[25-NSE] Advanced Health Intelligence Ltd. American Depositary Shares SEC Filing

Rhea-AI Filing Summary

On 5-Aug-2025 Vera Therapeutics (VERA) executed a new $200 million at-the-market (ATM) Sales Agreement with TD Securities (USA) LLC (TD Cowen). The facility allows Vera to issue Class A common stock from time to time on Nasdaq or through negotiated block trades, with TD Cowen acting as sales agent or principal.

Key terms: Vera may sell up to $200 million of shares; TD Cowen will receive up to 3.0 % of gross proceeds as commission; sales occur under shelf Registration Statement Form S-3 (File No. 333-282861) and a prospectus supplement dated 5-Aug-2025. Either party can terminate the agreement at will, and the company is under no obligation to issue shares.

The new agreement replaces and terminates the prior ATM program dated 3-Jun-2022. Cooley LLP provided a legality opinion (Exhibit 5.1). No financial results or guidance accompanied the filing. The arrangement enhances liquidity optionality but poses dilution risk if fully utilized.

Positive

• $200 million ATM facility provides substantial funding capacity without immediate dilution
• Flexible termination and no obligation to sell give management control over capital timing

Negative

• Potential dilution of up to $200 m (~33% of market cap) if fully utilized
• 3 % commission adds issuance cost, slightly reducing net proceeds

Insights

Financial Analyst

TL;DR: $200 m ATM gives Vera liquidity flexibility; dilution only if tapped; overall neutral-to-slightly positive.

The ATM program is material because it represents roughly one-third of Vera’s recent $600 m market cap, giving management a sizable, low-cost financing lever ahead of key clinical milestones. The 3 % commission is standard and the ability to terminate preserves flexibility. However, absent immediate issuance, the filing is capital-structure optionality rather than an actual fund-raise, so near-term valuation impact should be modest. Investors should monitor usage levels disclosed in future 10-Qs to gauge dilution.

Biotech Industry Specialist

TL;DR: Typical biotech move to fund pipeline; watch dilution versus trial progress.

Biotech issuers frequently employ ATM facilities to bridge financing between clinical catalysts. Vera’s lead asset, atacicept, is in late-stage IgAN trials; trial costs could accelerate cash burn, making this ATM a prudent safety net. Still, issuing shares during price weakness could be value-destructive. Timely data readouts that lift the share price would make use of the facility less dilutive. Strategically, the agreement signals management’s intent to avoid large discounted secondaries.

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

001-41089

Issuer:	Advanced Health Intelligence Ltd
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	71-73 South Perth Esplanade
	Unit 5
	South Perth	AUSTRALIA	6151
Telephone number:					+61 449 655 966

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

American Depositary Shares

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2025-08-05	By	Aravind Menon		Hearings Advisor
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much capital can Vera Therapeutics (VERA) raise under the new ATM program?

Up to $200 million of Class A common stock may be sold through TD Cowen.

What commission will TD Cowen receive for selling VERA shares?

TD Cowen is entitled to up to 3.0 % of the gross sales proceeds.

Does the agreement obligate Vera Therapeutics to issue shares?

No. The company is not obligated to sell any shares and may terminate the agreement at any time.

Why did Vera terminate its prior 2022 Sales Agreement?

The new 2025 Sales Agreement replaces and simultaneously terminates the June 3 2022 ATM facility with the same agent.

Under which SEC registration statement will the shares be sold?

Sales will occur under Form S-3 File No. 333-282861 and the prospectus supplement dated 5-Aug-2025.

What is the potential impact on existing shareholders?

If the full $200 m capacity is used, shareholders face dilution; actual impact depends on issuance volume and price.