ADVB 10-Q
Advanced Biomed Inc. (ADVB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s): | Name of Each Exchange on Which Registered: | ||
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of December 31, 2025, Advanced Biomed Inc had
ADVANCED BIOMED INC
FORM 10-Q
TABLE OF CONTENTS
i
Forward-Looking Statements
The following discussion and analysis of our financial condition, results of operations and notes to the unaudited interim condensed consolidated financial statements included herein contains forward-looking statements that reflect our plans, beliefs, expectations and current views with respect to, among other things, future events and financial performance. Our actual results could differ materially from the forward-looking statements included herein. Statements regarding our future and projections relating to revenue, cost of sales, expenses, costs, income (loss), and potential growth opportunities are typical of such statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” in our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 8, 2025.
The following contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. The forward-looking statements appear in a number of places in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “is/are likely to,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “continue” and “ongoing,” or the negative of these terms or other comparable terminology intended to identify statements about the future. The forward-looking statements and opinions are based upon current expectations and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so except as required by applicable laws.
ii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ADVANCED BIOMED INC
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| As of December 31, 2025 | As of June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Due from discontinued operations | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Other non-current assets | ||||||||
| Other assets from discontinued operations | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable, accruals, and other current liabilities (including amount due to related parties – major stockholders as of December 31, 2025 and June 30, 2025, with $ | ||||||||
| Lease payable - current | ||||||||
| Current liabilities from discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Amount due to related parties – non-current | ||||||||
| Lease payable – non-current | ||||||||
| Non-current liabilities from discontinued operations | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Common stock $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| * |
| (1) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
1
ADVANCED BIOMED INC
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
| For the three-month periods ended December 31, | For the six-month periods ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Gain on disposal of subsidiaries | ||||||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Income (loss) before tax expense | ( | ) | ( | ) | ||||||||||||
| Income tax expense | ||||||||||||||||
| Income (loss) from continuing operations | ( | ) | ( | ) | ||||||||||||
| Loss from discontinued operation (net of tax) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) for the period | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income | ||||||||||||||||
| Foreign currency translation (loss) gain, net of taxes | ( | ) | ( | ) | ||||||||||||
| Total comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Income (loss) per share: | ||||||||||||||||
| continuing operations, basic and diluted* | ( | ) | ( | ) | ||||||||||||
| discontinued operations, basic and diluted* | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total basic and diluted* | ( | ) | ( | ) | ||||||||||||
| Weighted average number of shares of common stock in computing net loss per share | ||||||||||||||||
| basic and diluted* | ||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
2
ADVANCED BIOMED INC
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Common stock | Additional | Accumulated other | ||||||||||||||||||||||
| No. of shares* | Amount* | paid- in capital* | comprehensive income | Accumulated deficit | Total | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||
| Balance as of July 1, 2024 | ( | ) | ||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ||||||||||||||||||||||
| Balance as of July 1, 2025 | ( | ) | ||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Adjustments in relation to deconsolidation of subsidiary | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2025 | ( | ) | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
3
ADVANCED BIOMED INC
UNAUDITED INTEIRM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net income (loss) | ( | ) | ||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Net income (loss) from continuing operations | ( | ) | ||||||
| Adjustment: | ||||||||
| Depreciation and amortization | ||||||||
| Net loss from disposal of equipment | ||||||||
| Gain from disposal of subsidiaries | ( | ) | ||||||
| Interest income | ( | ) | ( | ) | ||||
| Changes in operating assets: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable, accruals and other current liabilities | ( | ) | ||||||
| Lease obligations, net cash | ||||||||
| Other non-current assets | ||||||||
| Interest received | ||||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities from continuing operations | ( | ) | ( | ) | ||||
| Cash used in investing activities | ( | ) | ( | ) | ||||
| Payment of deferred initial public offering costs | ( | ) | ||||||
| Repayments to related parties – major stockholders | ( | ) | ( | ) | ||||
| Proceeds from related parties – related corporations | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE ON CASH FROM CONTINUING OPERATIONS | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE ON CASH FROM DISCONTINUED OPERATIONS | ||||||||
| Net change in cash, including cash from discontinued operations | ( | ) | ||||||
| Cash, including cash from discontinued operations - beginning of period | ||||||||
| Cash, including cash from discontinued operations - end of period | ||||||||
| Less cash from discontinued operations | ||||||||
| Cash from continuing operations, end of period | ||||||||
| Supplementary Cash Flow Information: | ||||||||
| Cash received for interest | ||||||||
| Cash paid for taxes | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
4
ADVANCED BIOMED INC
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
On July 16, 2021, Advanced Biomed Inc. (the “Company”) was incorporated in the State of Nevada, as an investment holding company. The Company’s principal executive offices are located in Tainan City, Taiwan. The Company has no substantive operations and assets. It is holding Company that holds all of the issued and outstanding shares of Advanced Biomed HK Limited and Advanced Biomed Inc. (Taiwan).
On March 7, 2025, the Company announced the closing
of its initial public offering (the “Offering”) of
| (1) | Establishment of Advanced Biomed HK Limited |
On August 10, 2021, the Company incorporated a wholly owned subsidiary, Advanced Biomed HK Limited, in Hong Kong to facilitate market development and commercialization of the Company’s oncology products for sale and distribution in the People’s Republic of China (the “PRC”).
| (2) | Acquisition of Shanghai Sglcell Biotech Co., Ltd. and its subsidiaries |
On January 1, 2022, Advanced Biomed HK Limited
acquired
Shanghai Sglcell Biotech Co., Ltd. owns
On June 8, 2023, Shanghai Sglcell Biotech Co.,
Ltd. transferred its wholly owned subsidiary, Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co.,
Ltd., to independent third-party individuals at aggregate consideration of CNY
On June 9, 2023, Shandong Sglcell Biotech Co.,
Ltd., the wholly owned subsidiary of Shanghai Sglcell Biotech Co., Ltd., was transferred to independent third-party individuals at
| (3) | Subsidiary established under Advanced Biomed HK Limited |
Advanced Biomed HK Limited incorporated a wholly owned subsidiary, Sglcell (Huangshan) Biotech Co., Ltd., in the PRC on March 4, 2022; it was established for the expected future manufacturing of medical devices in the PRC.
On June 15, 2023, Sglcell (Huangshan) Biotech
Co., Ltd., the wholly owned subsidiary of Advanced Biomed HK Limited, was transferred to an independent third-party corporation at zero
consideration without any other obligations arising from the transfers. Sglcell (Huangshan) Biotech Co., Ltd. has been dormant since its
incorporation date from March 4, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration
is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May
31, 2023, as of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., was
5
| (4) | Reorganization of Advanced Biomed Inc. (Taiwan) |
Advanced Biomed Inc. (Taiwan) was established in Taiwan on September 1, 2014. It is primarily focused on mainly operates as a research and development of new center for technologies in the field of oncology to help efficiently and cost-effectively identify and diagnose cancer cells.
On date of incorporation,
The Share Exchange
Pursuant to a share exchange agreement (the “Agreement”)
dated July 11, 2022, Dr. Yi Lu and Chen-Yi Lee transferred their respective shares in Advanced Biomed Inc. (Taiwan) at the time of the
Agreement, representing in aggregate
Subsequently, on October 24, 2022, the Company
issued
Upon completion of the reorganization, Dr. Yi
Lu’s percentage of ownerships of the Company became
On November 7, 2022, the Company obtained the approval of the Investment Commission of the Ministry of Economic Affairs (“Taiwan Investment Commission”) for the reorganization, and the issuance number of which is “經審一字第11100116890號”. Additionally, the Bureau of Economic Development of Tainan City Government has also approved the reorganization in accordance with the Taiwan Company Act on December 26, 2022.
Pursuant to this reorganization, the Company determined that Advanced Biomed Inc. (Taiwan) is the predecessor entity as the Company is an investment holding company with no business activities carried out and all of the business of Advanced Biomed Inc. (Taiwan) acquired formed substantially all of the business of the Company under Rule 405 of Regulation C. To reflect the real economic substance of the Company’s business under the reorganization, the accompanying consolidated financial statements were prepared assuming that the share exchange transaction, as disclosed above has been completed, and the Company exercises control of Advanced Biomed Inc. (Taiwan). The transaction detailed above has been accounted for as reverse takeover and recapitalization of the Company; whereby the Company (the legal acquirer) is considered the accounting acquiree, and Advanced Biomed Inc. (Taiwan)(the legal acquiree) is considered as the accounting acquirer. This transaction is deemed to be a continuation of the business of Advanced Biomed Inc. (Taiwan); therefore, no goodwill has been recorded for this transaction, and the Company’s historical financial information prior to the date of the recapitalization transaction is that of Advanced Biomed Inc. (Taiwan) and historical changes in stockholders’ deficit and its results of operations have been presented from the beginning of the first period presented. The above-mentioned equity is before the stock split on May 16, 2023.
On December 23, 2025, the Company entered into
an agreement (the “Agreement”) with an unrelated third party, Wei Ha Hui (the “Buyer”), pursuant to which the
Company agreed to sell
6
The Company and its subsidiaries are in the table as follows:
| Percentage of effective ownership | ||||||||||||||
| Name | Date of Incorporation | December 31, 2025 | June 30, 2025 | Place of incorporation | Principal Activities | |||||||||
| Advanced Biomed Inc. | ||||||||||||||
| Advanced Biomed Inc. (Taiwan) | % | % | ||||||||||||
| Advanced Biomed HK Limited | - | % | % | |||||||||||
| Shanghai Sglcell Biotech Co., Ltd. | - | % | % | |||||||||||
The accompanying unaudited interim condensed consolidated financial statements are presented assuming that the Company was in existence at the beginning of the first period presented.
2. LIQUIDITY AND GOING CONCERN
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability to develop, register and obtain regulatory approval for commercial sell of its products to generate positive operating cash flows.
To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:
| ● | raise additional capital; and |
| ● | cash generated from upcoming operations; and |
| ● | financial support from the Company’s related party and stockholders as well as third parties. |
The Company certain related parties have waived
off the amount due to them as of June 30, 2024, which amounted to $
On June 6, 2025, the Company entered into a purchase
agreement (the “ELOC Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor” or “Selling
Stockholder”), pursuant to which the Company have the right to issue and sell to the Investor, from time to time as provided therein,
and the Investor is obligated to purchase from us, up to Twenty-Five Million United States Dollars ($
7
However, for the six-month period ended December
31, 2025, although the Company reported net income of $
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the Company’s unaudited interim condensed consolidated financial statement. The unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended June 30, 2025 included in the other place of the Company’s annual report on Form 10-K.
(b) Consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation.
Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s unaudited interim condensed consolidated financial statements. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with the business combination are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in the unaudited interim condensed consolidated statements of operations.
When the Company determines that assets acquired do not meet the definition of a business under the acquisition method of accounting, acquired assets is expensed, no goodwill is recorded, and any contingent consideration is recognized only when it becomes payable or is paid.
(c) Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to useful lives for equipment and intangible assets, assumptions used in assessing right of use assets, impairment of long-lived assets, and uncertain tax position. Actual results could vary from the estimates and assumptions that were used.
(d) Stock split and reverse share split
On May 16, 2023, the Company effected a forward
share split of all issued and outstanding shares of
8
On October 15, 2024, the Company effected the
reverse share split of all issued and outstanding shares of
(e) Risks and uncertainties
The main operations of the Company are located in Taiwan and mainland China. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Taiwan and mainland China, as well as by the general state of the economy in these two countries. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in these two countries.
The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.
(f) Foreign currency translation and transaction and convenience translation
The accompanying unaudited interim condensed consolidated financial statements are presented in the US Dollar (“US$”), which is the reporting currency of the Company. The functional currency of the Company is the US$. Advanced Biomed Inc. (Taiwan) use New Taiwan dollar (“NT$”) as its functional currency. Advanced Biomed HK Limited uses US$, and Shanghai Sglcell Biotech Co., Ltd. uses Chinese Yuan (“CNY”), as their functional currencies, respectively.
Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Translation gains and losses are recognized in the consolidated statements of operations and comprehensive loss as other comprehensive income or loss. Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the exchange rate prevailing on the transaction date. The cumulative gain or loss from foreign currency transactions is reflected in the unaudited interim condensed consolidated statements of operations and comprehensive loss as other income (other expense).
The value of foreign currencies including, the
NT$, CNY and HKD, may fluctuate against the US Dollar. Any significant variations of the aforementioned currencies relative to the US
Dollar may materially affect the Company’s financial condition in terms of reporting in US Dollar.
| As of December 31, 2025 | As of June 30, 2025 | |||||||
| Period end US$:NT$ exchange rate | ||||||||
| Period end US$:CNY exchange rate | ||||||||
| Period end US$:HKD exchange rate | ||||||||
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Period average US$:NT$ exchange rate | ||||||||
| Period average US$:CNY exchange rate | ||||||||
| Period average US$:HKD exchange rate | ||||||||
(g) Fair value measurement
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
9
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. |
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Cash, other current assets, leases payable, accounts payables, accruals and other current liabilities are financial assets and liabilities. Cash, other current assets, accounts payable, accruals and other current liabilities are subject to fair value measurement; however, because of their being short term in nature management believes their carrying values approximate their fair value. Financial instruments are fair value financial assets that are marked to fair value and are accounted for under as Level 3 under the above hierarchy. The Company accounts for lease payables at amortized cost and has elected NOT to account for them under the fair value hierarchy.
(h) Related parties
We adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions for the six-month periods ended December 31, 2025 and 2024.
(i) Cash
Cash consists of bank deposit, the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. Deposits are held at highly liquid and well capitalized financial institutions. Risk of loss is not expected by management.
(j) Intangible assets, net
The Company’s intangible assets are stated at cost less accumulated amortization and impairment, if any, and amortized on a straight-line basis over the estimated useful lives of the assets.
| Category | Estimated useful lives | |
| Software | ||
| Patents |
Software represents purchased software and is
amortized straight-line over the Company’s estimates to generate economic benefits from such software, generally
10
Patents represent the estimated fair value assigned
to finite-lived intangible assets acquired in a transaction that is accounted for as an acquisition of assets rather than a business combination
are initially recognized in accordance with other application GAAP. Any consideration transferred in excess of the fair value of the assets
acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computed using the straight-line method over
the estimated useful lives of the respective finite-lived intangible assets, generally
(k) Equipment, net
Equipment, net are stated at cost less accumulated
depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents
the purchase price of the asset and other costs incurred to bring the asset into its intended use.
| Category | Estimated useful lives | |
| Lab equipment | ||
| Computer equipment | ||
| Furniture and fixtures | ||
| Leasehold improvements |
Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the unaudited interim condensed consolidated statements of operations and comprehensive loss.
(l) Deferred Initial Public Offering (“IPO”) costs
The Company complies with the requirement of the
ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Initial public
offering expense directly attributable to offering of securities are deferred and would be charged against the gross proceeds of the offering,
as a reduction in share capital. These deferred expenses mainly consist of underwriting, legal and other expenses incurred through the
balance sheet date that are directly related to the intended IPO. As of June 30, 2024, the Company capitalized US$
(m) Impairment of long-lived assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows.
(n) Commitments and contingencies
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
11
(o) Research and development expenses
Research and development expenses include costs directly attributable to the conduct of research and development programs, including licensing fees, cost of salaries, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including clinical trials, manufacturing costs and professional services. All costs associated with research and developments are expensed as incurred.
Hence, the Company incurred its research and development cost during the six-month periods ended December 31, 2025 and 2024, which is in compliance under ASC 730-10-25.
(p) General and administrative expenses
General and administrative expenses mainly consist of staff cost, depreciation, office supplies and upkeep expenses, travelling and entertainment, legal and professional fees, property and related expenses, other miscellaneous administrative expenses.
(q) Operating leases
Prior to the adoption of ASC 842 on January 1, 2019:
Leases, mainly leases of factory buildings, offices and employee dormitories, where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. The Company had no finance leases for any of the periods stated herein.
Upon and hereafter the adoption of ASC 842 on January 1, 2019:
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s unaudited interim condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.
12
(r) Income Taxes
The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain.
Under ASC 740, a tax position is recognized as
a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not
that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical
merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount
of benefits recognized in the financial statements.
Valuation of Deferred Tax Assets
A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company’s projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction. In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results in the period such determination was made.
(s) Loss per share
Loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
(t) Segment Reporting
FASB ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.
The Company’s CODM has been identified as
the CEO, who reviews results when making decisions about allocating resources and assessing the performance of the Company. For the six-month
periods ended December 31, 2025 and 2024, the CODM reviewed the consolidated results when making decisions about allocating resources
and assessing performance of the Company as a whole, and the Company has only
13
(u) Recent accounting pronouncements
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Award. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company believes the future adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These issues to remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of operations and comprehensive loss and unaudited interim condensed consolidated statements of cash flows.
14
NOTE 4 – DISCONTINUED OPERATIONS AND DECONSOLIDATION
In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations.
Disposition of a Subsidiary:
On December 23, 2025, the Company entered into
an agreement (the “Agreement”) with an unrelated third party, Wei Ha Hui (the “Buyer”), pursuant to which the
Company agreed to sell
The subsidiary comprises our market development and clinical-related business operating segment. As a result of the planned disposition of the subsidiary, the market development and clinical-related business operating segment meets the held for sale criteria of ASC 205-20. Accordingly, the historical results of operations of the market development and clinical-related business operating segment has been reflected as discontinued operations in our consolidated financial statement for all periods prior to the Agreement on December 23, 2025.
As a result of the sale of the subsidiary completed
during the period ended December 31, 2025, the Company deconsolidated the subsidiary as of December 31, 2025. Therefore, the Company reported
no assets or liabilities of the subsidiary as of December 31, 2025 and recognized a net gain on deconsolidation of $
15
Summary Reconciliation of Discontinued Operations
The following tables present the balance sheets and the results of operations of the Company classified as discontinued operations for the periods presented:
ADVANCED BIOMED HK LIMITED AND ITS SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of December 31, 2025 | As of June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Total current assets | - | |||||||
| Equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable, accruals, and other current liabilities | ||||||||
| Amounts due to Advanced Biomed Inc and Advanced Biomed Inc (Taiwan) | ||||||||
| Total current liabilities | ||||||||
| Amount due to related parties – non-current | ||||||||
| Total non-current liabilities | - | |||||||
| TOTAL LIABILITIES | ||||||||
16
ADVANCED BIOMED HK LIMITED AND ITS SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the three-month periods ended December 31, |
For the six-month periods ended December 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Other (expense) income, net | ( |
) | ( |
) | ( |
) | ||||||||||
| Total other (expense) income, net | ( |
) | ( |
) | ( |
) | ||||||||||
| Loss before tax expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax expense | ||||||||||||||||
| Loss from discontinued operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
17
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (unaudited) | ||||||||
| Due from discontinued operations | ||||||||
| Consumables | ||||||||
| Other receivables | ||||||||
| Deposits | ||||||||
| Prepayment | ||||||||
| Total prepaid expenses and other current assets | ||||||||
| Less: allowance for credit losses | ||||||||
| Total prepaid expenses and other current assets | ||||||||
6. EQUIPMENT, NET
Equipment, net, consists of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (unaudited) | ||||||||
| Lab equipment | ||||||||
| Computer equipment | ||||||||
| Furniture and fixtures | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Equipment, net | ||||||||
Depreciation expenses were approximately US$
18
7. ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES AND AMOUNT DUE TO RELATED PARTIES – NON-CURRENT
Account Payable, accrued expenses and other liabilities consists of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (unaudited) | ||||||||
| Accounts payable | ||||||||
| Payroll payable | ||||||||
| Taxes Payable | ||||||||
| Accrued Liabilities | ||||||||
| Amount due to related parties – major stockholders * | ||||||||
| Amount due to related parties – related corporations** | ||||||||
| Other payable# | ||||||||
| Total Accounts payable, accruals, and other current liabilities | ||||||||
| Amount due to related parties – major stockholders, non-current*** | ||||||||
| Amount due to related parties – related corporations, non-current**** | ||||||||
| Total amount due to related parties – non-current | ||||||||
| * |
| ** |
| *** |
| **** |
| # |
8. OTHER INCOME, NET
| For the three-month periods ended December 31, | For the six-month periods ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||||||||||
9. EQUITY
For the sake of undertaking a public offering
of the Company’s common stock, the Company has performed a series of re-organizing transactions resulting in
19
On May 16, 2023, the Company effected a forward
share split of all issued and outstanding shares of
On October 15, 2024, the Company effected the
reverse share split of all issued and outstanding shares of
On March 7, 2025, the Company completed its initial
public offering. In the initial public offering, the Company issued
10. INCOME TAXES
The Company is not an operating company but a
holding company incorporated in the State of Nevada and is considered U.S. tax resident under U.S. tax laws; accordingly, it is subject
to U.S. tax laws at a statutory tax rate of
The Company’s net deferred income tax assets
as of December 31, 2025 and June 30, 2025 consist of net operating loss carry forwards. The net operating loss carry forwards for U.S.
federal tax and Taiwan tax purposes are available for carry forward indefinitely for use in offsetting taxable income. The U.S. federal
net operating loss carry forward offset is limited to up to
For continuing operations, as of December 31,
2025 and June 30, 2025, the Company had total net operating loss carry forwards of approximately $
For discontinued operations, as of December 31,
2025 and June 30, 2025, the Company had total net operating loss carry forwards of approximately $
Taiwan
The Company’s operating
subsidiary, Advanced Biomed Inc. (Taiwan) is considered Taiwan tax resident enterprises under Taiwan tax laws; accordingly, it is subject
to enterprise income tax on its taxable income as determined under Taiwan tax laws at a statutory tax rate of
China
The Company’s operating
subsidiary, Shanghai Sglcell Biotech Co., Ltd., which was disposed on December 31, 2025, is considered PRC resident enterprises under
Enterprise Income Tax Law of the PRC; accordingly, it is subject to enterprise income tax on their taxable income as determined under
Enterprise Income Tax Law of the PRC at a statutory tax rate of
Hong Kong
Under the current Hong Kong
Inland Revenue Ordinance, a two-tier corporate income tax system was implemented in Hong Kong, which is
20
The income tax provision consists of the following component:
| For the three-month periods ended December 31, | For the six-month periods ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Income tax expense | ||||||||||||||||
The following table reconciles the operating profit to the Company’s effective tax rate:
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Loss before tax | ||||||||
| Statutory income tax rate | % | % | ||||||
| Income tax expense calculated at the statutory tax rate | ||||||||
| Non-taxable gain on disposal of subsidiary | ( | ) | ( | ) | ||||
| Effect of tax losses carry forwards | ||||||||
| Effect of subsidiaries foreign income | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Effective tax rate | ||||||||
The component of deferred tax assets are as follows:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (unaudited) | ||||||||
| Net operating losses carry forward | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | ||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences.
A reconciliation of the differences between the federal income tax rate and the effective tax rate is as follows:
State of Nevada
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Tax at federal statutory rate | % | % | ||||||
| Changes in valuation allowances | ( | )% | ( | )% | ||||
| Provision for taxes | % | % | ||||||
21
Taiwan
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Tax at federal statutory rate | % | % | ||||||
| Different foreign subsidiary tax rate impact | ( | )% | ( | )% | ||||
| Changes in valuation allowances | ( | )% | ( | )% | ||||
| Provision for taxes | % | % | ||||||
China
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Tax at federal statutory rate | % | % | ||||||
| Different foreign subsidiary tax rate impact | % | % | ||||||
| Changes in valuation allowances | ( | )% | ( | )% | ||||
| Provision for taxes | % | % | ||||||
Hong Kong
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Tax at federal statutory rate | % | % | ||||||
| Different foreign subsidiary tax rate impact | ( | )% | ( | )% | ||||
| Changes in valuation allowances | ( | )% | ( | )% | ||||
| Provision for taxes | % | % | ||||||
11. STOCK OPTION
Effective from March 30, 2023, the Stock Incentive
Plan (the “2023 Plan”) was approved by the Company’s Board of Directors. Under the 2023 Plan, the Board of Directors
may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company
or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each
award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that
the term of the options shall not exceed
22
12. RELATED PARTY TRANSACTIONS
These related parties of the Company with whom transactions are reported in these financial statements are as follows:
| Name of Related Party | Relationship to Us | |
| Yi Lu, Ph.D. | ||
| Hung To Pau, Ph.D. | ||
| Steven I-Fang Cheng, Ph.D. | ||
| Chen-Yi Lee | ||
| Advance On Ventures Limited | ||
| Well Fancy Development Ltd | ||
| Shanghai Junfu Electronic Technology Co., Ltd. |
In the ordinary course of business, during the six-month
periods ended December 31, 2025 and 2024, the Company was involved in certain transactions, either at cost or current market prices, and
on the normal commercial terms with related parties.
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (unaudited) | ||||||||
| Amount due to related parties – major stockholders | ||||||||
| Current: | ||||||||
| Name of related party | ||||||||
| Yi Lu, Ph.D. (1) | ||||||||
| Chen-Yi Lee (2) | ||||||||
| Non-Current: | ||||||||
| Name of related party | ||||||||
| Yi Lu, Ph.D. (1) | ||||||||
| Amount due to related parties – related corporations | ||||||||
| Current: | ||||||||
| Name of related party | ||||||||
| Well Fancy Development Ltd (3) | ||||||||
| Non-Current: | ||||||||
| Name of related party | ||||||||
| Well Fancy Development Ltd (3) | ||||||||
| 1. |
| 2. |
23
| 3. |
13. SEGMENT INFORMATION
Measure of Segment Profit or Loss
The CODM assesses performance for the segment
and decides how to allocate resources by regularly reviewing the consolidated net income from the statement of operations, after taking
into account the Company’s strategic priorities, its cash balance, and its expected use of cash.
| For the three-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| (unaudited) | (unaudited) | |||||||
| Research and development expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other income (expense), net | ( | ) | ||||||
| Net Income (loss) from continuing operations | ( | ) | ||||||
| For the six-month periods ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| (unaudited) | (unaudited) | |||||||
| Research and development expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other income (expense), net | ( | ) | ||||||
| Net Income (loss) from continuing operations | ( | ) | ||||||
14. CONCENTRATIONS AND RISKS
Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk.
24
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Typically, the Company ensures that it has sufficient
cash on demand to meet expected operational expenses for a period of
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.
Impact of Inflation
Inflation in Taiwan and PRC has not materially affected the Company’s profitability and operating results. However, the Company can provide no assurance that we will be unaffected by higher inflation rates in Taiwan and PRC or globally in the future.
15. COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2025 and up through February 13, 2026, the issuance date of these unaudited interim condensed consolidated financial statements.
Lease commitment
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.
The right-of-use assets relate to leases of office premises and a dormitory for employees in the PRC and the laboratory in Taiwan.
The recognized operating lease ROU assets and lease liabilities as follows:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (unaudited) | ||||||||
| Operating lease ROU asset | ||||||||
25
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| (unaudited) | ||||||||
| Operating lease liabilities | ||||||||
| Current portion | ||||||||
| Non-current portion | ||||||||
| Total | ||||||||
As of December 31, 2025, future minimum lease payments under the non-cancellable operating leases are as follows:
| Future payment for the years ending June 30, | US$ | |||
| Remainder of 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total future lease payment | ||||
| Less: imputed interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Operating lease liabilities, current portion | ||||
| Operating lease liabilities, non-current portion | ||||
The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2025 and June 30, 2025:
| December 31, 2025 | June 30, 2025 | |||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
16. SUBSEQUENT EVENTS
The Company has assessed all events from December 31, 2025 through February 13, 2026, which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, there are not any material subsequent events that require disclosure in these unaudited interim condensed consolidated financial statements other than as described below.
On January 12, 2026, a written consent (the “Written Consent”)
in lieu of a meeting of the stockholders of the Company owning a majority of the outstanding of the voting power of the Company (the “Majority
Stockholders”) as of the Record Date. The Written Consent approved the reverse stock split of the Company’s issued and outstanding
shares of common stock, $
On January 28, 2026, the Company entered into
a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”)
relating to the issuance and sale of
On January 30, 2026, the Company issued
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes contained elsewhere in this Report and in our other U.S. Securities and Exchange Commission filings. The following discussion may contain predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” of our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission, and elsewhere in this Report. These risks could cause our actual results to differ materially from any future performance suggested below.
Overview
We are a holding company incorporated in the State of Nevada. We operate through Advanced Biomed Taiwan and Advanced Biomed HK. Advanced Biomed Taiwan is responsible for the main operation and the design and development of the company’s primary technologies and products. Since our establishment in 2014, we have been focusing on the integration of multiple interdisciplinary technologies and established our own microfluidic technology platform. Utilizing the physical and molecular biological characteristics of tumor cells, we have developed various advanced and original research through the joint application of semiconductor technology and biotechnology. This includes complex precision structures, dielectric detection, functional microfluidic biochips, microfluidic integrated semiconductor sensors, related application modules, and key components of medical testing equipment. We have also developed a series of medical testing equipment and related products by integrating various functions of microfluidic modules, automation software, and hardware. Our technologies and products can be used for early screening and detection, diagnosis and staging, and treatment of cancer through the detection of circulating tumor cells and related tumor markers in blood samples, capture of single circulating tumor cells, and single-cell sorting and determination. These products provide assistance in treatment selection and patient prognosis intervention once the required licenses and approvals have been obtained. Advanced Biotech HK is our first localized operation company, mainly responsible for market operation and management in China, localized production, product registration, and future local market sales of our products in accordance with relevant local regulations in China. Our Shanghai subsidiary owns some of our R&D equipment and patents and will be responsible for operations related to clinical trials in Mainland China through CROs. In the future, we plan to also establish operation centers in countries and regions in North America and Europe.
Our devices, A+Pre, AC-1000, A+CellScan, and A+SCDrop, and three corresponding microfluidic biochips, A+Pre Chip and AC-1000 CTC Enrichment Chip and A+CellScan Chip, are designed to provide rapid and affordable assay products and services to cancer patients. Among them, A+Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separation and enrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A+CellScan is mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A+SCDrop preserves the original viability of single cells.
A+PerfusC™ system, our latest development, is a compact, all in one perfusion-based 3D cell culture incubator engineered to replicate human physiological conditions to form 3D tumor spheroids/organoids in vitro. The system supports up to 12 days of continuous, hands-free culture, reducing the risk of human error and contamination. By maintaining uniform nutrient delivery and preventing waste accumulation, the platform promotes tumor spheroid and organoid formation, enhancing cell viability, growth, and drug response predictability.
Additionally, we have finished the research and development stage for four matching immunostaining kits, A+CTCE, A+CTCM, A+EMT and A+CM, and submitted registration applications in China. The immunostaining kit use antibodies combined with fluorescent groups of different colors to bind to specific proteins on the cell surface or inside the cells. The presence and intensity of fluorescent signals can be observed through a separate fluorescent imaging system, and the expression of the target protein and the cell type can be judged and determined accordingly. Different cell types can be distinguished using multiplexed combined staining with different antibodies. The A+CTCE kit is mainly used to identify epithelial circulating tumor cells, the A+CTCM kit is used to identify mesenchymal circulating tumor cells, the A+EMT kit is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, and the A+CM kit is used to identify tumor-associated macrophages (cancer-associated macrophage-like cells).
We also developed a product for early screening of lung cancer, the A+LCGuard Lung Cancer Early Screening Kit (“A+LCGuard”), which is used to assist in the determination of benign and malignant pulmonary nodules. From August 2020 to September 2022, we finalized the research, design, and development of A+LCGuard. A+LCGuard is Class III medical devices and is required to conduct clinical trials before completing the registration process. We believe the results of the clinical research will inform the work plan for future large-scale clinical trials, minimizing waste from an excessively large sample size or insufficient statistical power due to a sample size that is too small. We recognize that the clinical research results may differ from expectations and may not support our expected progression to clinical trials. If so, we plan to promptly optimize the product, adjust participant group selection, and modify the final protocol for large-scale clinical trials. However, we cannot guarantee that any clinical research or trial will meet our anticipated outcomes. Furthermore, delays in obtaining ethical approval or recruiting participants could prevent the clinical research from being completed on schedule. Such delays could subsequently postpone the large-scale clinical trial and ultimately the product launch date.
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All of our products must go through three steps to receive the required clearance from the NMPA before they can be sold to customers. The three steps are research and development, registration application, and registration review, which must be done in that order. At the registration application stage, we have to assemble all the required application materials, complete clinical trials (if required by NMPA), and work with an NMPA accredited third-party organization to examine our products in accordance with NMPA rules. NMPA will review our application during the registration review period and may request additional information before officially approving or denying our applications. Currently, A+Pre and AC-1000 and their corresponding chips have been cleared by the NMPA; A+SCDrop, A+CellScan, A+CellScan Chip, and A+LCGuard are at the registration application stage; the four matching immunostaining kits are under registration review. As of the date of this Report, we have not applied for similar clearances from other jurisdictions.
We participated in a scientific research project at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total of 123 case studies to test A+Pre, AC-1000 and A+LCGuard. In the study, we selected 123 individuals, and among them, 75 were surgical patients with nodular changes or shadows in the lungs reported by imaging studies and 48 healthy patients without lung nodules reported by imaging studies. 7ml blood samples were taken from test subjects either before the clinical operation (for cancer patients) or after the physical examination (for healthy individuals), and A+Pre, AC-1000, and A+LCGuard kits were used to determine whether there were circulating tumor cells and other tumor markers in the blood samples. Finally, the pathological and physical examination results of the tested individuals were compared with the test results of our products. Our test results achieved 96% sensitivity and 99.9% specificity, which provides the research and development basis for our products. Specifically, A+Pre and AC-1000 were at the research and development stage, and we completed their effectiveness and performance indicators testing through this project. At the same time, A+LCGuard finished its feasibility and functional verification testing. All three products were tested together throughout the entire project.
All of our products must be approved by applicable regulatory authorities before being sold to customers. A+Pre and A+CellScan can work with third-party products to achieve their designed objectives. AC-1000 and A+SCDrop may be used together with other devices according to different application scenarios below. For the A+LCGuard early screening kit, it has to be used in combination with A+Pre and AC-1000. Our four staining kits, A+CTCE, A+CM, A+CTCM, and A+EMT, can be used independently or with third-party products. A+Pre, AC-1000, and A+CellScan require the use of our supporting microfluidic chips.
| ● | For the analysis of high-viscosity blood samples: A+Pre can be independently used for pretreatment, retaining the original cell activity while preventing blood samples from clogging the equipment pipeline after entering the detection equipment. |
| ● | For the identification and counting application of circulating tumor cells: blood samples are diluted with A+Pre, and then AC-1000 is used to separate and enrich circulating tumor cells and related tumor markers. The enriched samples are stained, calibrated, and finally identified and counted. We can provide this service to the public if using third-party staining reagents already on the market in China. However, we plan to officially roll out this service once our in-house developed staining reagents, A+CTCE, A+CTCM, A+EMT and A+CM, complete the registration process. The identification and counting of circulating tumor cells and related tumor marker cells can provide auxiliary references for relevant clinical applications. |
| ● | The capture of circulating tumor cells: we follow the same process as the identification of circulating tumor cells to obtain enriched samples with A+Pre and AC-1000, and then the samples are captured and separated by A+SCDrop to isolate single circulating tumor cells. This service can provide tumor cells with high purity and high activity. |
| ● | For early screening of lung cancer: peripheral blood samples of the subjects are first obtained, and the target cells are enriched and captured sequentially by A+Pre and AC-1000. After that, A+LCGuard performs cell fluorescence staining on the enriched samples to determine the number of targeted cells, and finally makes a judgment. |
Due to the different regulatory requirements for the marketing of medical device products and in-vitro diagnostics (“IVD”) products in various regions/countries, it is necessary to complete the registration application and obtain the corresponding license in accordance with the local regulations before engaging in commercial activities in the respective regions/countries (“localization registration”). Afterward, marketing and sales can be carried out. We follow the principle of modularization when design and develop all of our products and equipment so that products and equipment can be produced locally to meet different regulatory requirements. Based on the current development of the early tumor screening and preventive treatment industry and the characteristics of the products we are planning to register and apply in the future, we have adopted the operation model of centralized research and development and localized management. We have started the registration process with the NMPA in China for all of our products. Later on, the Company may establish subsidiaries in the United States and Europe to produce products and carry out product registration. To achieve that, our products must be cleared by the United States Food and Drug Administration and go through the conformity assessment process to obtain the Conformite Europeenne marking (“CE marking”) from competent authority in each European Union member state.
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However, as of the date of this Report, we have not commenced sales of our products nor have any revenue-generating products and do not expect sales of revenue-generating product candidates until we have completed clinical development, submitted regulatory filings, and received applicable regulatory approvals for candidate products. Due to differences in regulatory and clinical registration requirements, we may not be able to obtain device and product approvals or provide product service on time. We expect to be in a state of continuous loss for the next two to three years.
Recent developments
On December 23, 2025, the Company entered into an agreement (the “Agreement”) with an unrelated third party, Wei Ha Hui (the “Buyer”), pursuant to which the Company agreed to sell 100% of the issued and outstanding shares of Advanced Biomed (HK) Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Hong Kong Subsidiary”), for an aggregate purchase price of US$23,000 based on a valuation report commissioned by the Company, subject to the terms and conditions set forth in the Agreement. All intellectual property owned by the Hong Kong subsidiary, including intellectual property owned by Shanghai Sglcell Biotech Co., Ltd., a wholly owned subsidiary of the Hong Kong subsidiary, was transferred to the Buyer at the closing of this transaction on December 31, 2025. The subsidiary comprises our market development and clinical-related business operating segment.
Results of Operations
For the six-month periods ended December31, 2025 and 2024, the Company conducted its business through Advanced Biomed Taiwan as research and development centers for technology research and product development.
Comparison of Results of Operations for the Three-Month Periods Ended December 31, 2025 and 2024
| For the three-month periods ended December 31, | Change | |||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | US$ | US$ | % | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | (186,331 | ) | (212,397 | ) | 26,066 | (12 | )% | |||||||||
| General and administrative expenses | (210,311 | ) | (67,667 | ) | (142,644 | ) | 211 | % | ||||||||
| Total operating expenses | (396,642 | ) | (280,064 | ) | (116,578 | ) | 42 | % | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 9,206 | 15,377 | (6,171 | ) | (40 | )% | ||||||||||
| Gain on disposal of subsidiaries | 7,346,684 | - | 7,346,684 | nm | ||||||||||||
| Other income (expense), net | 42,930 | (314,807 | ) | 357,737 | (114 | )% | ||||||||||
| Total other income (expense), net | 7,398,820 | (299,430 | ) | 7,698,250 | (2571 | )% | ||||||||||
| Income (loss) before tax expense | 7,002,178 | (579,494 | ) | 7,581,672 | nm | |||||||||||
| Income tax expense | - | - | ||||||||||||||
| Income (loss) from continuing operations | 7,002,178 | (579,494 | ) | 7,581,672 | nm | |||||||||||
| Loss from discontinued operation (net of tax) | (144,257 | ) | (328,410 | ) | 184,153 | (56 | )% | |||||||||
| Net income (loss) for the period | 6,857,921 | (907,904 | ) | 7,765,825 | nm | |||||||||||
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Comparison of Results of Operations for the Six-Month Periods Ended December 31, 2025 and 2024
| For the six-month periods ended December 31, |
Change | |||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | US$ | US$ | % | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | (421,914 | ) | (380,090 | ) | (41,824 | ) | 11 | % | ||||||||
| General and administrative expenses | (369,603 | ) | (127,552 | ) | (242,051 | ) | 190 | % | ||||||||
| Total operating expenses | (791,517 | ) | (507,642 | ) | (283,875 | ) | 56 | % | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 9,206 | 15,377 | (6,171 | ) | (40 | )% | ||||||||||
| Gain on disposal of subsidiaries | 7,346,684 | - | 7,346,684 | nm | ||||||||||||
| Other income (expense), net | 179,126 | (72,342 | ) | 251,468 | (348 | )% | ||||||||||
| Total other income (expense), net | 7,535,016 | (56,965 | ) | 7,591,981 | (13327 | )% | ||||||||||
| Income (loss) before tax expense | 6,743,499 | (564,607 | ) | 7,308,106 | nm | |||||||||||
| Income tax expense | - | - | ||||||||||||||
| Income (loss) from continuing operations | 6,743,499 | (564,607 | ) | 7,308,106 | nm | |||||||||||
| Loss from discontinued operation (net of tax) | (272,479 | ) | (608,877 | ) | 336,398 | (55 | )% | |||||||||
| Net income (loss) for the period | 6,471,020 | (1,173,484 | ) | 7,644,504 | nm | |||||||||||
Since our inception, we do not have any products approved for sale, we have not generated any revenue from the sale of products, and we do not expect to generate revenue from the sale of our product candidates until we complete clinical development, submit regulatory filings and receive approvals from the applicable regulatory bodies for such product candidates, if ever. Our main activities through December 31, 2025 have been re-organizational and capital raising activities and the research and development of three automated devices A+Pre, AC-1000 and A+SCDrop.
Our research and development expenses are primarily related to research and development of microfluidic biochip technology and its application in precision medicine in the field of oncology, including early cancer screening and detection, diagnosis and staging, treatment selection, and patient prognosis.
For the three-month period ended December 31, 2025 and 2024, we incurred research and development expenses of $186 thousand and $212 thousand, respectively. The research and development expenses slightly decreased by approximately $26 thousand or 12% for the three-month period ended December 31, 2025 mainly due to reduction in clinical development activities.
For the six-month periods ended December 31, 2025 and 2024, we incurred research and development expenses of $422 thousand and $380 thousand , respectively. The research and development expenses increased by approximately $42 thousand or 11% mainly due to increase in clinical development activities during the six-month periods ended December 31, 2025.
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Our general and administrative expenses primarily consist of (i) staff cost; (ii) depreciation and amortization; (iii) office supplies and upkeep expenses; (iv) travelling and entertainment; (v) legal and professional fees; (vi) property and related expenses; and (vii) miscellaneous expenses. The following table sets forth the breakdown of our general and administrative expenses for the three-month and six-month periods ended December 31, 2025 and 2024:
| Three-month Periods Ended December 31, | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Staff costs | 52,314 | - | 52,314 | nm | ||||||||||||
| Rental fees | 7,378 | 8,912 | (1,534 | ) | (17 | )% | ||||||||||
| Professional fees | 149,000 | 50,000 | 99,000 | 198 | % | |||||||||||
| Miscellaneous expenses | 1,619 | 8,755 | (7,136 | ) | (82 | )% | ||||||||||
| 210,311 | 67,667 | 142,644 | 211 | % | ||||||||||||
| Six-month Periods Ended December 31, | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Staff costs | 92,673 | - | 92,673 | nm | ||||||||||||
| Office supplies and upkeep expenses | 538 | - | 538 | nm | ||||||||||||
| Rental fees | 15,001 | 16,261 | (1,260 | ) | (8 | )% | ||||||||||
| Professional fees | 255,529 | 100,000 | 155,529 | 156 | % | |||||||||||
| Miscellaneous expenses | 5,862 | 11,291 | (5,429 | ) | (48 | )% | ||||||||||
| 369,603 | 127,552 | 242,051 | 190 | % | ||||||||||||
For the three-month periods ended December 31, 2025 and 2024, our general and administrative expenses amounted to $0.2 million, $0.07 million, respectively. The increase in administrative expenses by approximately $0.14 million or 211% for the three-month period ended December 31, 2025, is mainly attributable to the increase in staff cost and professional fees.
For the six-months period ended December 31, 2025 and 2024, our general and administrative expenses amounted to $0.4 million and $0.1 million, respectively. The increase in administrative expenses by approximately $0.3 million or 190% for the six-month period ended December 31, 2025, is mainly attributable to the increase in the staff costs and professional fees.
For the three-months periods ended December 31, 2025 and 2024, our other income, net amounted to $0.04 million and other expense, net amounted $0.3 million, respectively. The increase in other income, net by approximately $0.4 million for the three-month period ended December 31, 2025, is mainly attributable to the exchange gain resulted from revaluation of the foreign currency balances of approximately $0.04 million for the three-month period ended December 31, 2025 as compared with exchange loss of $0.3 million recorded for the six-month period ended December 31, 2024.
For the six-months periods ended December 31, 2025 and 2024, our other income, net amounted to $0.2 million and other expense, net amounted to $0.07 million, respectively. The increase in other income, net by approximately $0.3 million for the six-month period ended December 31, 2025, is mainly attributable to the exchange gain resulted from revaluation of the foreign currency balances of approximately $0.2 million for the six-month period ended December 31, 2025 as compared with exchange loss of $0.07 million recorded for the six-month period ended December 31, 2024.
For the six-month period ended December 31, 2025, as a result of the sale of the 100% of the issued and outstanding shares of Advanced Biomed (HK) Limited, a Hong Kong company and a wholly owned subsidiary of the Company completed during the period, the Company deconsolidated the subsidiary as of December 31, 2025. Therefore, the Company reported no assets or liabilities of the subsidiary as of December 31, 2025 and recognized a net gain on deconsolidation of approximately $7,346,684, which has been reflected as a component of other (expense) income.
Net Income (Loss) for the Period
As a result of the foregoing, our net income (loss) from operations was $6.5 million and $(1.2) million for the six-month periods ended December 31, 2025 and 2024, respectively.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Liquidity and Capital Resources
Our liquidity and working capital requirements are primarily related to our research and development and operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from stockholders’ advances to the company. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings as and when appropriate.
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The Company’s ability to continue as a going concern depends upon its ability to develop, register and obtain regulatory approval for commercial sell of its products to generate positive operating cash flows. For the financial year ended June 30, 2025 and the six-month period ended December 31, 2025, the Company reported net (loss) income of $(3,258,969) and $6,471,020, respectively. As of June 30, 2025 and December 31, 2025, the Company’s working capital surplus was $3,143,443 and $9,477,991, respectively. However, the Company had net cash outflows of $5,825,055 for the fiscal year ended June 30, 2025 and $1,123,900 from operating activities for the six-month period ended December 31, 2025. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.
As circumstances warrant and to sustain its ability to support the Company’s operating activities, the Company may consider supplementing its available sources of funds through the following sources:
| ● | raise additional capital; and | |
| ● | cash generated from upcoming operations; and | |
| ● | financial support from the Company’s related party and stockholders as well as third parties. |
Management has commenced strategies to raise debts from related parties and stockholders and equity. The Company certain related parties have waived off the amount due to them as of June 30, 2024 amounted to $2,820,624 in order to improve the Company’s working capital. The Company completed its initial public offering in 2025. In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$6.56 million before deducting any underwriting discounts or expenses.
On June 6, 2025, the Company entered into a purchase agreement (the “ELOC Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor” or “Selling Stockholder”), pursuant to which the Company have the right to issue and sell to the Investor, from time to time as provided therein, and the Investor is obligated to purchase from us, up to Twenty-Five Million United States Dollars ($25,000,000) of the Company’s Common Stock, subject to terms and conditions set forth in the ELOC Agreement.
On January 28, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) relating to the issuance and sale of 4,000,000 shares of common stock (the “Purchased Shares”), par value $0.001 per share, of the Company (the “Common Stock”), at $0.062 per share for a total purchase price of $248,000 (the “Purchase Price”). The transaction was closed and the Purchased Shares were issued on January 29, 2026.
On January 30, 2026, the Company issued 1,650,710 shares of Common Stock to Helena Global Investment Opportunities I Ltd (the “Investor”) pursuant to an agreement signed with the Investor granted the Company an equity line of credit of up to $25,000,000 in shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to terms and conditions set forth in the agreement (the “Agreement”).as the consideration for its commitment under the Agreement, with an aggregate value of $500,000 at the time of issuance (the “Commitment Fee Shares”), thereby fulfilling its obligation under the Agreement.
While we acknowledge that unforeseen circumstances or changes in market conditions could impact our liquidity, we remain committed to monitoring our financial health and will take necessary actions to secure additional financing if needed. In the event of unforeseen circumstances that disrupt the above-mentioned financial projection and strategies, the Company believes that our existing cash $2,604,666 as of December 31, 2025 will be sufficient to meet our research and development and operating expenditures for a minimum period of approximately twelve months from the date of this Report.
However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements for the financial years ended June 30, 2025 and 2024 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.
Material Cash Requirements
Our cash requirements consist primarily of day-to-day operating expenses, research and development expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease our R&D center and office. We expect to make future payments on existing leases from cash generated from operations.
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We had the following contractual obligations and lease commitments as of June 30, 2025:
| Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
| Operating lease commitment | 41,690 | 35,811 | 5,879 | - | - | |||||||||||||||
| Total obligations | 41,690 | 35,811 | 5,879 | - | - | |||||||||||||||
We had the following contractual obligations and lease commitments as of December 31, 2025
| Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
| Operating lease commitment | 21,092 | 19,661 | 1,431 | - | - | |||||||||||||||
| Total obligations | 21,092 | 19,661 | 1,431 | - | - | |||||||||||||||
Working Capital
| December 31, | June 30, | |||||||||||
| 2025 | 2025 | Change | ||||||||||
| Total current assets | $ | 10,731,565 | $ | 13,237,944 | $ | (2,506,379 | ) | |||||
| Total current liabilities | (1,253,574 | ) | (10,094,501 | ) | 8,840,927 | |||||||
| Net current assets | $ | 9,477,991 | $ | 3,143,443 | $ | 6,334,548 | ||||||
As of December 31, 2025 and June 30, 2025, the Company’s working capital surplus was $9,477,991 and $3,143,443. Management has commenced a strategy to raise debt and equity, including financial supports from the Company’s related party and stockholders as well as third parties, which will enable that we have sufficient working capital for our requirements for at least the next two months from the date of this Report, in the absence of unforeseen circumstances, taking into account the cash and financial resources presently available to us.
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Cash flows
The following table summarizes our cash flows for the six-month periods ended December 31, 2025 and 2024:
| Six-month period ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Cash, including cash from discontinued operations - beginning of period | 2,903,915 | 2,607,973 | ||||||
| Net cash used in operating activities | (1,123,900 | ) | (871,521 | ) | ||||
| Net cash used in investing activities | (14,677 | ) | (9,286 | ) | ||||
| Net cash provided financing activities | 762,939 | 800,811 | ||||||
| Foreign currency effect | 82,315 | 129,258 | ||||||
Net (decrease) increase in cash | (293,323 | ) | 49,262 | |||||
| Cash, including cash from discontinued operations - end of period | 2,610,592 | 2,657,235 | ||||||
| Less cash from discontinued operations | (5,926 | ) | (9,579 | ) | ||||
| Cash from continuing operations, end of period | 2,604,666 | 2,647,656 | ||||||
Cash Flow from Operating Activities
Our net cash used in operating activities primarily reflected our net loss, as adjusted for non-operating items, such as non-cash depreciation and amortization and effects of changes in working capital such as decrease in prepaid expenses and other current assets and increase or decrease in accounts payables, accruals and other current liabilities.
For the six-month period ended December 31, 2025, our net cash used in operating activities was approximately $1.1 million, which primarily reflected our net income of approximately $6.5 million, as primarily adjusted by the (i) non-cash gain from disposal of subsidiaries of approximately $7.3 million negatively offset by (ii) decrease in accounts payable, accrual and other current liabilities of approximately $1 million.
Cash Flow from Investing Activities
Our cash flows used in investing activities primarily consisted of (i) the purchase of intangible assets; (ii) the purchase of equipment, furniture and fixtures and leasehold improvements; and (iii) acquisition of assets of the subsidiaries.
For the six-month period ended December 31, 2025, our net cash used in investing activities was approximately $15,000, primarily attributable to the purchase of equipment.
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Cash Flow from Financing Activities
Our cash flows from financing activities primarily consists of proceeds from issuance of shares and loans from the related parties.
For the six-month period ended December 31, 2025, our Company recorded net cash generated from financing activities of approximately $0.8 million, which was mainly attributable to loans from the related parties and repayments to related parties totaling of approximately $0.8 million and net cash provided by financing activities from discontinued operations.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 3 to the consolidated financial statements included elsewhere in this Report, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements may not be comparable to those of companies that comply with public company effective dates.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions. Significant accounting estimates reflected in our consolidated financial statements include the useful lives for equipment and intangible assets, fair value of financial instruments, assumptions used in assessing right of use assets, impairment of equipment and intangible assets. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from these estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this Report reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.
The following accounting policies are significant to the preparation of our consolidated financial statements. The areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements are disclosed in Critical, Accounting Judgements and Key Sources of Estimation Uncertainty.
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Equipment, net
Equipment, net are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. The estimated useful lives are as follows:
| Category | Estimated useful lives | |
| Lab equipment | 3 to 5 years | |
| Computer equipment | 3 to 5 years | |
| Furniture and fixtures | 3 to 5 years | |
| Leasehold improvements | 3 years |
Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of income. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Cash
Cash consist of bank deposit, the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. Deposits are held at highly liquid and well capitalized financial institutions. As of December 31, 2025, cash balance of $2,592,413 was maintained at financial institutions in Taiwan. Taiwan laws and regulations impose certain restrictions on our ability to transfer cash between countries and between our subsidiaries. Cash may be transferred within our organization in the following manners: (i) Advanced Biomed may transfer funds to our subsidiaries, including our Taiwan subsidiary, by way of capital contributions or loans, through intermediate holding subsidiaries or otherwise; (ii) we and our intermediate holding subsidiaries may provide loans to our operating subsidiaries and vice versa; and (iii) our subsidiaries, including our Shanghai subsidiary, may make dividends or other distributions to us through intermediate holding companies or otherwise. As of the date of this Report, Advanced Biomed made fourteen capital contributions to Advanced Biomed Taiwan to support their research and development.
| Date | Receiving Entity | Amount (US$) | ||||
| June 29, 2022 | Advanced Biomed Taiwan | 2,500,000 | ||||
| October 11, 2022 | Advanced Biomed Taiwan | 86,000 | ||||
| November 7, 2022 | Advanced Biomed Taiwan | 122,000 | ||||
| December 14, 2022 | Advanced Biomed Taiwan | 85,000 | ||||
| March 20, 2025 | Advanced Biomed Taiwan | 500,000 | ||||
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Other than the transfers in the table above, we have not made any distribution of dividends or assets, cash transfers, capital contributions or loans among the holding company or any of our subsidiaries. Any loans from us or our holding subsidiaries outside of Mainland China to our Shanghai subsidiary, which is treated as a FIE under PRC law, are subject to PRC regulations and foreign exchange loan registrations. Such loans to our FIE subsidiary to finance its activities must be registered with the SAFE or its local counterparts. PRC laws, regulations and judicial interpretations thereof do not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations by way of short term interest free loans as long as they comply with relevant laws and procedures. In the future, cash proceeds raised from overseas financing activities, including any securities offerings, may be transferred by us to our Taiwan and Hong Kong subsidiaries and Shanghai subsidiary via capital contributions or shareholder loans. As of the date of this Report, Advanced Biomed has not made dividend or other distributions to our stockholders. Advanced Biomed may pay dividends to our stockholders subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the payment of such dividends. As a holding company, Advanced Biomed may rely on dividends and other distributions on equity paid by our subsidiaries for our cash and liquidity requirements, including payment of any debt we may incur outside of China and our expenses. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. To the extent cash or assets in the business is in the PRC or the Shanghai subsidiary, the cash or assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on our or our subsidiaries’ ability by the PRC government to transfer cash or assets or distribute earnings within our group or to U.S. investors. PRC laws and regulations applicable to our Shanghai subsidiary permit payments of dividends only out of their retained earnings, if any, determined in accordance with applicable accounting standards and regulations. Our Shanghai subsidiary may pay dividends only out of their respective accumulated after-tax profits as determined in accordance with PRC accounting standards and regulations. In addition, our subsidiaries are required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such funds reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits to discretionary funds. These reserve funds and discretionary funds are not distributable as cash dividends. Furthermore, dividends paid by our Shanghai subsidiary to its parent companies will be subject to a 10% withholding tax, which can be reduced to 5% if certain requirements are met. The PRC government also imposes restrictions on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. As such, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any, or transfer cash within our group, across border, or to U.S. investors. Additionally, current Taiwan regulations only permit our Taiwan subsidiary to pay dividends to its shareholders out of its accumulated profits, and Advanced Biomed Taiwan must set aside at least 10% of its accumulated profits each year and use it to make up previous losses, if any. The statutory reserve cannot be distributed as cash dividends. As of the date of this Report, no dividends, transfers, or distributions have been made within our group or to stockholders. We presently intend to retain all earnings to fund our operations and business expansions and have no plan to distribute earnings to stockholders. We do not anticipate paying dividends or other distributions to our stockholders, including U.S. investors, in the foreseeable future. See the relevant discussions in Risk Factors.
Risk of loss is not expected by management. A hypothetical 10% change in average interest rates during fiscal year 2026 would not have a material impact in annual interest income.
Impairment of long-lived assets
Long-lived assets, including equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values.
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Once an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
The carrying amount of a long-lived asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying amount. In that event, a loss is recorded in “Impairment of long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount.
Operating leases
The Company adopted ASC 842 on July 1, 2020. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to July 1, 2020 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.
Fair Value Measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. The Company accounts for bank loans and lease payables at amortized cost and has elected NOT to account for them under the fair value hierarchy. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
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As of December 31, 2025, and June 30, 2025, the carrying amount for cash, other current assets, accounts payable, accruals and other current liabilities was equal to or approximated fair value due to their short-term nature or proximity to current market rates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist of cash on hand, the Company’s demand deposit placed with financial institutions and other receivables. Bank and cash balances are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. As of December 31, 2025 and June 30, 2025, bank and cash balances of $2.6 million and $2.9 million, respectively were maintained at financial institutions in Taiwan, of which approximately $2.6 million and $2.9 million, respectively, was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The maximum exposure to credit risk is the carrying amounts of cash and bank balances presented on the consolidated statements of financial position.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
Impact of Inflation
The types of inflationary pressures that affected the Company has primarily related to research and development costs, staff salaries and related costs. Inflation in Taiwan and China has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffected by higher inflation rates in Taiwan and China or globally in the future.
Seasonality
We have not observed any significant seasonal trends. Our directors believe that there is no apparent seasonality factor affecting the industry that our Company is operating in.
Trend Information
Other than as disclosed elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily indicative of future operating results or financial condition.
Critical, Accounting Judgements and Key Sources of Estimation Uncertainty
There are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying the Group’s accounting policy and that has the most significant effect on the amounts recognized in the financial statements.
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Recent accounting pronouncements
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Award. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company believes the future adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These issues to remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We are not exposed to interest rate risk while we have no bank loans outstanding.
As of December 31, 2025 and June 30, 2025, bank and cash balances of approximately $2.6 million and $2.9 million, respectively, were maintained at financial institutions. A hypothetical 10% decrease in average interest rates during fiscal year 2026 would not have a material impact in annual interest income.
Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of other receivables (exclude prepayments), financial instrument and cash presented on the consolidated statements of financial position. The Company has no other financial assets which carry significant exposure to credit risk.
Foreign Exchange Risk
Our reporting currency is the United States Dollar. The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of NT$ and RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. However, the Company assessed that a hypothetical 10% decrease in exchange rates during fiscal year 2026 would not have a material impact in exchange gain/loss.
Item 4. Controls and Procedures
As indicated in the certifications in Exhibit 31 of this report, the Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures as of December 31, 2025. Based on that evaluation, these officers have concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no changes during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. We are not, and none of our subsidiaries is, a party to any litigation, arbitration or administrative proceedings that we believe would, individually or taken as a whole, have a material adverse effect on our business, financial condition or results of operations, and, insofar as we are aware, no such litigation, arbitration or administrative proceedings are pending, threatened, or contemplated. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention.
Item 1A. Risk Factors
Not Applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Default Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not Applicable
Item 5. Other Information
No director or officer
Item 6. Exhibits
See Index to Exhibits of this report.
Index to Exhibits
| Exhibit | Description | |
| 31.1 | Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief Executive Officer. | |
| 31.2 | Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief Financial Officer. | |
| 32.1 | Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer. | |
| 32.2 | Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Financial Officer. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
| Date: February 13, 2026 | Advanced Biomed Inc | |
| By: | /s/ Yi Lu | |
| Yi Lu | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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