport organisations NFL, NBA, MLB and pro-soccer teams, D1 colleges, US Military units, and youth academies) and validated by top US academic institutes with proven impact in reducing injury risk and expenses.
This is currently a relatively high-level agreement, however the companies have agreed to execute a Binding Term Sheet by 19 April.
Should the acquisition proceed, AHI has agreed to acquire Physimax for a total consideration of US$6M through the issue of AHI shares, with pricing to be agreed.
AHI has also agreed to issue up to a further US$2M in AHI shares pursuant to an earn out arrangement to be shared with key employees on terms to be agreed.
While the company doesn’t expect any immediate material financial return, it does expect to start generating licence and other fees from the Physimax acquisition in the future.
“Physimax would be a welcome addition to the AHI MultiScan platform,” Bosanac said.
“The Physimax team has spent seven years developing, validating and commercialising the technology and has seen broad acceptance of the application worldwide with over 250,000 scans performed to date.
“The technology is being used in multiple facets of care and Musculoskeletal enhancement throughout the US, Europe and Asia. The use of the platform is well documented and used by the NBA, Clinicians, US Military and Universities around the world.
“With the on device 2D/3D capturing capabilities of the AHI patented system, we anticipate that, should the acquisition proceed, we will be working together as the best-in-class system whilst distributing this new capability worldwide.”
As with skin cancer, musculoskeletal conditions are on the rise and can impact health in various ways.
Musculoskeletal conditions comprise more than 150 conditions that affect the locomotor system of individuals. They range from those that arise suddenly and are short-lived, such as fractures, sprains, and strains, to lifelong conditions associated with ongoing functioning limitations and disability.
Musculoskeletal conditions are typically characterised by pain (often persistent) and limitations in mobility, dexterity, and overall level of functioning, reducing people’s ability to work. Musculoskeletal conditions include conditions that affect:
- joints, such as osteoarthritis, rheumatoid arthritis, psoriatic arthritis, gout, ankylosing spondylitis.
- bones, such as osteoporosis, osteopenia and associated fragility fractures, traumatic fractures.
- muscles, such as sarcopenia.
- the spine, such as back and neck pain.
- multiple body areas or systems, such as regional and widespread pain disorders and inflammatory diseases such as connective tissue diseases and vasculitis that have musculoskeletal manifestations, for example, systemic lupus erythematosus.
Physimax Machine Learning technology is commercially available for healthy individuals and patients undergoing rehabilitation through their smartphones, with 250,000 dynamic movement scans of the locomotion system already performed. Assessing a range from short-lived injuries to chronic lifelong conditions associated with ongoing functioning limitations and disability.
This would be another highly complementary acquisition for AHI.
“We will continue to identify opportunities of this kind that are complementary to the AHI offering, with a view to either a partnership, or when advantageous, acquisition,” Bosanac concluded.