Advanced Biomed Inc 10-K for FY2026
Advanced Biomed Inc. (ADVB)
About this 10-K
Advanced Biomed Inc filed this 10-K on October 13, 2026, covering the fiscal year ended June 30, 2026 (FY2026).
Headline figures
Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $127.64K
- Net income
- $6.68M
- compared with a net loss of $3.26M a year earlier
- Diluted EPS
- $5.33
- compared with -$3.18 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
OR
For the transition period from _____________ to ___________________
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Securities registered pursuant to Section 12(b) of the Act:
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| The |
Securities registered pursuant to Section 12(g) of the Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate market value of the shares of Common Stock, par value $0.001 per share, held by non-affiliates of the registrant as of December 31, 2025, was approximately $
As of October 13, 2026, Advanced Biomed Inc. had
Documents Incorporated by Reference:
TABLE OF CONTENTS
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INTRODUCTION
In this annual report on Form 10-K, or this annual report, except where the context otherwise requires and for purposes of this annual report only, references to:
| ● | “Acellent” refers to Acellent Technologies (Hong Kong) Co. Limited, a company incorporated in Hong Kong and our wholly owned subsidiary since April 30, 2026; |
| ● | “China” or “PRC” refer to the People’s Republic of China, including Hong Kong, Macau and Taiwan; however the only time such jurisdictions are not included in the definition of PRC and China is when we reference to the specific laws that have been adopted by the PRC; The term “Chinese” has a correlative meaning for the purpose of this Report; The term “Mainland China” refers to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan; |
| ● | “Common Stock” refers to shares of our common stock, par value US$0.001 per share; |
| ● | “HKD” or “HK$” refers to Hong Kong Dollar, the legal currency of Hong Kong; |
| ● | “NTD” or “NT$” refers to New Taiwan Dollar, the legal currency of Taiwan; |
| ● | “RMB” or “Renminbi” refers to the legal currency of the People’s Republic of China |
| ● | “Reverse Stock Split” refers to the 1-for-20 reverse stock split of our Common Stock effective February 20, 2026; |
| ● | “US$,” “$” or “U.S. dollars” refers to the legal currency of the United States; and |
| ● | “we,” “us,” “our,” “our company,” and “our group” refer to Advanced Biomed Inc., a Nevada company and its subsidiaries. |
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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Report”) contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in our “Business,” “Risk Factors,” and “Management Discussion and Analysis of Financial Condition and Result of Operations” sections, as well as those discussed elsewhere in this Report. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.
Our operations and business prospects are always subject to risks and uncertainties including, among others:
| ● | We may fail to develop or bring early cancer detection devices, chips, or kits to market on time or at all, and may not remain competitive. Regulatory approvals may be delayed, limited, or never obtained, significantly impairing our ability to generate revenue; |
| ● | Disruptions at production sites, regulatory compliance issues, or cybersecurity breaches could delay commercialization, raise costs, or harm our reputation; |
| ● | Our ability to obtain and maintain intellectual property protection for our products; and |
| ● | Our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing. |
The forward-looking statements in this Report represent our views as of the date of this Report. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report.
MARKET DATA AND FORECASTS
This Report includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various third-party sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions.
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PART I
Item 1. Business
Overview
We are a holding company incorporated in the State of Nevada. In April 2026, we acquired 100% of equity interests of Acellent Technologies (Hong Kong) Co. Limited (“Acellent”), which develops and operates the FinTruth Financial Verification Agent Platform (“FinTruth”), an enterprise AI financial verification platform designed to compare and verify financial analysis and AI-generated financial content against underlying source documents and financial rules, and to produce source-traceable and auditable results. In December 2025 and June 2026, respectively, we sold Advanced Biomed HK (together with its subsidiary, Shanghai Sglcell) and Advanced Biomed Taiwan, thereby disposing of our biomedical operations, and have since fully shifted our focus towards developing our AI application through FinTruth.
Prior to our shift to developing our AI application through FinTruth, we were focused on developing lab devices and chemicals in order to find and study cancer cells in a patient’s blood, with the eventual goal of helping doctors detect and monitor cancer through simple blood tests. Our products included A+Pre, a device that prepares blood samples for testing; the AC-1000, a device that separates cancer cells from the rest of the blood; the A+SCDrop, a device that isolates individual cells; and the A+CellScan, a device that stains and automatically counts cancer cells. We also developed dye kits used to identify different types of cancer cells. With the exception of the A+Pre and AC-1000 devices, most of our products were awaiting regulatory approval from the PRC government. As of the date of this Report, we have terminated our biomedical business and stopped all research in the biomedical field, product development, regulatory approval efforts, manufacturing and sales activities related to our lab devices and their operating chips, and lab chemicals for cancer research purposes.
Our shift to becoming an AI financial verification company is driven by what we believe are the following key drivers of demand for AI financial verification: (1) the wide use of large language models and AI agents by financial institutions in credit analysis, investment research, risk assessment and compliance review; (2) the risk that AI output contains errors from fabricated or miscalculated figures, confused entities, incorrect dates for event sequences, logical contradictions, incorrect policy or regulation citations, and overly optimistic or pessimistic assessments which in turn can lead to poor rating inaccuracies, poor credit decisions, compliance and legal risk; (3) increasing regulatory focus on the explainability, accountability, and accuracy of AI used by regulated financial institutions; and (4) audit and internal-control requirements for documented review and audit trails of the analysis used in decisions and disclosures.
The market for AI verification remains at an early stage, and adoption will depend on financial institutions’ technology budgets, regulatory requirements, model performance, integration costs, data availability and users’ willingness to add automated verification to existing workflows. As such, since our transition from a business focused on biomedical operations to a technology company focused primarily on enterprise AI applications, we have shifted our focus to financial verification and other professional, regulated-use cases. Our AI technology operations currently include: (a) continued development and operation of FinTruth; (b) development of financial verification algorithms, financial rules and related data and knowledge infrastructure; (c) product and software engineering; (d) enterprise product testing, deployment and customer implementation; (e) discussions, demonstrations and commercial engagement with prospective financial-institution and technology customers; and (f) development of commercial models including enterprise subscriptions, usage-based application programming interface (“API”) fees and integrated solutions.
Following the disposition of our biomedical operations, we have maintained a lean, technology-focused operating structure, with personnel primarily engaged in AI research and algorithm engineering, product and software engineering, data and knowledge engineering, customer implementation and commercialization, supported by the finance, legal and corporate functions necessary for a Nasdaq-listed company. We currently do not own any data centers, and the SaaS version of FinTruth runs on rented infrastructure from multiple international public cloud providers. On-premises deployments of FinTruth run on the customer’s own infrastructure. We are subject to the Hong Kong Personal Data (Privacy) Ordinance. For on-premises deployments, customer data remains within the customer’s own environment and is subject to the customer’s security controls.
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Our objective is to develop recurring and usage-based enterprise revenue from our AI technology operations while maintaining an operating structure in which product development, hiring and commercial expansion are aligned with customer adoption, revenue generation and available financial resources. As such, we are actively engaging in discussions regarding product deployment, business models and pricing with prospective customers and strategic partners, including financial IT companies, MaaS and AI distribution platforms, and fintech subsidiaries of large financial institutions. Target customers include commercial banks, securities firms, insurance companies, asset managers, auditing and professional-services firms, and financial technology companies.
During the fiscal year ended June 30, 2026, we generated approximately $127,637 (HK$1,000,000) in revenue from our operations related to FinTruth. We expect to finance the continued operation and commercialization of FinTruth through a combination of operating revenues, proceeds from the disposition of Advanced Biomed Inc. (Taiwan), and future capital-raising activities.
Recent Developments
The ELOC Agreement and the Termination thereof. On June 6, 2025, we entered into a purchase agreement (the “ELOC Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”), pursua nt to which we 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 our Common Stock, subject to terms and conditions set forth in the ELOC Agreement. On July 23, 2025, we filed with the SEC a registration statement on Form S-1 (File No. 333-288907) to register under the Securities Act an aggregate of up to 40,000,000 shares of our Common Stock, which represents the shares available for issuance under the ELOC Agreement (as defined below). The registration statement was never declared effective. On July 20, 2026, we filed with the SEC an application for the withdrawal of the registration statement pursuant to Rule 477 under the Securities Act, as we determined not to proceed with the offering registered thereunder. No securities were sold under the registration statement. On January 30, 2026, we issued 1,650,710 shares of Common Stock (82,536 shares as adjusted for the Reverse Stock Split) to the Investor as commitment fee shares under the ELOC Agreement, valued at $500,000. On July 14, 2026, we delivered to the Investor a notice of termination of the ELOC Agreement pursuant to Section 11.02(b) thereof, and the ELOC Agreement terminated effective July 21, 2026. No advances were made under the ELOC Agreement prior to its termination.
Disposition of Advanced Biomed HK and Shanghai Sglcell. On December 23, 2025, we entered into a spin-off agreement with Wei Ha Hui, an unrelated third party, pursuant to which we sold 100% of the equity interests of Advanced Biomed HK, which wholly owned Shanghai Sglcell, for a purchase price of US$23,000, determined based on a valuation report commissioned by us. All intellectual property owned by Advanced Biomed HK and Shanghai Sglcell was transferred to the buyer at closing. On January 26, 2026, we entered into a supplemental agreement with Advanced Biomed HK and Wei Ha Hui, pursuant to which Advanced Biomed HK acknowledged that it was indebted to us in the aggregate amount of $6,925,549 and irrevocably agreed to repay such amount in full on or before January 26, 2027.
Nasdaq Compliance. On July 18, 2025, we received a written notification from Nasdaq notifying us that we were not in compliance with the minimum bid price requirement set forth in Nasdaq rules for continued listing on the Nasdaq, and we were provided 180 calendar days, or until January 14, 2026, to regain compliance. On January 16, 2026, we were notified by Nasdaq that our securities would be scheduled for delisting from the Nasdaq Capital market at the opening of business on January 27, 2026 as our common stock had closed below the minimum $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2), unless we requested an appeal of this determination by January 23, 2026 before a Hearings Panel (the “Panel”). Accordingly, on January 21, 2026, we appealed the Staff’s delisting determination by submitting a hearing request to the Panel, which stayed the suspension of our delisting. On January 12, 2026, holders of approximately 79.92% of our outstanding voting power approved, by written consent, a reverse stock split at a ratio of between 1-for-2 and 1-for-100, as determined by our board of directors. On January 30, 2026, our board of directors approved a ratio of 1-for-20, and we filed a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State on February 3, 2026. The Reverse Stock Split became effective on February 13, 2026, and our Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market at market open on February 20, 2026 under the new CUSIP number 00752P203. On March 12, 2026, we received a written decision from the Panel stating that the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) following the completion of the Reverse Stock Split on February 20, 2026.
Private Placement. On January 28, 2026, we entered into a securities purchase agreement with certain investors, pursuant to which we issued and sold an aggregate of 4,000,000 shares of Common Stock (200,000 shares as adjusted for the Reverse Stock Split) at a purchase price of $0.062 per share (pre-Reverse Stock Split), for aggregate gross proceeds of $248,000. The transaction closed on January 29, 2026. The shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
Reverse Stock Split. On February 20, 2026, we effected a reverse stock split of the Company’s common stock, at a ratio of 1-for-20. The Company subsequently began trading on a post-split basis on the Nasdaq Capital Market at market open on February 20, 2026 under the new CUSIP number 00752P203.
Changes in Management. Effective March 25, 2026, Dr. Steven I-Fang Cheng resigned as our director and Chief Technology Officer, and Mingze Yin, our Chief Financial Officer, was appointed as a director. Effective April 28, 2026, Dr. Yi Lu ceased to serve as our Chief Executive Officer, director and Chairman of the board of directors pursuant to a termination agreement, and Dr. Xiaomin Chen was appointed as our Chief Executive Officer, director and Chairman of the board of directors.
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Acquisition of Acellent. On April 2, 2026, we entered into a share purchase agreement with Acellent and Xiaomin Chen, the sole shareholder of Acellent, pursuant to which we agreed to acquire 100% of the equity interests of Acellent in exchange for 270,000 shares of Common Stock, valued at an estimated $4.00 per share, or $1,080,000 in the aggregate. The acquisition closed on April 30, 2026, and the 270,000 shares were issued to Mr. Chen in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Loan Agreement. On April 13, 2026, we entered into a loan agreement with Jie Wang, pursuant to which Mr. Wang agreed to lend us US$600,000 for operating purposes. The loan is unsecured and bears an interest rate of 10% per annum and matures six months after disbursement, subject to extension for an additional six months by mutual written agreement.
Disposition of Advanced Biomed Taiwan. On June 30, 2026, we entered into a share purchase agreement with Miaozhu Zhao, an unrelated third party, pursuant to which we agreed to sell 100% of the equity interests of Advanced Biomed Inc. (Taiwan), which operates our A+PerfusC integrated perfusion 3D cell culture platform business, for an aggregate epurchase price of US$490,000.
Corporate History and Corporate Structure
We were incorporated in Nevada in July 2021 as a holding company. We started operations in 2014 through Advanced Biomed Taiwan as a research and development center for technology research and product development. In August 2021, we established Advanced Biomed HK as the wholly owned subsidiary of Advanced Biomed Taiwan to integrate market development and commercialization in the PRC. On January 1, 2022, Advanced Biomed HK acquired 100% equity interest of Shanghai Sglcell from its stockholders for a consideration of RMB12 million. In March 2022, Advanced Biomed HK established Sglcell (Huangshan) Biotech Co., Ltd.
In July 2022, we consummated a reorganization pursuant to which we acquired 100% equity interest of Advanced Biomed Taiwan, making it our wholly owned subsidiary. On November 7, 2022, we obtained the approval of Taiwan Investment Commission for the reorganization, the Issue No. 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.
On June 8, 2023, pursuant to the Share Transfer Agreement entered into by Ting Wang and Haifeng Zhang, who are independent third-party individuals, and Shanghai Sglcell on June 2, 2023, Shanghai Sglcell transferred its wholly owned subsidiary, Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd., to Ting Wang and Haifeng Zhang at aggregate consideration of RMB500,000 (approximately US$72,780) without any other obligations arising from the transfers.
On June 9, 2023, pursuant to the Share Transfer Agreement entered into by Ting Wang and Haifeng Zhang, who are independent third-party individuals, and Shanghai Sglcell on May 31, 2023, Shanghai Sglcell transferred its wholly owned subsidiary, Shandong Sglcell Medical Devices Co., Ltd., to Ting Wang and Haifeng Zhang at zero consideration without any other obligations arising from the transfers.
On June 15, 2023, pursuant to the Share Transfer Agreement entered into by Quantum Capital (Hong Kong) Limited, who is an independent third-party corporation, and Advanced Biomed HK on June 9, 2023, Advanced Biomed HK transferred its wholly owned subsidiary, Sglcell (Huangshan) Biotech Co., Ltd., to Quantum Capital (Hong Kong) Limited at zero consideration without any other obligations arising from the transfers.
On December 23, 2025, we entered into agreement to sell Advanced Biomed HK (together with its subsidiary, Shanghai Sglcell) to Wei Ha Hui, an unrelated third party, for US$23,000.
On April 2, 2026, we acquired 100% of equity interests of Acellent Technologies (Hong Kong) Co. Limited (“Acellent”), who develops and operates the FinTruth Financial Verification Agent Platform (“FinTruth”).
On June 30, 2026, we entered into an agreement to sell Advanced Biomed Taiwan to Miaozhu Zhao, an unrelated third party, for US$490,000. As a result, we have exited our biomedical operations and have since fully shifted our focus towards developing AI application through FinTruth.
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The chart below depicts the corporate structure of the Company as of the date of this Report.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.
About FinTruth
FinTruth is our primary AI platform and the sole product offered to our customers. The product operates as a rule-based and model-based check platform, with research and development and engineering activities conducted by our employees, who are based primarily in Hong Kong. Its reasoning core, Smith RM, is a proprietary financial reasoning model developed and owned by Acellent. Smith RM is owned by Acellent and is not subject to any third-party license restrictions.
The platform is model-agnostic, meaning that, at a customer’s request, it can be configured to work with third-party or open-source large language models specified by the customer. FinTruth can also verify the output of third-party AI financial reasoning systems. Our AI research and algorithm engineering team is responsible for Smith RM, the verification algorithms, model evaluation, hallucination detection, AI safety mechanisms and related model-improvement work. Meanwhile, implementation, configuration, proof-of-concept support, system integration, testing and technical support are handled by our client solutions and commercialization function, which is supported by our product and software engineering team. The platform currently supports verification and user interface in English and Chinese. It does not support cross-language verification. In other words, FinTruth only verifies English-language reports against English-language source documents, and Chinese-language reports against Chinese-language source documents.
The platform is currently delivered in three ways: (1) a browser-based SaaS workspace hosted on international public cloud infrastructure provided by multiple cloud providers; (2) APIs, including a step-by-step verification API that allows verification checkpoints to be embedded in a customer’s or partner’s AI financial-analysis workflow; and (3) on-premises deployment within the customer’s own environment. Our commercial models also include integrated or bundled solutions offered through foundation-model providers, enterprise technology providers, financial IT platforms, and strategic technology partners.
The platform currently supports, in production, credit and credit-rating analysis reports, research reports, and financial statements and annual reports. Source materials include financial statements, credit reports, business registration information, judicial information and industry data.
Notably, FinTruth is designed to operate as a verification and audit layer, not as a replacement for the underlying AI model or for the professional judgment of analysts, auditors and compliance personnel. It consists of five principal components: (i) data ingestion layer – ingests corporate credit information, financial statements, business registration information, judicial information and industry data, as well as the AI-generated report and source documents uploaded by the user; (ii) Smith RM reasoning core– a proprietary financial reasoning model developed by Acellent, which provides step-by-step verification through an API and includes a self-repair mechanism, so that issues identified during verification can be fed back for correction; (iii) formal verification engine (“FV Engine”) consisting of four verification modules: numerical, logical, ontology and narrative consistency verifiers; (iv) financial rules knowledge base consisting of accounting standards, banking regulations and industry benchmarks; and (v) output layer – report rendering, format conversion and audit logs. Our knowledge base covers PRC Accounting Standards for Business Enterprises, International Financial Reporting Standards (IFRS) and Hong Kong Financial Reporting Standards (HKFRS), and U.S. GAAP.
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FinTruth is supported by our technology and data assets, which include proprietary financial datasets accumulated over approximately three years; internal financial rules and knowledge structures (including a financial ontology and a rules knowledge base of accounting standards covering PRC, IFRS/HKFRS and U.S. GAAP standards, banking regulations and industry benchmarks); and proprietary training and evaluation datasets developed through expert annotation, human feedback and product-use feedback. Our datasets are derived from data generated internally by Acellent. Because these datasets are generated internally, they are not purchased or licensed from third parties. As such, these datasets are owned by Acellent, which has the right to use them commercially and for model training. We believe these data are crucial to FinTruth’s functioning, as they support FinTruth’s verification, reasoning, evidence-tracing and model-evaluation capabilities. Our data pipelines, datasets, ontology construction, evidence-chain processing, knowledge-base maintenance and data-quality control are managed by our data and knowledge engineering function.
FinTruth currently provides three principal capabilities: (i) document and source comparison, allowing AI-generated financial analysis to be checked against underlying source documents; (ii) source-level evidence tracing, allowing statements and numerical values to be traced to supporting evidence; and (iii) verification and audit reporting, including consistency checks, confidence indicators and audit trails. In document and source comparison, FinTruth provides a side-by-side comparison of the AI-generated report and source files, with automatic highlighting of differences to identify data deviations and factual conflicts. In the detailed analysis view, a claim list, the AI report and the source materials are linked in three panels. In source-level evidence tracing, FinTruth traces claims and numbers back to their specific location in the source files. By selecting a claim, the reviewer is taken to the corresponding paragraph in the source materials, allowing the reviewer to check the evidence supporting each conclusion. Lastly, in verification and audit reporting, FinTruth produces a report overview with an overall pass score, counts of passed, suspect and erroneous claims, chapter-level quality scores, review suggestions and operating metrics (processing time, token usage and retry counts). Audit reports contain conclusions and evidence and can be exported in PDF and Word formats.
In general, the platform uses numerical, logical, ontology and narrative verification functions to identify inconsistencies in financial data, relationships, reasoning and narrative content. Through FinTruth’s task creation interface, users can upload an AI-generated report and the corresponding source documents for review against these capabilities. Following the continued development, refinement and commercialization of FinTruth, we plan to deploy the AI application to financial institutions, financial technology companies and other enterprise customers.
FinTruth supports two modes of use: (1) standalone verification of a completed report and (2) embedded verification checkpoints. Under standalone verification, the user uploads the AI-generated report and the corresponding source documents. The platform then extracts the claims in the report, traces each claim to the source documents, runs the verification modules and produces a report overview and a detailed claim-by-claim analysis, which can be exported as an audit report and kept in “History.” Under embedded verification checkpoints, FinTruth is integrated into an AI-financial analysis workflow, and verification is performed at each stage—data collection, fundamental analysis, risk identification, rating recommendation and report generation. Under both modes, FinTruth provides a verification report with confidence scores and an audit trail.
Additionally, FinTruth provides confidence indicators to our users. In verification and audit reporting, confidence is presented at three levels:
| 1. | Claim level - each claim is classified as “pass,” “suspect” or “error.” A claim is classified as “error” when it contradicts the source documents or violates a hard constraint (e.g., an accounting identity that does not hold). It is classified as “suspect” when the source documents do not contain sufficient evidence to support it, but no contradiction is found. Soft-constraint checks (e.g., industry benchmark alignment, narrative–sentiment consistency) produce confidence scores where deviations are tolerated. |
| 2. | Report level (“detection pass rate”) – a score is given out of 100, calculated as the number of passed claims divided by the total number of claims checked. Suspect and erroneous claims are not counted as passed. |
| 3. | Chapter level – each chapter receives a separate score across dimensions such as content completeness and data accuracy. Low-scoring chapters and identified numerical-extraction and calculation errors generate review suggestions. |
The classifications and scores are tested periodically against our proprietary evaluation datasets, which are annotated by our internal staff and external financial experts. We also provide opportunities for customer feedback on production use to identify and correct any possible misclassifications. However, automated verification may produce false positives or false negatives, and the confidence indicators do not guarantee the accuracy of any report or claim.
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We plan to generate revenue through multiple channels: (1) usage-based API fees, including token- or transaction-based metering; (2) enterprise subscription revenue through annual or periodic arrangements; and (3) integrated or bundled solutions offered through collaboration with foundation-model providers.
| 1. | Usage-based fees: charged to financial institutions, financial IT companies and other enterprise customers on a per-report or per-task basis, for both web and API use |
| 2. | Enterprise subscriptions and on-premises licenses: recurring annual or periodic subscription fees; for on-premises deployments, a one-time license fee plus an annual maintenance fee |
| 3. | Integrated or bundled solutions: offered in collaboration with foundation-model providers, enterprise technology providers and financial IT platforms, with pricing negotiated with each partner |
FinTruth Interface
A typical standalone verification task proceeds as follows:
| Step 1: | Upload – The user creates a new task, uploads the AI-generated report and the source documents, names the task and clicks “Start.” |
| Step 2: | Ingestion – The files are received in the data ingestion layer and a task record is created. For on-premises deployments, documents remain within the customer’s own environment. |
| Step 3: | Parsing – Text, tables and numerical values are extracted from the report and source documents, with page and paragraph locations kept for evidence tracing. |
| Step 4: | Claim extraction – Statements and numerical values in the AI-generated report are identified as individual claims. |
| Step 5: | Matching – Each claim is linked to the relevant location in the source documents to form an evidence chain. |
| Step 6: | Verification – The FV Engine applies the numerical, logical, ontology and narrative verifiers under the three-layer framework (hard constraints, logical consistency, soft constraints), using the financial rules knowledge base. Each claim is classified as pass, suspect or error and assigned to an issue type (e.g., numerical conflict, factual inconsistency, unsupported citation). |
| Step 7: | Report Output – The platform produces the report overview (detection pass rate, chapter scores, review suggestions, operating metrics) and the three-panel detailed analysis, and the user can export an audit report containing conclusions and evidence in PDF or Word format. A typical report is processed in a few minutes. |
Below are sample screenshots from our platform:
Figure 1: FinTruth intelligent report generation platform user task creation interface. Through this initial interface, users are prompted to upload an AI-generated report and the corresponding source documents for review.
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Figure 2: FinTruth History Interface
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Sales and Marketing
We plan to engage directly with prospective financial-institution and technology customers and product demonstrations through pilot or proof-of-concept activities. Meanwhile, we plan to distribute our product indirectly through financial IT companies, MaaS, AI distribution platforms, foundation-model providers and other strategic technology partners through integrated or bundled offerings. As part of our indirect approach, we recently entered into an agreement with Quantum Capital (Hong Kong) Ltd as our marketing partner to promote and market FinTruth to prospective customers. Based on future customer demand and available financial resources, we intend to expand distribution through additional strategic technology partners and by adding business-development personnel.
Competition
FinTruth’s competitors include large financial technology companies, AI model providers, enterprise software companies, and financial institutions developing internal verification systems. We believe our competitive strengths include: (i) FinTruth’s design as an independent verification layer that evaluates AI output against source evidence, financial constraints and domain-specific rules, rather than relying only on improvements in the underlying generative model; (ii) Smith RM, our proprietary financial reasoning model, and the platform’s ability to work with models specified by customers; (iii) the combination of four verification modules (numerical, logical, ontology and narrative) in a three-layer framework, with a financial rules knowledge base covering PRC, IFRS/HKFRS and U.S. GAAP accounting standards; (iv) claim-level, source-level evidence tracing with a three-panel linked review interface and exportable audit trails; (v) flexible deployment through SaaS, API or on-premises, so that customer data can stay within the customer’s environment; and (vi) our proprietary financial datasets and expert-annotated evaluation datasets.
However, we are at an early commercial stage, with a limited operating history, a relatively small customer base, a small team compared with large technology and financial-data companies, limited cash resources and limited brand recognition among large financial institutions. AI model providers or financial institutions may also build similar verification capabilities into their own products. In addition, we do not currently hold ISO/IEC 27001, SOC 2 or other security certifications or attestations, which some large financial institutions require of their vendors.
Growth Strategy
We have adopted a twelve-month business and marketing plan running from July 1, 2026 to June 30, 2027. Our objectives include plans to commercially deploy FinTruth to twenty institutional customers; conversion of ten pilot engagements into commercial contracts; growth from twelve to approximately eighteen full-time employees, and maintaining sufficient liquidity to fund planned operations. There can be no assurance that we will achieve these objectives within the anticipated timeframe, or at all. Specifically, our twelve-month plan consists of three stages:
| Stage I – | Product Enhancement and Commercial Readiness (months 0-3; completed): We enhanced document comparison, source-level evidence tracing, numerical and logical consistency verification, ontology and entity verification and audit-report generation; improved enterprise deployment, including on-premises deployment; refined our financial datasets and rules; established our pricing models (per-report usage fees, subscriptions, and on-premises license and maintenance fees); and held demonstrations and started pilot and proof-of-concept engagements with prospective customers. |
| Stage II – | Initial Commercial Deployment and Recurring Revenue (months 3-6; in progress): FinTruth is set to be in commercial use by paying customers, including commercial banks and financial IT and fintech companies. Between five and ten pilot or proof-of-concept engagements are underway or under discussion, and we are working to convert them into paying customers and recurring revenue. |
| Stage III – | Commercial Scaling and Product Expansion (months 6-12; not yet started): this stage is set to begin in approximately January 2027. |
As part of our twelve-month plan for developing and promoting FinTruth, we intend to possibly extend FinTruth’s functionality with additional verification modules, including additional financial-report verification functions and increased compatibility with additional financial documents and AI-output verification applications. We also intend to improve our automated customer onboarding experience and integration capabilities. We are currently in discussions regarding the potential acquisition of a legal AI agent designed to assist with the preparation, review and analysis of disclosure documents relating to U.S. capital markets transactions (due diligence, document analysis, disclosure drafting, document categorization and information collection), which could potentially expand FinTruth’s customer base. Its target users include law firms, public companies, investment banks, financial advisors, accounting firms and other participants in U.S. securities offerings and capital markets transactions. However, we have not yet entered into any binding or definitive agreement with respect to this potential acquisition, and there is no assurance that any transaction will be completed. We believe that the combination of an established operating platform, advanced technology and data assets, a dedicated technical support team, a defined commercial pipeline, and potential access to capital markets as a public company provides a strong foundation for the continued growth and commercialization of our AI-driven technology business.
Intellectual Property
We own 1 registered domain name in the United States.
| Item | Domain Name | |
| 1 | advb.ai |
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Employees
As of the date of this Report, we had 12 employees. The following table sets forth the number of our employees by function as of the date of this Report.
| Number | % of Total Employees | |||||||
| Functions: | ||||||||
| Executive & Product Leadership | 2 | 17 | % | |||||
| AI Research & Algorithm Engineering | 3 | 25 | % | |||||
| Product & Software Engineering | 2 | 17 | % | |||||
| Data & Knowledge Engineering | 1 | 8 | % | |||||
| Client Solutions & Commercialization | 1 | 8 | % | |||||
| Finance & Accounting | 2 | 17 | % | |||||
| Legal & Corporate Operations | 1 | 8 | % | |||||
| Total number of employees | 12 | 100.0 | % | |||||
Licenses and Approvals
The following table sets forth licenses and approvals that our subsidiaries are required to obtain for our operations in Hong Kong as of the date of this Report:
| Name | Licenses and Approvals | PRC and Taiwan Regulatory Authority | Expiration Date | |||
| Acellent Technologies | Certificate of Incorporation | Registrar of Companies, Hong Kong Special Administrative Region | indefinite | |||
| Acellent Technologies | Business Registration Certificate | Registrar of Companies, Hong Kong Special Administrative Region | July 8, 2027 |
Insurance
We and our subsidiaries do not currently maintain any commercial insurance. As such, we are susceptible to losses including property damage, accidents, or liabilities. In the event that such damages are substantial, we may experience materially negative impact on our business operations, financial condition, and results of operations.
Government Regulation
This section summarizes the principal Hong Kong and PRC laws, rules and regulations related to our business and operations.
Regulations in Hong Kong
Advanced Biomed Inc. is a Nevada corporation with its operating business located in Hong Kong. As such, the patent holding company, Advanced Biomed Inc. is subject to the laws and regulations of the United States of America while our operating business is subject to the laws and regulations of Hong Kong, as applicable, including labor, occupational safety and health, contracts, tort and intellectual property laws. Furthermore, because our server is located in Hong Kong, we need to comply with the rules and regulations of Hong Kong governing the data usage and regular terms of service applicable to our potential customers or clients. As the information of our potential customers or clients is preserved in Hong Kong, we need to comply with the Hong Kong Personal Data (Privacy) Ordinance, which regulates the collection, holding, processing and use of personal data by “data users.” A data user is any person who, alone or jointly with others, controls the collection, holding, processing or use of personal data. “Personal data” means a data relating directly or indirectly to a living individual from which it is practicable to ascertain the individual’s identity and which is in a form in which access to or processing of the data is practicable.
If PRC authorities reinterpret PRC laws to apply to Hong Kong companies, we may become subject to the laws and regulations of China governing businesses in general, including labor, occupational safety and health, contracts, torts and intellectual property. We may also become subject to foreign exchange regulations that might limit our ability to convert foreign currency into RMB, acquire any other PRC companies, establish variable interest entities in the PRC, or make dividend payments from any future wholly foreign owned entities to us.
Privacy and Protection of User Data
We and our subsidiaries are subject to a number of laws, rules, directives, and regulations relating to the collection, use, retention, security, processing, and transfer of personally identifiable information about our customers and employees in the countries where we operate. Our business will involve the processing of personal data in many jurisdictions and the movement of data across national borders. As a result, much of the personal data that we process, which may include certain financial information associated with individuals, is regulated by multiple privacy and data protection laws and, in some cases, the privacy and data protection laws of multiple jurisdictions. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with which we have commercial relationships.
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Employment Ordinance
The Employment Ordinance is the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a comprehensive range of employment protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance, Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment Contract, Protection Against Anti-Union Discrimination. In addition, every employer must take out employees’ compensation insurance to protect the claims made by employees in respect of accidents occurred during the course of their employment.
An employer must also comply with all legal obligations under the Mandatory Provident Fund Schemes Ordinance, (CAP485). These include enrolling all qualifying employees in MPF schemes and making MPF contributions for them. Except for exempt persons, employer should enroll both full-time and part-time employees who are at least 18 but under 65 years of age in an MPF scheme within the first 60 days of employment. The 60-dayemployment rule does not apply to casual employees in the construction and catering industries. Pursuant to the said Ordinance, we are required to make MPF contributions for our Hong Kong employees once every contribution period(generally the wage period within 1 month). Employers and employees are each required to make regular mandatory contributions of 5% of the employee’s relevant income to an MPF scheme, subject to the minimum and maximum relevant income levels. For a monthly-paid employee, the minimum and maximum relevant income levels are HKD$7,100 and HKD$30,000 respectively.
Regulations Relating to National Security
Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region. On June 30, 2020, the Standing Committee of the National People’s Congress of the PRC adopted the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”). The law was added to Annex III of the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), was promulgated for application in Hong Kong, and took effect on the same day. The Hong Kong National Security Law establishes four categories of offenses: secession, subversion of state power, terrorist activities, and collusion with a foreign country or with external elements to endanger national security. The most serious offenses are punishable by up to life imprisonment. Corporate entities convicted of an offense may be fined, and their operations may be suspended or their licenses or business permits revoked. The law also has extraterritorial reach, as it applies to offenses committed from outside Hong Kong by persons who are not permanent residents of Hong Kong. It established the Committee for Safeguarding National Security of the Hong Kong Special Administrative Region and the Office for Safeguarding National Security of the Central People’s Government in Hong Kong, and provides that, in specified circumstances, the Office may exercise jurisdiction over a case. In addition, the Implementation Rules for Article 43 of the Hong Kong National Security Law, which took effect on July 7, 2020, give the Hong Kong Police Force investigative powers relating to national security offenses. These include the power to search premises and electronic devices, to require service providers to remove electronic messages that are likely to constitute a national security offense, to restrict access to platforms or services, and to require service providers and other persons to provide information and assistance. Service providers that fail to comply with these requirements may be subject to fines and imprisonment.
Safeguarding National Security Ordinance. Article 23 of the Basic Law requires Hong Kong to enact its own laws to prohibit treason, secession, sedition, subversion against the Central People’s Government, and theft of state secrets, among other acts. To implement Article 23, the Legislative Council of Hong Kong passed the Safeguarding National Security Ordinance (the “SNSO”) on March 19, 2024, and the SNSO took effect on March 23, 2024. The SNSO complements the Hong Kong National Security Law and covers the following categories of offenses: treason; insurrection; offenses relating to state secrets and espionage; sabotage endangering national security; external interference; and offenses involving seditious intention.
Regulations in the PRC
Regulations Relating to Artificial Intelligence
The PRC has adopted a series of regulations that govern the provision of algorithm-based, deep synthesis and generative artificial intelligence (“AI”) services to the public within the PRC. These regulations are administered principally by the Cyberspace Administration of China (the “CAC”), together with other authorities. They supplement the general framework established by the PRC Cybersecurity Law, the PRC Data Security Law and the PRC Personal Information Protection Law. The principal AI-specific regulations are summarized below.
Provisions on the Administration of Algorithm Recommendation for Internet Information Services. On December 31, 2021, the CAC, the Ministry of Industry and Information Technology (the “MIIT”), the Ministry of Public Security (the “MPS”) and the State Administration for Market Regulation jointly issued the Provisions on the Administration of Algorithm Recommendation for Internet Information Services (the “Algorithm Recommendation Provisions”), which became effective on March 1, 2022. The Algorithm Recommendation Provisions apply to the use of algorithm recommendation technologies to provide internet information services within the PRC. These technologies include generation and synthesis, personalized push, sorting and selection, search and filtering, and dispatching and decision-making algorithms. Service providers must, among other things, assume primary responsibility for algorithm security; establish management systems for algorithm review, data security, personal information protection and emergency response; regularly review and evaluate their algorithm mechanisms, models, data and outcomes; and refrain from using algorithms to generate false information or to manipulate rankings or search results. Providers must also disclose the basic principles, purposes and main operating mechanisms of their algorithm recommendation services and allow users to turn off personalized recommendations. Providers of services with “public opinion attributes or social mobilization capabilities” must file their algorithms with the CAC through its algorithm filing system within ten working days after they begin providing services, and must conduct security assessments in accordance with relevant regulations. Violations may result in warnings, orders to rectify, suspension of information updates and fines.
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Provisions on the Administration of Deep Synthesis of Internet Information Services. On November 25, 2022, the CAC, the MIIT and the MPS jointly issued the Provisions on the Administration of Deep Synthesis of Internet Information Services (the “Deep Synthesis Provisions”), which became effective on January 10, 2023. “Deep synthesis technology” refers to technologies that use deep learning, virtual reality and other generative synthesis algorithms to produce text, images, audio, video, virtual scenes and other network information. The Deep Synthesis Provisions impose obligations on deep synthesis service providers, technical supporters and users. Service providers must, among other things, verify users’ real identities; establish systems for content review, data security, personal information protection and the prevention of fraud; strengthen the management of training data and ensure its security; and review and evaluate their generation and synthesis models and algorithms. Where a service provides editing functions for biometric information such as faces or voices, providers must notify users and obtain consent from the individuals whose information is edited. Content generated or edited using deep synthesis services must be labeled in a manner that does not affect use, and content that may cause public confusion or misidentification must carry a prominent label. Deep synthesis service providers and technical supporters are also subject to the algorithm filing requirements of the Algorithm Recommendation Provisions.
Interim Measures for the Management of Generative Artificial Intelligence Services. On July 10, 2023, the CAC, together with the National Development and Reform Commission, the Ministry of Education, the Ministry of Science and Technology, the MIIT, the MPS and the National Radio and Television Administration (the “NRTA”), jointly issued the Interim Measures for the Management of Generative Artificial Intelligence Services (the “Generative AI Measures”), which became effective on August 15, 2023. The Generative AI Measures apply to the use of generative AI technologies to provide services that generate text, images, audio, video and other content to the public within the PRC. They do not apply to industry organizations, enterprises, academic and research institutions or public cultural institutions that research, develop and apply generative AI technologies without providing generative AI services to the public within the PRC. Under the Generative AI Measures, providers must, among other things, use training data and foundation models from lawful sources; refrain from infringing the intellectual property rights of others; obtain consent or have another lawful basis for processing personal information; and take effective measures to improve the quality of training data, including its truthfulness, accuracy, objectivity and diversity. Providers bear responsibility as producers of online information content, must enter into service agreements with users, must label generated content in accordance with the Deep Synthesis Provisions, and must establish mechanisms to handle complaints and to promptly address illegal content. Providers of generative AI services with public opinion attributes or social mobilization capabilities must conduct security assessments and complete algorithm filings. Where generative AI services provided from outside the PRC to the public within the PRC do not comply with PRC laws and regulations, the CAC may notify the relevant authorities to take technical and other necessary measures. Violations are punishable under the PRC Cybersecurity Law, the PRC Data Security Law, the PRC Personal Information Protection Law and other applicable laws.
Measures for Labeling Artificial Intelligence-Generated Synthetic Content. In March 2025, the CAC, the MIIT, the MPS and the NRTA jointly issued the Measures for Labeling Artificial Intelligence-Generated Synthetic Content (the “Labeling Measures”), which became effective on September 1, 2025. A related mandatory national standard, Cybersecurity Technology – Labeling Method for Content Generated by Artificial Intelligence (GB 45438-2025), took effect on the same date. The Labeling Measures require providers of internet information services that generate or synthesize text, images, audio, video, virtual scenes and other content to add explicit labels to such content where required. Explicit labels are labels, such as text, audio or graphics, that users can readily perceive. Providers must also add implicit labels, such as metadata identifying the content as AI-generated and identifying the provider, to the files of generated content. Online content distribution platforms must take measures to detect and verify such labels and to alert the public to content that is or may be AI-generated. Providers may not delete, alter, falsify or conceal required labels. Providers must also specify labeling requirements in their user service agreements and must provide labeling-related materials when completing algorithm filings or security assessments.
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ITEM 1A. Risk Factors
Investing in our securities involves a high degree of risk. Before making any investment decision, you should consider carefully the following risks and other information in this Report, including our consolidated financial statements and related notes. The risks and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties that we are unaware of or that we believe are not material at the time could also materially adversely affect our business, financial condition or results of operations. In any case, the value of our Common Stock could decline, and you could lose all or part of your investment. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to Our Business and Industry
We recently transitioned our business strategy, and our future success is uncertain.
During our most recent fiscal year, we discontinued our biotechnology operations and redirected our resources toward the development of our artificial intelligence platform FinTruth. Because our continuing business differs significantly from our historical operations, investors have limited information regarding our ability to successfully execute this strategy.
The transition to an AI-focused business involves substantial risks, including developing a commercially viable platform, obtaining customer acceptance, competing against significantly larger companies, protecting proprietary technology, securing adequate financing, and generating sustainable revenues. There can be no assurance that our new business strategy will be successful.
We have generated limited revenue from our AI-focused operations and may never achieve profitability.
Following the discontinuation of our biotechnology business, our continuing operations are focused primarily on developing our artificial intelligence platform FinTruth. We currently generate no significant revenue from these activities and expect that our future operating results will depend largely upon our ability to successfully commercialize our technology.
Commercialization may require substantial additional investments, strategic partnerships, customer adoption, regulatory compliance, and market acceptance, none of which can be assured.
We may rely on a limited number of third parties for marketing, distribution and revenue, and the loss of or underperformance by any of them could harm our business.
We may rely on financial IT companies, MaaS and AI distribution platforms, foundation-model providers and other strategic technology partners for indirect distribution. Depending on a small number of partners concentrates our risk. If any of these relationships ends, is not renewed on favorable terms or underperforms, or if a partner has financial, operational or reputational problems, our revenue, our sales pipeline and our ability to carry out our business plan could be materially and adversely affected.
We have recently transitioned our business to enterprise AI applications and have a limited operating history in this industry, which makes it difficult to evaluate our prospects.
We acquired Acellent in April 2026 and have since disposed of our biomedical operations and shifted our focus entirely to FinTruth, which is currently our sole product. As of the date of this Report, we have not generated any customer revenue from FinTruth, and our revenue relating to FinTruth has been derived solely from agency service fees. Our business plan depends on converting pilot and proof-of-concept engagements into commercial contracts, achieving our twelve-month deployment and hiring objectives, and developing recurring and usage-based enterprise revenue. We may not achieve these objectives on our anticipated timeline or at all, and our limited operating history in the AI industry makes it difficult to evaluate our business and future prospects.
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The market for AI financial verification is new and evolving, and may not develop as we expect.
Our strategy is premised on the continued adoption of large language models and AI agents by financial institutions in credit analysis, investment research, risk assessment and compliance review, and on demand for independent verification of AI-generated output. If financial institutions slow or limit their adoption of AI, if foundation-model providers substantially reduce hallucination and other errors in their models, or if customers prefer to rely on manual review or internal tools, demand for FinTruth may be lower than we anticipate. Commercial banks, insurance companies and other regulated institutions also typically have lengthy procurement, security review and approval processes, which may delay or prevent sales.
The AI industry is intensely competitive and rapidly changing, and we may be unable to compete successfully against larger and better-funded competitors.
We face competition from foundation-model providers that may incorporate verification, citation and fact-checking functions directly into their models, from large technology, data and financial information companies, from financial IT companies, and from other AI start-ups. Many of these competitors have substantially greater financial, technical, data and marketing resources, larger customer bases and broader distribution than we do. Some of the same parties with whom we seek to collaborate, including foundation-model providers and financial IT platforms, may also compete with us. The rapid pace of innovation in AI may render our technology obsolete or require us to make significant investments to remain competitive, which we may be unable to fund.
Evolving laws and regulations relating to AI in the jurisdictions where we or our customers operate could increase our costs, restrict our services or reduce demand for FinTruth.
Governments in many jurisdictions, including the United States at the federal and state levels, the European Union and other markets, have adopted or are considering laws, regulations and guidance governing the development and use of AI, including requirements relating to transparency, explainability, risk management, human oversight, data governance and the use of AI in credit and other consequential decisions. Our customers in regulated financial services may be subject to such requirements and may in turn impose them on us. While increasing regulatory focus on the accountability and accuracy of AI is a driver of our business, new or inconsistent regulatory requirements could require us to change FinTruth, limit the use cases or jurisdictions we can serve, increase our compliance costs and expose us to liability.
We depend on third-party cloud providers, models and distribution partners, and any disruption in these relationships could harm our business.
We do not own any data centers, and the SaaS version of FinTruth runs on rented infrastructure from multiple international public cloud providers. We also rely, and expect to rely increasingly, on financial IT companies, MaaS and AI distribution platforms, foundation-model providers and marketing partners, to distribute and promote FinTruth. Interruptions, capacity constraints, price increases or changes in terms by our cloud providers, or the termination of or failure to perform by our distribution and marketing partners, could disrupt our services, increase our costs and impair our ability to grow our customer base.
We may be unable to attract and retain qualified AI and engineering talent.
Competition for personnel with expertise in AI research, algorithm engineering, data and knowledge engineering and financial domain knowledge is intense. Our AI research and algorithm engineering team currently consists of three full-time employees, and we intend to grow from twelve to approximately eighteen full-time employees under our twelve-month plan. The loss of any key personnel, or our inability to hire additional qualified personnel on acceptable terms, could delay the development of Smith RM and FinTruth and adversely affect our business.
We may be unable to adequately protect our proprietary technology and data, and we may be subject to claims that we infringe the intellectual property rights of others.
Our success depends in part on our proprietary technology and data assets, including Smith RM, our verification algorithms, our financial rules knowledge base and our proprietary datasets. We rely primarily on trade secret protection, confidentiality agreements and contractual restrictions to protect these assets, and these measures may not prevent unauthorized use, disclosure or reverse engineering of our technology, or the independent development of similar technology by our competitors. In addition, our datasets are derived in part from publicly available information, and the legal framework governing the use of such information, including for model training, remains unsettled in Hong Kong, the PRC and other jurisdictions. Third parties may claim that FinTruth, Smith RM or our datasets infringe or misappropriate their intellectual property or data rights. Any such claims, regardless of merit, could be costly to defend, divert the attention of our management, require us to pay damages or license fees, or require us to modify or cease offering portions of FinTruth.
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Failure to attract and retain our senior management and other key employees could adversely affect our business.
Our future success is significantly dependent upon the continued service of our senior management, such as Dr. Xiaomin Chen, our chairman of the board of directors and chief executive officer, and our engineering teams. If we lose their services, we may not be able to locate suitable or qualified replacements, and we may incur additional expenses to recruit new senior management team members, which could severely disrupt our business and growth. In addition, if these personnel join our competitors or form a competing business, our business and prospects could be adversely affected.
FinTruth is a complex software, and undetected defects, errors, vulnerabilities or performance failures could harm our reputation, cause us to lose customers and expose us to liability.
FinTruth combines several parts: a data ingestion layer, the Smith RM reasoning core, a formal verification engine with numerical, logical, ontology and narrative verifiers, a financial rules knowledge base, and an output layer. It is delivered as a browser-based SaaS workspace, through APIs and as an on-premises deployment. Software this complex often contains defects, errors or vulnerabilities, particularly when new versions, verification modules or features are first released. These may be found only after our customers have used the product. Defects could cause FinTruth to process documents incorrectly, fail to extract numbers or claims, misclassify claims, produce inaccurate audit reports, or become unavailable. Correcting defects may require significant resources and may not be done in time. Any such problem could lead to lost or delayed market acceptance, loss of customers, warranty or indemnity claims, diversion of engineering resources and damage to our reputation.
On-premises deployments of FinTruth involve additional technical, support and security challenges.
When FinTruth is deployed on-premises, it runs on the customer’s own infrastructure and is subject to the customer’s security controls. Each customer environment may differ in hardware, operating systems, network setup and security policies. This can make implementation, configuration, testing, updates and technical support more difficult, slower and more expensive. Our client solutions and commercialization team, supported by our product and software engineering team, may not be able to support a growing number of on-premises deployments. We also have limited visibility into and control over customer environments. Performance problems or security incidents arising in those environments may be attributed to FinTruth even when we did not cause them, which could lead to disputes, liability or reputational harm. Deploying our software, including Smith RM, outside our own controlled environment may also increase the risk that it is copied, reverse engineered or misappropriated.
Cyberattacks, security breaches and other incidents affecting our systems or those of our third-party providers could disrupt our operations, compromise confidential information and subject us to significant liability.
Our business depends on the confidentiality, integrity and availability of our information technology systems and data. That includes the confidential financial reports, credit reports and other source documents our customers upload, our proprietary datasets, and the source code and model weights of Smith RM. Cyberattacks are becoming more frequent, sophisticated and severe, and they come from many types of attackers, including organized criminal groups, hacktivists and state-sponsored actors. Threats include ransomware, phishing and social engineering, denial-of-service attacks, credential theft, malware and exploitation of software vulnerabilities, including previously unknown (“zero-day”) vulnerabilities. Attackers are also increasingly using AI to make their attacks more effective. Companies that provide services to financial institutions may be especially attractive targets because of the value of the data they handle.
We use rented infrastructure from multiple international public cloud providers, as well as other third-party software and service providers. Our ability to monitor their security practices is limited, and an incident affecting any of them could affect us. Like other companies our size, we have limited resources to spend on cybersecurity, and our security measures may not detect or prevent every incident. A security incident could interrupt our services, cause loss, corruption or unauthorized disclosure of customer or proprietary data, and lead to theft of our intellectual property. It could also result in regulatory investigations and penalties, notification obligations, litigation, breach of contract claims, loss of customers and significant remediation costs. Any of these could materially and adversely affect our business, financial condition and results of operations.
Our financial-institution customers impose demanding security, data-handling and audit requirements, and our failure to satisfy them could prevent us from winning or keeping customers.
Our target customers include commercial banks, securities firms, insurance companies, asset managers and auditing firms. These customers are subject to extensive regulation of how they manage technology, outsourcing and third-party risk. Before buying from us, they typically conduct detailed security and vendor due diligence. They may also require contract terms on data protection, data location, business continuity, incident notification, audit rights, service levels and liability. Meeting these requirements may require us to get security certifications, put in place additional controls, pay for audits or accept increased liability. Doing so could be costly and lengthen our sales cycles. If we cannot meet these requirements, or if we breach them after signing a contract, we may lose customers, face contractual claims or be shut out of parts of our target market.
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We are subject to SEC cybersecurity disclosure requirements, and a failure to identify, assess or timely disclose material cybersecurity incidents could expose us to regulatory action and litigation.
SEC rules require us to describe our processes for assessing, identifying and managing material cybersecurity risks, as well as our board’s oversight of those risks. They also require us to disclose a cybersecurity incident on Form 8-K within four business days after we determine that the incident is material. Deciding whether an incident is material can be complex and must be done quickly, often before all the facts are known. Making this assessment may be especially difficult for us because we have a lean operating structure and limited dedicated security personnel. If we fail to assess or disclose incidents properly, or if our disclosure is later found to be inaccurate or incomplete, we could face SEC enforcement action, securities litigation and reputational harm. In addition, a public disclosure could itself reveal information that attackers or competitors could exploit.
Our insurance coverage may not be adequate to cover losses from cybersecurity incidents, technology failures or other operational events.
We may not have insurance that is sufficient for, or covers at all, losses from cybersecurity incidents, service interruptions, professional liability claims related to FinTruth’s outputs, or other operational events. Cyber and technology errors and omissions insurance may be unavailable on acceptable terms, may become more expensive, or may contain exclusions, deductibles and coverage limits that leave us responsible for a large part of any loss. Insurers may also deny coverage for particular claims. Losses that are uninsured or exceed our coverage could materially and adversely affect our financial condition.
We have a small workforce and depend on a limited number of key personnel, and our lean operating structure may not be sufficient to support our business as a public company.
After disposing of our biomedical operations, we have kept a lean, technology-focused operating structure. We currently have approximately twelve full-time employees, and our AI research and algorithm engineering team has three full-time employees. Because a few individuals hold critical knowledge of our reasoning core, our verification algorithms, our datasets and our customer relationships, losing any of them could seriously disrupt our development, implementation and commercialization activities. In addition, a small team may lack enough people to separate duties properly and to cover the operational, compliance, financial reporting and governance work required of a Nasdaq-listed company while we pursue our business plan. We may be unable to hire additional qualified personnel when we need them or on acceptable terms.
Business interruptions caused by natural disasters, public health events, geopolitical events, power or telecommunications failures or other events beyond our control could disrupt our operations.
Substantially all of our employees are based in Hong Kong, and our SaaS platform runs on third-party cloud infrastructure. Typhoons, floods, earthquakes, pandemics or other public health emergencies, social unrest, geopolitical tensions, terrorism, power outages, telecommunications failures or cloud service outages could disrupt our research and development, customer implementation and support, and the availability of FinTruth. Because our workforce is concentrated in one location, a single event could affect most of our operations. Our business continuity and disaster recovery plans may not work as intended, and we may not have enough insurance to cover resulting losses.
We will need substantial additional capital to fund our operations and business plan, which may not be available on acceptable terms or at all.
We expect to fund FinTruth’s continued operation and commercialization through a combination of operating revenues, proceeds from the sale of Advanced Biomed Inc. (Taiwan), and future capital-raising activities. Although we have received term sheets and engagement letters relating to potential financing transactions, none of these transactions may be completed. Our ability to raise capital may be affected by market conditions, our operating results, our status as a company with operations in Hong Kong, and regulatory developments affecting companies with operations in Hong Kong or the PRC. If we cannot obtain enough financing when we need it, we may have to delay, scale back or entirely stop our product development, hiring and commercialization efforts.
Cybersecurity Breaches and other Disruptions to our Information Technology Systems
The efficient operation of our business is dependent on our information technology systems to process, transmit and store sensitive electronic data, including employee, distributor and customer records, and to manage and support our business operations. The secure maintenance of this information is critical to our operations. Despite our security measures, our information technology system may be vulnerable to attacks by hackers or breaches due to errors or malfeasance by employees and others who have access to our system, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters. Any such event could compromise our information technology systems, expose our customers, distributors and employees to risks of misuse of confidential information, impair our ability to effectively and timely operate our business, and cause other disruptions, which could result in legal claims or proceedings, disrupt our operations and the services we provide to customers, damage our reputation, and cause a loss of confidence in our products and services, any of which could adversely affect our results of operations and competitive position.
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We may be subject to litigation and other claims and legal proceedings, and may not always be successful in defending ourselves against these claims or proceedings.
We may be subject to lawsuits and other claims in the ordinary course of our business. We may from time to time be subject to lawsuits and other legal proceedings brought by our customers, competitors, employees, business partners, investors, other shareholders of the companies we invest, or other entities against us in the ordinary course of our business. We may also be subject to regulatory proceedings in the ordinary course of our business. We may not be successful in defending ourselves, and the outcomes of these lawsuits and proceedings may be unfavorable to us. Lawsuits and regulatory proceedings against us may also generate negative publicity that significantly harms our reputation, which may adversely affect our customer base, market position and our relationships with our research partners and other business partners. In addition to the related costs, managing and defending litigation and other legal proceedings and related indemnity obligations can significantly divert our management’s attention from operating our business. We may also need to pay damages or settle lawsuits or other claims with a substantial amount of cash, negatively affecting our liquidity. As a result, our business, financial condition and results of operations could be adversely affected.
Risks Relating to Our Financial Prospects and Need for Additional Capital
We have recorded negative cash flows from operating activities historically and may have a current liabilities position in the future.
We have experienced significant cash outflow from operating activities since our inception. We had net cash outflow in operating activities from continuing operations of $0.96 million and $2.3 million for the years ended June 30, 2026 and 2025, respectively. We had net cash outflow in operating activities from discontinued operations of $0.99 million to and $3.5 million for the years ended June 30, 2026 and 2025, respectively. The cost of continuing operations could further reduce our cash position, and an increase in our net cash outflow from operating activities could adversely affect our operations by reducing the amount of cash available to meet the cash needs for operating our business and to fund our investments in our business expansion.
We had net current asset of $12.3 million as of June 30, 2026. We cannot guarantee that we will remain in a net current assets position in future, which would expose us to liquidity risk. Our future liquidity and ability to make additional capital investments necessary for our operations and business expansion will depend primarily on our ability to maintain sufficient cash and to obtain adequate external financing. There can be no assurance that we will be able to obtain any sources of financing.
We require substantial funding for our operations and have a limited operating history and limited revenue from FinTruth. If we cannot raise sufficient additional capital on acceptable terms, our business, financial condition and prospects may be adversely affected.
We require substantial capital to fund our existing operations, commercialize new products, expand our business and pursue strategic investments. In particular, we require substantial capital to:
| ● | increase our sales and marketing efforts to drive market adoption of our products and services and address competitive developments; |
| ● | maintain, expand and protect our intellectual property portfolio; |
| ● | hire and retain additional personnel, such as AI development and research personnel; |
| ● | develop, acquire and improve operational, financial and management information systems; |
| ● | finance general and administrative expenses; and |
| ● | operate as a public company. |
Because we lack a significant operating history on AI, in particular Fintruth, you have no basis upon which to evaluate our ability to achieve our business objective. If we fail to complete our initial launch of FinTruth, we will never generate any operating revenues.
Further financing may not be available to us on acceptable terms, or at all. If we fail to raise capital as and when needed it would have a negative impact on our financial condition and our ability to pursue our business strategy. In addition, if we raise funds by issuing debt securities or incurring additional borrowings, the terms of debt securities issued or borrowings could impose significant restrictions on our operations, and we may be unable to repay the indebtedness when due. If we raise funds by issuing equity securities, your investment in our company could be diluted.
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Raising additional capital may lead to dilution of shareholdings by our existing stockholders, restrict our operations, and may further result in fair value loss adversely affecting our financial results.
We may seek additional funding through a combination of equity and debt financings and collaborations. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of existing holders of our shares will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our existing stockholders.
The incurrence of additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in certain additional restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, and other operating restrictions that could adversely impact our ability to conduct our business.
Risks Related to Doing Business in Hong Kong and China
We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers.
While we are currently not subject to the laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection, there can be no assurance that such laws will continue to be inapplicable to us in the future as these laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particular with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.
Substantially all of our operations, personnel and research and development activities are located in Hong Kong, and changes in the political, economic and legal environment in Hong Kong or the PRC, including the possibility that the PRC government may intervene in or influence our operations, could materially and adversely affect our business.
We conduct our AI technology operations through Acellent, a Hong Kong company, and our research and development and engineering personnel are based solely in Hong Kong. Hong Kong is a Special Administrative Region of the PRC, and the PRC government has significant oversight and discretion over the conduct of business in Hong Kong. Although Hong Kong currently maintains a legal system separate from that of mainland China under the “one country, two systems” principle, there can be no assurance that this will continue. Laws such as the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region and the Safeguarding National Security Ordinance, as well as any future extension of mainland China laws and regulations to Hong Kong, could affect how we collect and process data, develop and deploy AI models, and serve customers. The PRC government may also intervene in or influence the operations of Hong Kong-based companies at any time, which could result in a material change in our operations and/or the value of our common stock, or significantly limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
The PRC has adopted, and continues to adopt, an extensive and rapidly evolving body of laws regulating artificial intelligence, algorithms and generative AI, and if FinTruth or our activities become subject to these laws, compliance could be costly and failure to comply could subject us to penalties or force us to modify or suspend our services.
The PRC has implemented a series of AI-specific regulations, including the Provisions on the Administration of Algorithm Recommendation for Internet Information Services, the Provisions on the Administration of Deep Synthesis of Internet Information Services, the Interim Measures for the Management of Generative Artificial Intelligence Services and the Measures for Labeling Artificial Intelligence-Generated Synthetic Content. These rules impose, among other things, algorithm filing and security assessment requirements, content management and labeling obligations, requirements relating to the legality and quality of training data and protection of intellectual property and personal information, and obligations to prevent discrimination and the generation of false or harmful information. The PRC has also amended its Cybersecurity Law to address AI governance, and further comprehensive AI legislation has been under consideration.
Although we currently conduct our operations in Hong Kong, FinTruth processes Chinese-language reports, applies PRC Accounting Standards for Business Enterprises, and relies on datasets that include business registration and judicial information. If we provide FinTruth, its APIs or Smith RM to customers or users in mainland China, deploy FinTruth on-premises for customers in mainland China, or enter into integrated or bundled arrangements with foundation-model providers or financial IT platforms operating in mainland China, we or our partners may be required to complete algorithm filings, security assessments or other registrations, and to comply with content, labeling and data requirements that may be difficult or costly for us to satisfy. The interpretation and enforcement of these rules remain uncertain and are subject to significant regulatory discretion. Failure to comply could result in warnings, fines, suspension of services, removal of applications or other penalties, and could limit our ability to pursue customers in mainland China.
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We may be subject to PRC laws on cybersecurity, data security, personal information protection and cross-border data transfers, which are complex and evolving.
The PRC Cybersecurity Law, Data Security Law and Personal Information Protection Law, together with implementing regulations such as the Measures for Cybersecurity Review and the Provisions on Promoting and Regulating Cross-Border Data Flows, regulate the collection, storage, use, processing and transfer of data, including “important data” and personal information. The Personal Information Protection Law may apply to processing outside mainland China of personal information of individuals in mainland China under certain circumstances, such as where the purpose is to provide products or services to such individuals or to analyze their behavior. Our proprietary financial datasets include information derived from listed-company financial reports, business registration and judicial information, and our customers may upload credit reports and other source documents that contain information about PRC companies and individuals. If such data are deemed to be subject to these laws, we could be required to obtain consents, conduct security assessments or certifications, or restrict cross-border transfers of data, including transfers to the international public cloud infrastructure on which our SaaS version of FinTruth is hosted. Any of these requirements could increase our compliance costs, limit our ability to use data for product development and model training, and expose us to investigations, fines or other sanctions.
We are subject to the Hong Kong Personal Data (Privacy) Ordinance and evolving Hong Kong guidance on the use of AI, and any failure to comply could harm our business and reputation.
We are subject to the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong, which regulates the collection, holding, processing and use of personal data. The Office of the Privacy Commissioner for Personal Data has issued guidance on the use of AI, including the Artificial Intelligence: Model Personal Data Protection Framework, and has indicated that it expects organizations procuring, implementing and using AI systems to adopt risk-based governance and data minimization measures. Hong Kong financial regulators, including the Hong Kong Monetary Authority and the Securities and Futures Commission, have also issued guidance on the use of AI and generative AI by authorized institutions and licensed corporations, which our financial-institution customers may expect us to support through contractual commitments, audits and enhanced controls. In addition, the Hong Kong government has proposed amendments to copyright law relating to text and data mining. Changes in these laws and guidance, or in their interpretation or enforcement, could require us to modify FinTruth, our data practices or our training processes, and any actual or alleged failure to comply could result in enforcement action, contractual liability or reputational harm.
The PRC and Hong Kong legal systems embody uncertainties, particularly with respect to the regulation of emerging technologies such as AI, which could limit the legal protections available to us.
Laws and regulations governing AI in the PRC and Hong Kong are relatively new, are frequently issued in the form of interim measures or departmental rules, and leave substantial discretion to regulators. Enforcement may be inconsistent, and new rules may be applied with little advance notice or retroactively. In addition, the ownership of and protection afforded to AI models, training data and AI-generated content under PRC and Hong Kong law remain unsettled. As a result, we may be unable to predict our compliance obligations accurately, to enforce our rights in Smith RM, our datasets and our other technology and data assets, or to defend against claims, any of which could materially and adversely affect our business.
Export controls, sanctions and other restrictions on AI technology, semiconductors and cloud services imposed by the United States, the PRC or other jurisdictions could restrict our access to computing resources and models, and limit the markets in which we can operate.
The United States has imposed, and may continue to expand, export controls on advanced semiconductors, AI model weights and related technology, and has adopted rules restricting certain U.S. investments in AI and other technologies involving “countries of concern,” which include the PRC, Hong Kong and Macau. The PRC has adopted countermeasures and its own export control regime. Because we rely on rented infrastructure from international public cloud providers and FinTruth can be configured to work with third-party or open-source large language models, such restrictions could limit our access to computing capacity, models or software, increase our costs, restrict our ability to serve customers in certain jurisdictions or to enter into partnerships, and adversely affect our ability to raise capital from U.S. investors.
Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon our ability to operate profitably in the Mainland China and Hong Kong.
Since we conduct our operations through our subsidiary in Hong Kong, economic, political and legal developments in the PRC will affect our business, financial condition, results of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. Our ability to operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our ability to operate business in China.
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The Chinese government may intervene in or influence our operations in the Mainland China or Hong Kong at any time or may exert more control over offerings conducted overseas and/or foreign investment in us, which could result in a material change in our operations and and/or the value of the securities we are registering for sale.
The Chinese government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations in the Mainland China or Hong Kong as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policies that significantly affected certain industries such as the education and Internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could require us to seek permission from Chinese authorities to commence to operate our business, which may adversely affect our business, financial condition and results of operations. Furthermore, recent statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in China that are to be conducted in foreign markets, as well as foreign investment in PRC-based issuers. There is no guarantee that we will not be subject to such direct influence or intervention in the future due to changes in laws or other unforeseeable reasons. There is always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in the Mainland China and Hong Kong. Any such action, once taken by the Chinese government, could cause the value of our Common Stock to significantly decline or become worthless. In addition, if we were to become subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons, it may require a material change in our operations and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.
If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
We face risks arising from China including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence the operations Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in the operations Hong Kong and/or the value of our Common Stock.
The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in Hong Kong may be harmed by changes in laws and regulations in China, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. The PRC central or local governments may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our and our subsidiaries’ compliance with such regulations or interpretations.
Government actions in the future could significantly affect economic conditions in China or particular regions thereof, and could require us in Hong Kong to materially change our operating activities or divest ourselves of any interests we hold in Chinese assets. We may be subject to various government and regulatory interference. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by changes to existing laws or implementation of future laws and regulations relating to their business or industry.
As of the date of this Report, we (1) are not required to obtain permissions from any PRC authorities to operate or issue our Common Stock to foreign investors, (2) are not subject to permission requirements from the CSRC, CAC or any other entity that is required to approve our operations in the Mainland China and Hong Kong, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. The regulatory agencies like CSRC or CAC may impose fines and penalties on our operations in the Mainland China or Hong Kong, limit our ability to pay dividends outside of the Mainland China or Hong Kong, limit our operations in the Mainland China or Hong Kong, delay or restrict the repatriation of the credits from the ELOC Agreement or any future financing activities into the Mainland China or Hong Kong or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt future offerings before settlement and delivery of our Common Stock. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for future offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or complete hinder our ability to offer or continue to offer our securities and cause the value of such securities to significantly decline or be worthless.
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The Chinese government may exert more control over Hong Kong business or impose new laws or regulations on business activities in Hong Kong.
Although Acellent is in compliance with current Hong Kong laws and regulations, it may be subject to risks similar to those faced by companies operating in mainland China in the future if the Chinese government were to exert more control over Hong Kong business or impose new laws or regulations on business activities in Hong Kong, which often comes with little advance notice. In that case, we cannot guarantee you that we can timely comply with any new laws and regulations, which could materially affect our operations and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.
On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.
On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.
On March 24, 2021, the SEC announced the adoption of interim final amendments to implement the submission and disclosure requirements of the Holding Foreign Companies Accountable Act. In the announcement, the SEC clarifies that before any issuer will have to comply with the interim final amendments, the SEC must implement a process for identifying covered issuers. The announcement also states that the SEC staff is actively assessing how best to implement the other requirements of the Holding Foreign Companies Accountable Act, including the identification process and the trading prohibition requirements.
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On June 22, 2021, the U.S. Senate passed the AHFCAA, which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to HFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.
On September 22, 2021, the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. The final amendments are effective on January 10, 2022. The SEC will begin to identify and list Commission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.
On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.
On August 26, 2022, PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in Mainland China and Hong Kong.
On December 15, 2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in Mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary.
Should the PCAOB again encounter impediments to inspections and investigations in Mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. The inability of the PCAOB to conduct inspections of auditors in PRC makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control procedures as compared to auditors outside of PRC that are subject to the PCAOB inspections, which could cause investors and potential investors in our Common Stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
Our auditor WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards Our auditor, WWC, P.C. is headquartered in San Mateo, California and has been inspected by the PCAOB on a regular basis, with the last inspection conducted in 2023. It is not subject to the determinations announced by the PCAOB on December 16, 2021 or the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China on August 26, 2022. However, if the PCAOB is unable to inspect our accounting firm in the future, our Common Stock may be delisted from or prohibited from trading on a national securities exchange.
The recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us since we are an emerging growth company and substantially all of our operations are conducted in Hong Kong. The Holding Foreign Companies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three years, may result in the delisting of our Company or prohibition of trading in our Common Stock in the future if the PCAOB is unable to inspect our accounting firm at such future time. Further, the AHFCAA which was later signed into law in the Consolidated Appropriations Act, reduces the period for foreign companies to comply with PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading, and this ultimately could result in our Common Stock being delisted by an exchange.
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Regulation and censorship of information disseminated over the Internet in the PRC may adversely affect our business, and we may be liable for content that is displayed on our website.
The PRC has enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of our Internet information is deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of our customers or users of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in the PRC.
To the extent cash or assets in our business are in Hong Kong or held by our Hong Kong subsidiary, such cash or assets may not be available to fund our operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government.
As a holding company, we may rely on dividends and other distributions from Acellent, our Hong Kong subsidiary, for our cash requirements. There are currently no restrictions or limitations under Hong Kong law on the conversion of Hong Kong dollars into foreign currencies or the remittance of currencies out of Hong Kong, or on the ability of Acellent to transfer cash to us or to pay dividends. However, if the PRC government were to impose restrictions or limitations on our or Acellent’s ability to transfer cash or assets, the cash or assets of Acellent may not be available to fund our operations or for other use outside of Hong Kong. In addition, if Acellent incurs debt on its own behalf, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.
Risks Related to Nevada Corporate Laws
Nevada law and our charter documents provide our directors and officers with broad protection from liability, which could reduce stockholder rights.
We are incorporated under the laws of the State of Nevada. Nevada law provides directors and officers with broader discretion in the discharge of their duties, and greater protection from liability, than directors and officers of corporations incorporated in many other states. Except in cases of intentional misconduct, fraud, or a knowing violation of law, Nevada law generally provides that directors and officers are not personally liable to the corporation or its stockholders. As a result, stockholders may have more limited rights to challenge actions of our directors and officers, even when they believe those actions are not in their best interests. This limitation on liability could reduce the likelihood of derivative litigation against our directors and officers and may discourage or prevent stockholders from bringing a lawsuit, even in instances where they believe that directors or officers have acted improperly.
We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs.
Our articles of incorporation and bylaws require us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. We are also required to advance the costs of certain legal defenses upon the indemnitee undertaking to repay such expenses to the extent it is determined that such person was not entitled to indemnification of such expenses. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors, or control persons, the SEC has advised that such indemnification is against public policy and is therefore unenforceable.
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Provisions in our articles of incorporation, our bylaws, and Nevada law might discourage, delay or prevent a change in control of our Company or changes in our management and, therefore, depress the trading price of our Common Stock.
Provisions of our articles of incorporation, our bylaws, and Nevada law may have the effect of deterring unsolicited takeovers or delaying or preventing a change in control of our Company or changes in our management, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests. These provisions include:
| ● | the ability of stockholders to call special meetings only upon request of stockholders holding 80% of the shares entitled to vote at the meeting; and |
| ● | the “business combinations” and “control share acquisitions” provisions of Nevada law (discussed below), to the extent applicable, could discourage attempts to acquire our stockholders’ stock even on terms above the prevailing market price. |
The existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.
Nevada’s anti-takeover statutes could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders.
As a Nevada corporation, we are subject to provisions of the Nevada Revised Statutes (“NRS”) that may have the effect of discouraging, delaying, or preventing a change of control that stockholders may consider favorable. In particular, Nevada’s “business combination” statute (NRS 78.411-78.444) restricts certain transactions between a Nevada corporation and an “interested stockholder” (generally a person who owns 10% or more of the corporation’s voting shares) for up to two years after the person becomes an interested stockholder, unless certain conditions are met. Nevada’s “control share” statute (NRS 78.378-78.3793) also limits the voting rights of a person acquiring a “controlling interest” (generally 20% or more of a corporation’s voting shares), unless approved by the disinterested stockholders. These statutes, and similar provisions in our articles of incorporation and bylaws, may make it more difficult for a third party to acquire control of us without the approval of our board of directors and may discourage potential takeover attempts that stockholders might consider in their best interests.
Risks Related to our Common Stock
Our Common Stock may not develop an active trading market and the price and trading volume of our shares may fluctuate significantly.
Our Common Stock is currently listed on the Nasdaq Capital Market. We cannot predict whether investor interest in us will lead to the development of an active and liquid trading market. If an active trading market does not develop, holders of our shares of Common Stock may have difficulty selling our shares that may now be owned or may be purchased later. Even if an active trading market develops for our shares, the market price of our shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our shares may fluctuate and cause significant price variations to occur.
We do not anticipate paying cash dividends on our Common Stock in the foreseeable future.
We do not anticipate paying cash dividends in the foreseeable future. Presently, we intend to retain all our earnings, if any, to finance development and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in us will be if the market price of our Common Stock appreciates.
Our former Chairman and Chief Executive Officer, Dr. Yi Lu, and our current Chairman and Chief Executive Officer, Dr. Xiaomin Chen, own a substantial portion of our outstanding shares of Common Stock and could each significantly influence the outcome of our corporate matters.
As of October 13, 2026, Dr. Yi Lu “Stanley”, our former Chairman and Chief Executive Officer, beneficially owned approximately 20.30% of our outstanding shares of Common Stock, and Dr. Xiaomin Chen, our Chairman and Chief Executive Officer, beneficially owned approximately 16.34% of our outstanding shares of Common Stock. As a result, each of Dr. Lu and Dr. Chen is able to exercise significant influence over all matters that require us to obtain stockholder approval, including the election of directors to our board and approval of significant corporate transactions that we may consider, such as a merger or sale of our company or its assets. This concentration of ownership in our shares by Dr. Lu and Dr. Chen will limit other stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.
23
The price of our Common Stock may be volatile or may decline regardless of our operating performance, and stockholders may not be able to resell their shares.
The market price of our stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
| ● | actual or anticipated fluctuations in our revenue and other operating results; |
| ● | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; |
| ● | actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; |
| ● | announcements by us or our competitors of significant products, acquisitions, strategic partnerships, joint ventures, or capital commitments; |
| ● | price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; |
| ● | lawsuits threatened or filed against us; and |
| ● | other events or factors, including those resulting from health pandemics, war or incidents of terrorism, or responses to these events. |
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.
You will experience dilution if we issue additional equity securities in future financing transactions.
If we issue additional shares of Common Stock, or securities convertible into or exchangeable or exercisable for Common Stock, our stockholders may experience dilution, and any such issuances may result in downward pressure on the price of our Common Stock. We also cannot assure you that we will be able to sell shares or other securities in any future offering at a price per share that is equal to or greater than the price per share paid by our existing stockholders, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.
24
Nasdaq may apply additional and more stringent criteria for our continued listing because we had a small Initial Public Offering and insiders hold a large portion of our listed securities.
Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the continued listing of securities in Nasdaq, and Nasdaq may use such discretion to apply additional or more stringent criteria for the continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board (“PCAOB”), an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. stockholders, operations, or members of the board of directors or management. Our offering will be relatively small, and our company’s insiders will hold a large portion of the company’s listed securities. Nasdaq might apply the additional and more stringent criteria for our continued listing, which might cause delay or even denial of our continued listing.
If we cannot continue to satisfy the listing requirements and other rules of Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.
Although our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.
On July 18, 2025, we received a written notice (the “Deficiency Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying us that, for the last 32 consecutive business days, the bid price for our Common Stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice has no immediate effect on the listing or trading of our Common Stock, which will continue to trade on the Nasdaq Capital Market under the symbol “ADVB.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a compliance period of 180 calendar days, or until January 14, 2026 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement.
We did not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period and were not eligible for a second compliance period. On January 16, 2026, we received a letter from Nasdaq notifying us that our Common Stock would be subject to delisting unless we timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). We requested a hearing on January 21, 2026, which stayed the suspension of our Common Stock pending the Panel’s decision. To regain compliance, we effected the Reverse Stock Split, which became effective on February 13, 2026, and our Common Stock began trading on a split-adjusted basis on February 20, 2026. On March 12, 2026, the Panel notified us that we had regained compliance with the Minimum Bid Price Requirement, and that we will be subject to a Panel monitor for a period of one year. If, during the monitor period, we fail to satisfy any continued listing requirement, we will not be permitted to provide Nasdaq with a plan of compliance, and Nasdaq will not be permitted to grant us additional time to regain compliance; instead, we would be issued a delist determination letter, and although we could request a new hearing, there can be no assurance that the Panel would grant us continued listing.
In addition, under Nasdaq Listing Rule 5810(c)(3)(A)(iv), because we have effected a reverse stock split within the prior one-year period (and have effected reverse stock splits with a cumulative ratio of 100 shares or more to one over the prior two-year period, taking into account our 1-for-5 reverse stock split effected in October 2024 and the 1-for-20 Reverse Stock Split), if our Common Stock again fails to meet the Minimum Bid Price Requirement, we would not be eligible for any compliance period and Nasdaq would issue a delisting determination. We cannot assure you that the market price of our Common Stock will remain above $1.00 per share, and the Reverse Stock Split may reduce the liquidity of our Common Stock.
If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:
| ● | limited availability for market quotations for our securities; |
| ● | reduced liquidity with respect to our securities; |
| ● | a determination that our Common Stock is a “penny stock,” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Stock; |
| ● | limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
25
The market price of our Common Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price.
Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. In particular, our Common Stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock price run-ups, may be unrelated to our actual or expected operating performance, financial condition or prospects.
The market price of our Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
| ● | actual or anticipated fluctuations in our revenue and other operating results; |
| ● | the sale of Resale Shares by the Selling Stockholder in the open market; |
| ● | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; |
| ● | actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; |
| ● | announcements by us or our competitors of significant services or features, technical innovations, acquisitions, strategic relationships, joint ventures, or capital commitments; |
| ● | price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; |
| ● | lawsuits threatened or filed against us; and |
| ● | other events or factors, including those resulting from war or incidents of terrorism, or responses to these events. |
| ● | In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. In the event that we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business. |
Holders of our Common Stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Common Stock. As a result of this volatility, investors may experience losses on their investment in our Common Stock. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our company’s financial performance and public image, negatively affect the long-term liquidity of our Common Stock, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Common Stock and understand the value thereof.
Shares eligible for future sale may adversely affect the market price of our Common Stock, as the future sale of a substantial amount of outstanding Common Stock in the public marketplace could reduce the price of our Common Stock.
The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Common Stock. As of October 13, 2026, 1,652,133 shares of our Common Stock were outstanding. The 200,000 shares issued in our January 2026 private placement, the 82,536 commitment fee shares issued under the ELOC Agreement and the 270,000 shares issued in the acquisition of Acellent are “restricted securities” that may become eligible for resale under Rule 144. Certain Common Stock are “restricted securities” as defined in Rule 144, as they are subject to lock-up in connection with our Initial Public Offering. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.
26
We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.
We became a public company in March 2025. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the SEC and the Nasdaq Capital Market require significantly heightened corporate governance practices for public companies. We expect that these rules and regulations will increase our legal, accounting and financial compliance costs and will make many corporate activities more time-consuming and costly.
We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. In the event that we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Common Stock could decline.
The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.
We are a publicly listed company in the United States. As a publicly listed company, we will be required to file quarterly and annual reports with the Securities and Exchange Commission. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 1C. Cybersecurity
We recognize the importance of identifying, assessing, and managing material risks from cybersecurity threats, as defined in Item 106(a) of Regulation S-K. Our risk management program is designed to detect, evaluate, and mitigate cybersecurity risks, and is informed by applicable laws, regulations, and industry best practices.
Our Chief Executive Officer oversees our cybersecurity program and leads our incident response efforts.
When a potential incident is detected, the cybersecurity team validates it before escalating to the incident response team for triage. Significant incidents are escalated to executive management. Response actions such as allocating resources, setting priorities, creating action plans, and notifying external parties are directed by the Chief Executive Officer in coordination with the cross-functional working group. We also consult outside counsel on materiality assessments and disclosure decisions, with executive management making the final determinations.
ITEM 2. Properties
Following the disposition of our Taiwan subsidiary on June 30, 2026, our operations and research and development activities are based in Hong Kong. Our principal executive office is located at Units No. 12, 12th Floor, Tower 1, W MEGA, No. 251 Texaco Road and No. 28 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong. Our Hong Kong premises support our day-to-day operations and the research and development of FinTruth.
ITEM 3. Legal Proceedings
We may from time to time be subject to legal and administrative proceedings and claims that arise in the ordinary course of business. We are not aware of any pending or threatened material legal or administrative proceedings against us. We do not believe that any claims exist where the outcome of such matters would have a material adverse effect on our consolidated financial position, operating results or cash flows. However, there can be no assurance such legal proceedings will not have a material impact on future results.
ITEM 4. Mine Safety Disclosures
Not applicable.
27
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Common Stock trades on the Nasdaq Capital Market under the symbol “ADVB.”
Holders of Record
As of October 13, 2026, we had approximately 1,652,133 holders of record of our Common Stock, including CEDE & CO. The number of beneficial owners may be substantially greater than the number of stockholders of record because our Common Stock may be held in “street name” by brokers, banks, and other financial institutions.
Dividend Policy
We have never declared or paid any cash dividends on our Common Stock, and we do not anticipate paying any cash dividends on our shares in the foreseeable future. It is presently intended that we will retain our earnings for future operations and expansion.
Within the organization, investor cash inflows have all been received by Advanced Biomed Inc., the parent Nevada entity. Cash to fund our operations is transferred from: (i) the Nevada parent to its operating companies through capital contributions; and (ii) operating companies to other operating companies through capital contributions.
As a holding company, Advanced Biomed Inc. may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. If any of our subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. As of the date of this Report, neither we nor any of our subsidiaries have ever paid dividends or made distributions.
We had a net loss in fiscal years 2026 and 2025 does not expect to distribute earnings in the near future. Going forward, Advanced Biomed intends to continue to invest profit generated from its business operations to invest in new markets or business lines.
Recent Sales of Unregistered Securities
On January 28, 2026, we entered into a securities purchase agreement with certain investors relating to the issuance and sale of 4,000,000 shares of common stock (200,000 shares as adjusted for the Reverse Stock Split) at $0.062 per share for a total purchase price of $248,000. The issuance of the securities were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On January 30, 2026, pursuant to the ELOC Agreement with Helena Global Investment Opportunities I Ltd. (the “Investor”), we issued 1,650,710 shares of Common Stock (82,536 shares as adjusted for the Reverse Stock Split) to the Investor as the consideration for its commitment under the Agreement, with an aggregate value of $500,000 at the time of issuance, thereby fulfilling its obligation under the Agreement. The issuance of the securities were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On April 2, 2026, we entered into a Share Purchase Agreement on April 2, 2026, with Acellent and Mr. Xiaomin Chen, as the sole shareholder of Acellent, to acquire 100% of the equity interest in Acellent in exchange for the issuance of 270,000 shares of the Company’s common stock, valued at $4.00 per share, for an aggregate estimated consideration of $1,080,000. The shares was issued on April 30, 2026 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
Use of Proceeds from our Initial Public Offering
On March 7, 2025, we completed our Initial Public Offering of 1,640,000 shares of Common Stock (82,000 shares as adjusted for the Reverse Stock Split) at a public offering price of $4.00 per share (pre-Reverse Stock Split), pursuant to our registration statement on Form S-1 (File No. 333-272110), which was declared effective by the SEC on February 11, 2025. We received gross proceeds of approximately $6.56 million and net proceeds of approximately $5.60 million. There has been no material change in the planned use of proceeds from our Initial Public Offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) on March 6, 2025. As of June 30, 2026, we had used approximately $3.60 million of the net proceeds from our Initial Public Offering, of which approximately 70% was used for research and development, 10% for marketing and promotional activities, and 20% for general working capital.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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ITEM 6. Reserved
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Report. This discussion and analysis and other parts of this Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Report. You should carefully read the “Risk Factors” section of this Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Overview
We are a holding company incorporated in the State of Nevada. During the fiscal year ended June 30, 2026, the Company initiated a strategic corporate restructuring designed to transition its business focus from historical biotechnology activities to the artificial intelligence (“AI”) and financial algorithmic software sectors. Concurrently, following a reconfiguration of our Board of Directors and executive leadership, including the appointment of Mr. Xiaomin Chen as our Chief Executive Officer and Chairman of the Board, the Company executed a series of definitive agreements to orderly divest its medical and biotechnology operations. This structured repositioning allows the Company to realign its management expertise and capital resources toward scalability within the evolving AI technology markets.
Historically, we operated through our subsidiaries, Advanced Biomed Inc. (Taiwan) and Advanced Biomed HK Limited (along with its Shanghai subsidiary, Shanghai Sglcell Biotech Co., Ltd.), which were dedicated to the research, design, and regulatory development of our microfluidic technology platform and cancer screening devices. In connection with our updated strategic directive to mitigate capital-intensive clinical development risks, the Company systematically phased out its biotechnology segment through the following transactions:
| ● | On December 23, 2025, the Company entered into a sale and purchase agreement to sell 100% of its equity interest in Advanced Biomed HK Limited (and its subsidiary) to a third party for a total cash consideration of $23,000. |
| ● | On June 30, 2026, the Company entered into a sale and purchase agreement to sell 100% of its equity interest in Advanced Biomed Inc. (Taiwan) to a third party for an aggregate cash consideration of $490,000. |
As a result of these divestitures, the Company has concluded all biological research and medical development in biotechnology sections have been phased out. Accordingly, the historical results of operations, assets, and liabilities associated with the biotechnology segment have been reclassified as discontinued operations for all periods presented in our consolidated financial statements in accordance with US GAAP.
To establish a sustainable and near-term revenue-generating platform, the Company executed a definitive agreement in April 2026 to acquire Acellent Technologies (Hong Kong) Co. Limited (“Acellent”), a specialized entity focusing on artificial intelligence large-language models (“LLMs”) and financial algorithmic software-related applications. Following the closing of this acquisition, the Company integrated these technologies as its primary operating core services.
Our current business efforts are directed toward the development, integration, and commercialization of data-driven financial modeling solutions, predictive analytics, and enterprise-level AI software-as-a-service (SaaS) applications designed for global financial institutions.
The Company is currently in the integration and initial monetization phase of Acellent’s AI applications. Due to the significant, non-recurring corporate expenses incurred from our structural transitions, legal and professional fees associated with our corporate restructuring, and the compliance costs related to our 1-for-20 reverse stock split in February 2026, our historical financial data may not be fully indicative of our future operating results or financial trajectory.
To enhance period-over-period comparability, the historical financial performance of our divested biotechnology operations has been segregated and presented as discontinued operations. Consequently, the subsequent discussion and analysis focuses primarily on our continuing operations, which for the fiscal year ended June 30, 2026, predominantly reflects our corporate restructuring activities, equity transitions, and the results for the period from April through June 2026 of our newly acquired AI technology business. Management believes this presentation provides the most meaningful, adjusted basis for evaluating our baseline corporate financial performance as we transition into this new sector, although these partial-period results are not representative of a full year of AI operations.
29
Management anticipates that our future research and development (R&D) expenses and selling, general, and administrative (SG&A) expenses will predictably shift from biomedical laboratory upkeep to cloud computing infrastructure, proprietary AI data acquisition, and technical engineering compensation. The Company continues to actively monitor and manage its working capital requirements to sufficiently support its AI commercialization roadmap over the next 12 months.
Results of Operations
Following the systematic divestitures of our historical biomedical subsidiaries, including Advanced Biomed HK Limited in December 2025 and Advanced Biomed Inc. (Taiwan) on June 30, 2026, the historical operating financial performance of our biotechnology segment has been reclassified as discontinued operations. Concurrently, following the closing of our strategic acquisition of Acellent in April 2026, the Company transitioned its primary operational resources toward the artificial intelligence and financial algorithmic software-related applications sectors.
Accordingly, for the fiscal years ended June 30, 2026 and 2025, the subsequent discussion and analysis focus exclusively on the operating results of our continuing corporate activities and the initial partial-period integration of our newly established AI business segment, providing a more meaningful basis for period-over-period comparisons.
Comparison of Results of Operations for the Fiscal Years Ended June 30, 2026 and 2025
| Years Ended June 30, | Increase (Decrease) | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Revenue | 127,637 | — | 127,637 | NM | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Stock-based compensation | 1,734,009 | — | 1,734,009 | NM | ||||||||||||
| General and administrative expenses | 4,627,170 | 1,086,470 | 3,540,700 | 326 | % | |||||||||||
| Total operating expenses | 6,361,179 | 1,086,470 | 5,274,709 | 485 | % | |||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (7,014 | ) | — | (7,014 | ) | NM | ||||||||||
| Other expense, net | (21,925 | ) | — | (21,925 | ) | NM | ||||||||||
| Total other expenses, net | (28,939 | ) | — | (28,939 | ) | NM | ||||||||||
| Loss before income taxes | (6,262,481 | ) | (1,086,470 | ) | (5,176,011 | ) | 476 | % | ||||||||
| Income tax benefit | 1,205 | — | 1,205 | NM | ||||||||||||
| Net loss from continuing operations | (6,261,276 | ) | (1,086,470 | ) | (5,174,806 | ) | 476 | % | ||||||||
| Net loss from discontinued operations, net of tax | (1,077,064 | ) | (2,172,499 | ) | 1,095,435 | (50 | )% | |||||||||
| Gain on disposal of subsidiaries, net of tax | 14,015,417 | — | 14,015,417 | NM | ||||||||||||
| Net income (loss) from discontinued operations, net of tax | 12,938,353 | (2,172,499 | ) | 15,110,852 | (696 | )% | ||||||||||
| Net income (loss) for the year | 6,677,077 | (3,258,969 | ) | 9,936,046 | (305 | )% | ||||||||||
Revenue
Revenue was $127,637 for the fiscal year ended June 30, 2026, compared to $0 for the fiscal year ended June 30, 2025. Following our strategic transition into artificial intelligence and financial algorithmic software-related applications sectors, the Company successfully commenced commercial operations and unlocked its initial revenue pipeline during the current year.
This period’s revenue was derived from agency services. This initial engagement serves as a critical proof-of-concept for our post-acquisition infrastructure, demonstrating the immediate revenue-generating capabilities of our newly acquired assets. Prior to this business pivot, the Company generated no revenue from continuing operations due to the reclassification of its historical biotechnology segment as discontinued operations.
30
Stock-based compensation
Stock-based compensation expense was $1,734,009 for the year ended June 30, 2026, compared with none for the year ended June 30, 2025. The expense related to common stock issued as a stock-based payment to seller for accepting as CEO and director of the Company in connection with the Acellent acquisition transaction. This was a noncash expense and contributed to the increase in total operating expenses and operating loss in fiscal 2026. See Note 8 to the consolidated financial statements for further information.
General and Administrative Expenses
Our general and administrative (“G&A”) expenses increased by $3,540,700, or approximately 326%, to $4,627,170 for the year ended June 30, 2026, from $1,086,470 for the year ended June 30, 2025. The increase was primarily attributable to a $2,918,909 provision for expected credit losses and a $500,000 noncash commitment fee, partially offset by decrease in professional fees.
The following table presents a summary of our general and administrative expenses for the years ended June 30, 2026 and 2025:
| Years Ended June 30, | Increase (Decrease) | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Professional fees | 760,688 | 1,003,489 | (242,801 | ) | (24 | )% | ||||||||||
| Staff costs and benefits | 306,538 | 81,743 | 224,795 | 275 | % | |||||||||||
| Board compensation | 42,000 | — | 42,000 | NM | ||||||||||||
| Provision for expected credit losses | 2,918,909 | — | 2,918,909 | NM | ||||||||||||
| Non-cash commitment fee | 500,000 | — | 500,000 | NM | ||||||||||||
| Listing and regulatory fees | 92,500 | — | 92,500 | NM | ||||||||||||
| Office and other expenses | 6,535 | 1,238 | 5,297 | 428 | % | |||||||||||
| Total | 4,627,170 | 1,086,470 | 3,540,700 | 326 | % | |||||||||||
General and administrative expenses increased by $3,540,700, or approximately 326%, to $4,627,170 for the year ended June 30, 2026, from $1,086,470 in the prior year. The increase was primarily attributable to a $2,918,909 provision for expected credit losses on receivables and a $500,000 noncash commitment fee paid in common stock. Staff costs and benefits increased by $224,795 to $306,538, reflecting, in part, the inclusion of Acellent’s expenses in the current year after acquisition as well as bonus was paid to management team. Board compensation was $42,000, and listing and regulatory fees were $92,500, compared with none in the prior year. These increases were partially offset by a $242,801 decrease in professional fees, from $1,003,489 to $760,688.
Total Other Expenses, Net
Total other expenses, net was $28,939 for the year ended June 30, 2026, compared with $0 for the year ended June 30, 2025. The current-year amount consisted primarily of $7,014 of interest expense and $21,925 of other expense, net.
Net Loss from Continuing Operations
Loss from continuing operations was $6,261,276 for the year ended June 30, 2026, compared with a loss of $1,086,470 for the year ended June 30, 2025, an increase of $5,174,806. The increase was primarily attributable to $4,627,170 of general and administrative expenses and $1,734,009 of stock-based compensation and partially offset by $127,637 of revenue from continuing operations. The Company recognized an income tax benefit of $1,205 in fiscal 2026, compared with no income tax expense or benefit in fiscal 2025.
Net Income (Loss) from Discontinued Operations, net of tax
Net income from discontinued operations, net of tax, was $12,938,353 for the year ended June 30, 2026, compared with net loss of $2,172,499 for the year ended June 30, 2025. Results improved by $15,110,852, from a net loss to net income.
Research and development expenses of the discontinued operations decreased to $869,823 from $909,771, while their general and administrative expenses decreased to $443,126 from $1,024,795. The improvement was primarily attributable to the $14,015,417 gain on disposal of subsidiaries. The discontinued operations comprise the historical biotechnology businesses disposed of during fiscal 2026. See Note 5 to the consolidated financial statements for more details.
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Net Income (Loss) for the Year
Net income was $6,677,077 for the year ended June 30, 2026, compared with a net loss of $3,258,969 for the year ended June 30, 2025, an improvement of $9,936,046. The improvement was primarily attributable to the $14,015,417 gain on disposal of subsidiaries recognized in fiscal 2026. This gain was partially offset by higher operating expenses from continuing operations.
Liquidity and Capital Resources
Our principal liquidity requirements relate to personnel, technology infrastructure, software development, professional services and other costs of our continuing operations. Following the dispositions of our historical biotechnology businesses during fiscal 2026, we no longer fund those businesses’ laboratory operations and clinical development activities.
As of June 30, 2026, we had cash of $385,535, current assets of $13,749,512 and current liabilities of $1,473,989. Net cash used in operating activities from continuing operations was $961,341 for the year. Current assets included $12,959,826 net due from former subsidiaries and a $402,151 net receivable from the buyer of our former Taiwan subsidiary. The $490,000 sale consideration remained receivable at year end and had not been received in cash. The timing and amount of collections on these receivables are significant to our liquidity.
Management intends to fund operations through available cash, cash generated from operations and, if necessary, additional financing from investors and financial institutions. Based on its current operating plans and expected cash requirements, management believes the Company has sufficient resources to meet its obligations for at least twelve months from the date the consolidated financial statements are issued. This assessment depends in part on expected collections and operating cash flows, which may differ from current expectations. Additional financing may not be available on acceptable terms, or at all.
Cash Flows
The following table and discussion summarize our primary cash flow movements for the fiscal years ended June 30, 2026 and 2025:
| Cash Flow Summary | Years Ended June 30, | |||||||
| (in U.S. dollars) | 2026 | 2025 | ||||||
| Net cash used in operating activities - continuing operations | (961,341 | ) | (2,308,369 | ) | ||||
| Net cash used in operating activities - discontinued operations | (985,602 | ) | (3,516,686 | ) | ||||
| Net cash used in investing activities - continuing operations | (2,581,850 | ) | - | |||||
| Net cash provided by (used in) investing activities - discontinued operations | 75,763 | (31,650 | ) | |||||
| Net cash provided by financing activities - continuing operations | 1,326,215 | 5,768,775 | ||||||
| Net cash provided by financing activities - discontinued operations | 641,757 | 165,526 | ||||||
| Effect of exchange rate changes on cash - continuing operations | (10,479 | ) | - | |||||
| Effect of exchange rate changes on cash - discontinued operations | (22,843 | ) | 218,346 | |||||
| Net (decrease) increase in cash | (2,518,380 | ) | 295,942 | |||||
Operating Activities
Net cash used in operating activities from continuing operations was $961,341 for the year ended June 30, 2026, compared with $2,308,369 for the year ended June 30, 2025, a decrease in cash used of $1,347,028.
Loss from continuing operations of $6,261,276 in fiscal 2026 and the reconciliation to operating cash flows reflected $1,734,009 of stock-based compensation, provision for expected credit losses on receivables of $2,918,909, a $500,000 noncash commitment fee, changes in prepaid expenses and other current assets of $579,866, and a $431,644 decrease in accounts payable, accruals and other current liabilities.
Net cash used in operating activities from discontinued operations was $985,602 in fiscal 2026, compared with $3,516,686 in fiscal 2025, a decrease in cash used of $2,531,084.
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Investing Activities
Net cash used in investing activities from continuing operations was $2,581,850 in fiscal 2026, compared with nil in fiscal 2025 arising from net cash outflow for disposal of subsidiaries.
Net cash provided by investing activities from discontinued operations was $75,763 for the year ended June 30, 2026, compared with net cash used of $31,650 for the year ended June 30, 2025.
Financing Activities
Net cash provided by financing activities was $1,967,972 for the year ended June 30, 2026, comprising $1,326,215 from continuing operations and $641,757 from discontinued operations. Cash provided by financing activities from continuing operations included $248,000 of proceeds from the issuance of common stock and $1,078,215 of proceeds from related parties.
Net cash provided by financing activities was $5,934,301 in fiscal 2025, comprising $5,768,775 from continuing operations and $165,526 from discontinued operations. The fiscal 2026 issuance of $500,000 of common stock for commitment fees and $1,734,009 of common stock as a share-based payment in connection with the Acellent transaction were noncash transactions.
On July 14, 2026, the Company delivered notice to terminate its equity line of credit arrangement. The termination became effective on July 21, 2026. See Note 15 to the consolidated financial statements.
Material Cash Requirements
Our material cash requirements primarily relate to personnel, technology infrastructure, software development, professional services and other costs of our continuing operations. Following the dispositions of our historical biotechnology businesses, we no longer fund their laboratory operations and clinical development activities.
As of June 30, 2026, we had no non-current liabilities presented in the consolidated balance sheet. Our near-term cash requirements include the settlement of current liabilities and the funding of continuing operations. We intend to meet these requirements through available cash, cash generated from operations, collections of receivables and, if necessary, additional financing. The timing and amount of receivable collections may differ from our expectations, and additional financing may not be available on acceptable terms.
Liquidity Position and Working Capital
The following table presents a summary of our working capital position as of June 30, 2026 and 2025:
| As of June 30, | Increase (Decrease) | |||||||||||
| 2026 | 2025 | |||||||||||
| US$ | US$ | US$ | ||||||||||
| Total current assets | 13,749,512 | 22,382,323 | (8,632,811 | ) | ||||||||
| Total current liabilities | 1,473,989 | 19,238,880 | (17,764,891 | ) | ||||||||
| Net current assets | 12,275,523 | 3,143,443 | 9,132,080 | |||||||||
As of June 30, 2026, working capital was $12,275,523, compared with $3,143,443 as of June 30, 2025. Current assets as of June 30, 2026 included $12,959,826 net due from former subsidiaries and a $402,151 net receivable from the buyer of the Taiwan subsidiary. Because these receivables constitute a substantial portion of current assets, reported working capital does not represent cash immediately available for operations. The June 30, 2025 balance sheet also included assets and liabilities of businesses subsequently disposed of, which affects comparability between the two dates.
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Off-Balance Sheet Arrangements
As of June 30, 2026, we had no off-balance sheet arrangements that have had, or are reasonably likely to have, a material effect on our financial condition, results of operations, liquidity or capital resources.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Their preparation requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures. We base these estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates. Critical accounting policies includes revenue recognition, stock-based compensation, provision for expected credit losses, acquisition and disposal of subsidiaries. Please refer the Note 3 to the consolidated financial statements for more details of the these accounting policies.
The critical accounting estimates discussed below involve significant judgment and uncertainty and have had, or are reasonably likely to have, a material effect on our financial condition or results of operations.
We are an “emerging growth company” under the federal securities laws and have elected to use the extended transition period for complying with new or revised accounting standards. Accordingly, our consolidated financial statements may not be comparable to those of companies that apply the effective dates applicable to non-emerging growth companies.
Use of Estimates and Assumptions
Significant estimates and judgments reflected in our consolidated financial statements include the expected credit losses on amounts due from former subsidiaries and other receivables, the measurement of gains on the disposal of subsidiaries, the classification and presentation of discontinued operations, and the valuation and accounting for equity transactions, including shares issued for services. Actual results could differ from these estimates.
Valuation of Shares Issued for Services
During the year ended June 30, 2026, the Company issued common shares for compensation for seller accepting the position of CEO and director of the Company of $1,734,009 and for a commitment fee of $500,000 which were recognized in operating expenses.
Accounting for these transactions required management to evaluate the terms of the arrangements, identify the services received, and determine the measurement and timing of the related expense. The measurement of the shares issued for services involved judgment regarding their fair value. Changes in the underlying facts or valuation assumptions could have affected the amounts recognized.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The five-step model defined by ASC 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts, and (5) recognize revenue when each performance obligation under those contracts is satisfied.
A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.
The Company enters into a distinct contract with its customers for the provision of agency service.
Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods or services. The transaction price is fixed. The agency fee was one-off, non-refundable right for the agent sourcing customers for the Company.
Revenue is recognized when the Company satisfies a performance obligation by transferring the promised service to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for that service.
The Company’s revenue from continuing operations is primarily derived from agency services provided through its subsidiary, Acellent. The Company identifies the services promised under each customer arrangement and recognizes the related agency fee when the applicable performance obligation has been satisfied in accordance with the terms of that arrangement (point in time).
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Accounting for Discontinued Operations
The Company reports a disposal of a component or group of components as discontinued operations when the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. The results of operations of a component classified as discontinued operations are presented separately from continuing operations in the consolidated statements of operations and comprehensive income (loss) for all periods presented. Cash flows attributable to discontinued operations are separately presented in the consolidated statements of cash flows.
During the year ended June 30, 2026, the Company completed the dispositions of Advanced Biomed HK Limited and its subsidiary, Shanghai Sglcell Biotech Co., Ltd., and Advanced Biomed Inc. (Taiwan), which comprised the Company’s historical biotechnology operations. The Company determined that these dispositions represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of these historical biotechnology operations have been presented as discontinued operations for all periods presented in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations.
See Note 5 — Discontinued Operations for additional information.
Expected Credit Losses on Amounts Due from Former Subsidiaries
As of June 30, 2026, the Company reported $12,959,826 due from former subsidiaries, net of an allowance for expected credit losses. These receivables arose from amounts due from the discontinued operations including Taiwan, Hong Kong and Shanghai entities following their dispositions.
The Company evaluates amount due from related parties and other applicable financial assets for expected credit losses on an individual or collective basis, as appropriate, considering factors such as historical payment experience, the financial condition and creditworthiness of the counterparties, the aging and nature of the outstanding balances, current economic conditions, and reasonable and supportable forecasts of future economic conditions.
An allowance for credit losses is recorded as a reduction of the carrying amount of the related financial asset, with the corresponding credit loss expense recognized in the consolidated statements of operations and comprehensive income (loss). Financial assets are written off against the allowance when they are deemed uncollectible. Recoveries of amounts previously written off are recognized when received.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents and amounts due from former subsidiaries. The Company maintains its cash with financial institutions that management believes to be of high credit quality and monitors its exposure to those institutions.
As of June 30, 2026, the Company had cash and cash equivalents from continuing operations of $385,535 and amounts due from former subsidiaries of $12,959,826, net of the allowance for expected credit losses. The recoverability of the latter balances depends on the former subsidiaries’ ability to repay. Management evaluates those balances for expected credit losses as described above.
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Liquidity Risk
Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they become due. The Company manages this risk by monitoring its cash position, expected operating cash needs, anticipated collections of receivables, and available sources of financing.
As of June 30, 2026, the Company had cash and cash equivalents from continuing operations of $385,535 and working capital of $12,275,523, compared with $31,139 and $3,143,443, respectively, as of June 30, 2025. A substantial portion of the Company’s working capital as of June 30, 2026 consisted of amounts due from former subsidiaries. Accordingly, its liquidity depends in part on the timing and amount of collections of those receivables.
Impact of Inflation
Inflation did not have a material effect on the Company’s results of operations for the years ended June 30, 2026 and 2025. Following the disposition of its historical biotechnology operations, the Company’s continuing operating costs primarily include personnel, professional services, technology infrastructure, software development, and other general corporate expenses. Increases in these costs could affect the Company’s future results of operations.
Seasonality
The Company has not observed significant seasonal trends in its continuing operations. Because its current business has a limited operating history, the Company cannot yet determine whether its results will be subject to material seasonal variations in future periods.
Trend Information
The Company’s operating results for the fiscal year ended June 30, 2026 reflect a significant transition in its business following the divestiture of its historical biotechnology operations and the acquisition of Acellent Technologies. As a result, the Company’s historical results of operations may not be indicative of its future financial performance.
The Company expects its future operating results to be increasingly dependent on the commercialization and development of its artificial intelligence and financial algorithmic software technologies, its ability to expand its customer base and generate recurring revenue, and its ability to manage personnel, technology infrastructure, professional services, and other operating costs associated with its new business focus.
Other than as disclosed elsewhere in this Report, the Company is not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on its liquidity, capital resources, or results of operations.
Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to certain market risks in the ordinary course of its business. Market risk represents the potential loss arising from adverse changes in market rates and conditions, including interest rates and foreign currency exchange rates. The Company does not currently use derivative financial instruments to manage its exposure to market risks.
Interest Rate Risk
As of June 30, 2026, the Company had no outstanding bank borrowings. The amount due to Jie Wang included $600,000 of loan principal and $7,014 of accrued interest. The Company also held cash and cash equivalents with financial institutions, on which interest income may vary with market rates. The effect of changes in interest rates on the Company’s future results will depend on the terms of its outstanding and future financing arrangements and the amount of cash held.
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Credit Risk
Financial assets of the Company that are potentially subject to credit risk mainly consist of cash, other current assets and amounts due from discontinued operations.
The Company’s cash deposits are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. In Hong Kong, an individual entity’s deposit maintained at a bank is insured for a maximum of HKD800,000 (equivalent to approximately $102,000) in the event of bank failure. In the U.S., the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. As of June 30, 2026, a cash balance of $140,439 was maintained at financial institutions in Hong Kong, of which approximately $38,438 was not insured; and cash balance of $245,096 was maintained at financial institutions in the U.S., of which nil was not insured.
In terms of other current receivable and amounts due from discontinued operations, the Company maintains allowances for expected credit losses as contra accounts, as mentioned above.
Foreign Exchange Risk
The Company’s reporting currency is the U.S. dollar. Certain operations and transactions of Acellent Technologies are denominated in currencies other than the U.S. dollar. Consequently, changes in exchange rates may affect the U.S. dollar amounts reported in the Company’s consolidated financial statements.
For the years ended June 30, 2026 and 2025, the Company reported a foreign currency translation loss of $372,814 and a foreign currency translation gain of $218,346, respectively, in other comprehensive income (loss). The Company does not currently use derivative financial instruments to hedge its foreign currency exposure. Future exchange rate fluctuations may affect its reported financial position and comprehensive income (loss).
Recent Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments incorporate certain disclosure and presentation requirements previously contained in SEC regulations into the FASB Accounting Standards Codification. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC removes the related disclosure requirement from its rules. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, which enhances income tax disclosures, primarily related to the rate reconciliation and income taxes paid. The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 during the fiscal year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Awards. The amendments provide illustrative guidance to assist entities in determining whether profits interest and similar awards should be accounted for as share-based payment arrangements under ASC Topic 718. The amendments are effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those annual periods. The Company adopted ASU 2024-01 during the fiscal year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements. The amendments remove references to various FASB Concepts Statements from the Codification and make other conforming amendments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2024-02 during the fiscal year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
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. In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 for entities with non-calendar year ends. The amendments require public business entities to provide additional disaggregated disclosures regarding certain categories of expenses included in relevant income statement expense captions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these amendments may have on its consolidated financial statements and related disclosures.
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In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which makes amendments to various Topics in the FASB Accounting Standards Codification to clarify guidance, correct unintended applications, and make other incremental improvements to U.S. GAAP. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-12 on its consolidated financial statements and related disclosures.
Except as discussed above, the Company does not believe that other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements and related disclosures.
ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk
As a “smaller reporting company” we are not required to provide information required by this Item.
ITEM 8. Financial Statements and Supplementary Data
Reference is made to pages F-1 through F-24 comprising a portion of this Report, which are incorporated herein by reference.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all potential misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, our management, including our chief executive officer and chief financial officers, assessed the effectiveness of internal control over financial reporting as of June 30, 2026 using the criteria set forth in the report “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the management concluded that our internal control over financial reporting was ineffective as of June 30, 2026.
The material weaknesses identified relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently trained finance and accounting personnel, as well as comprehensive accounting policies in accordance with U.S. GAAP financial reporting; and (ii) our internal control policy does not have a proper approval mechanism, and our lack of internal controls on performing periodic reviews of user accounts and their level of authorization in the financial systems. We plan to implement a number of measures to remedy these material weaknesses. To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives to improve our internal control over financial reporting to address the material weaknesses that have been identified, including: (i) obtain additional resources, including experienced staff with U.S. GAAP and SEC reporting knowledge, to strengthen the financial reporting function and to set up financial and system control framework; (ii) conducting regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend external U.S. GAAP training courses; and (iii) optimizing our financial systems by establishing a proper approval mechanism and performing periodic reviews of users accounts and their level of authorization.
ITEM 9B. Other Information
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not Applicable.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
Listed below are the names of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they commenced service with the Company.
| Name | Age | Position with the Company | ||
| Xiaomin Chen, Ph.D. | 49 | Chairman of the Board and Chief Executive Officer | ||
| Mingze Yin | 36 | Director and Chief Financial Officer | ||
| Jing Zhang | 47 | Independent Director and Chair of the Audit Committee | ||
| Cheang I Kei | 30 | Independent Director and Chair of the Compensation Committee | ||
| Mingyue Cai | 48 | Independent Director and Chair of the Nominating and Corporate Governance Committee |
Dr. Xiaomin Chen has served as our Chief Executive Officer, a member of our board of directors and the Chairman of our board of directors since April 28, 2026. Dr. Chen has over 20 years of experience in artificial intelligence, large language models and financial technology. Since 2019, Dr. Chen has served as the Chief Executive Officer of Acellent, which became our wholly owned subsidiary on April 30, 2026, where he has led the development of Acellent’s financial-domain large language model (FinLLM) and the FinTruth AI verification system. From 2010 to 2019, Dr. Chen served as the Chief Technology Officer of Shanghai Jianshi Network Technology Co., Ltd. From 2006 to 2010, he was a software engineer on the Core Search & AI team at Google Inc., where he received Google’s Annual Outstanding Contribution Award in 2009. Dr. Chen received a Ph.D. in Computer Science from Rutgers University in 2006 and a Bachelor of Science degree in Computer Science from Shanghai Jiao Tong University in 1998. We believe Dr. Chen’s extensive experience in artificial intelligence and financial technology, and his leadership of Acellent, qualify him to serve as a member of our board of directors.
Mr. Mingze Yin has served as our Chief Financial Officer since November 2022 and as a member of our board of directors since March 25, 2026. He has over 11 years of experience in the financial and investment banking industry. He has been the Chief Financial Officer of Shanghai Sglcell Biotech Co., Ltd. since January 2021 and oversees its finance department. From March 2017 to December 2021, Mr. Yin was Director of Shanghai Guangdian Asset Management Co., Ltd., where he participated in all major corporate decisions and financial compliance matters. From February 2020 to November 2020, he was an independent director of TMSR Holding Company Limited (Nasdaq: TMSR) and a member of its Audit Committee, Nominating and Governance Committee, and Compensation Committee. From February 2018 to November 2018, Mr. Yin was the investors relations manager of Planet Green Holdings Corp. (NYSE: PLAG). From November 2015 to February 2017, Mr. Yin was a senior manager of the Investment Banking Department of Zhongshan Securities Co., Ltd. From October 2012 to October 2015, he was the senior audit manager of BDO China Shu Lun Pan Certified Public Accountants LLP. Mr. Yin is a certified internal auditor and obtained his Bachelor of Management from Jiangsu Haiyang University in 2011.
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Jing Zhang has served as our independent director and the Chair of the Audit Committee since February 2025. Ms. Zhang has more than 25 years of working experience in financial management. Since July 2013, Ms. Zhang has been the Chief Financial Officer of Shanghai Xun Yang Network Technology Co., Ltd. From September 2022 to February 2023, Ms. Zhang served as an independent director and the chair of the audit committee of Code Chain New Continent Limited Co., Ltd. (NASDAQ: CCNC). From March 2009 to July 2013, Ms. Zhang served as the financial manager of Shanghai Branch of Jiangsu Zi Guang Intelligence Co., Ltd. From March 1999 to February 2009, Ms. Zhang served as the accountant and financial director of the Finance Department of the Eight Five Hospital. Ms. Zhang graduated from Zaozhuang University in 1999.
Cheang I Kei has served as our independent director and the Chair of the Compensation Committee since February 2025. Ms. Cheang has been the legal senior manager at Luso International Banking Ltd. since October 2022. She served as the legal manager at Bank of China (Macau) from May 2019 to October 2022. She was the legal assistant at Luso International Banking Ltd. between August 2016 and May 2019. Ms. Cheang is experienced in corporate governance matters and day to day administrative affairs, which we believe makes her a suitable member to our Board. Ms. Cheang received her bachelor’s degree in Chinese-English translation and interpretation from Macau Polytechnic University in 2016.
Mingyue Cai has served as our independent director and the Chair of the Nominating and Corporate Governance Committee since February 2025. Mr. Cai has been the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development and application. From February 2020 to April 2024, Mr. Cai worked as an independent director and the chair of compensation committee of GD Culture Group Limited (NASDAQ: GDC). From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co., Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade. From June 2004 to October 2009, Mr. Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and retail environmentally friendly cleaning products. Mr. Cai graduated from China Central Radio & TV University in 2015 with a major in administration.
Family Relationships
There are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer.
Board of Directors
All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis.
The board of directors has determined to comply with the Nasdaq Listing Rules with respect to certain corporate governance matters. We also intend to comply with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 within the applicable time frame.
Director Independence
The board of directors has reviewed the independence of our directors, applying the Nasdaq independence standards. Based on this review, the board of directors determined that Jing Zhang, Cheang I Kei, and Mingyue Cai are independent within the meaning of the Nasdaq rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfil their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.
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Board Committees
Our board of directors established standing committees in connection with the discharge of its responsibilities in February 2025. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors will adopt written charters for each of these committees. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.
Audit Committee
Our audit committee is composed of three of our independent directors: Jing Zhang (Chair), Cheang I Kei and Mingyue Cai. The Board has determined that Jing Zhang qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.
According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:
| ● | Oversee the Company’s accounting and the financial reporting processes; |
| ● | Oversee audits of the Company’s financial statements; |
| ● | Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements; |
| ● | Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; |
| ● | Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management; and |
| ● | Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm. |
Compensation Committee
Our compensation committee is composed of three of our independent directors: Cheang I Kei (Chair), Jing Zhang, and Mingyue Cai. The Compensation Committee will be responsible for, among other matters:
| ● | reviewing and approving employment agreements and other similar arrangements between us and our executive officers; |
| ● | reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; and |
| ● | appointing and overseeing any compensation consultants or advisors. |
42
Corporate Governance and Nominating Committee
Our corporate governance and nominating committee is composed of three of our independent directors: Mingyue Cai (Chair), Jing Zhang, and Cheang I Kei. The Corporate Governance and Nominating Committee will be responsible for, among other matters:
| ● | reviewing and making recommendations regarding the structure and composition of our board and the board committees; |
| ● | evaluating the independence of directors and director nominees; |
| ● | developing and recommending to the board corporate governance principles and practices; |
| ● | reviewing and monitoring the Company’s code of business conduct; and |
| ● | overseeing the evaluation of the Company’s management. |
Code of Ethics
We have adopted our code of business conduct (the “code of business conduct”) that applies to all directors, executive officers and employees, which is available on our website at www.advb.ai. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business conduct and charters for each of our board committees will be provided without charge upon request from us and will be posted on our company website. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.
Recovery of Erroneously Awarded Compensation
We have adopted an executive incentive compensation recovery policy pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”) to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement, which became effective in February 2025.
Insider Trading Policies and Procedures
We have
Involvement in Certain Legal Proceedings
To our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company.
Outstanding Equity Awards
There were no outstanding equity awards as of June 30, 2026.
Role of Board in Risk Oversight Process
Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of the Company and our stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate.
While management is responsible for assessing and managing risks to the Company, our board of directors is responsible for overseeing management’s efforts to assess and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.
43
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the Commission. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended June 30, 2026, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were not filed in a timely manner in accordance with Section 16(a) of the Exchange Act.
ITEM 11. Executive Compensation
This section discusses the material components of the executive compensation program for our named executive officers for the years ended June 30, 2026 and 2025.
Summary Compensation Table
The following table presents the compensation awarded to or earned by or paid to our current and former executive officers during the fiscal years ended June 30, 2026 and 2025.
| Name and Principal Position | Year (FY) | Salary ($) | Bonus ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
| Yi Lu | 2026 | - | - | - | - | - | - | |||||||||||||||||||||||||
| Former Chairman and CEO | 2025 | - | - | - | - | - | - | |||||||||||||||||||||||||
| Mingze Yin | 2026 | 120,000 | - | - | - | - | - | 120,000 | ||||||||||||||||||||||||
| CFO | 2025 | 161,743 | - | - | - | - | - | 161,743 | ||||||||||||||||||||||||
| Xiaomin Chen | 2026 | 30,000 | - | - | - | - | - | 30,000 | ||||||||||||||||||||||||
| Chairman and CEO | 2025 | - | - | - | - | - | - | |||||||||||||||||||||||||
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards as of June 30, 2026.
Share Incentive Plans
Effective March 30, 2023, our Stock Incentive Plan (the “2023 Plan”) was approved by our 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 us 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 10 years. A total of 750,000 shares of our Common Stock are subject to the 2023 Plan and maybe either a qualified or non-qualified stock option. The shares issued for the 2023 Plan may be either treasury or authorized and unissued shares. As of June 30, 2026, we have granted no stock options to purchase any shares of our Common Stock under the 2023 Plan.
44
Employment Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change in Control
Xiaomin Chen. On April 28, 2026, we entered into an employment agreement with Dr. Xiaomin Chen, our Chief Executive Officer, pursuant to which Dr. Chen is entitled to a base salary of US$12,000 per month (US$144,000 per year) and discretionary bonuses as determined by our board of directors, and is eligible to participate in any future share incentive plan. If Dr. Chen’s employment is terminated by us without cause, he is entitled to severance equal to 12 months of base salary, a pro-rated bonus, 12 months of health insurance premiums and full vesting of outstanding equity awards; upon a change of control, he is entitled to 12 months of base salary, a pro-rated bonus and full vesting of equity awards; and if he resigns for good reason, he is entitled to 12 months of base salary. The agreement contains non-competition and confidentiality covenants.
Mingze Yin. We have entered into an employment agreement with Mingze Yin, our Chief Financial Officer, dated November 1, 2025, for a two-year term, renewable by mutual agreement subject to Board approval. Under the agreement, Mr. Yin is entitled to an annual salary of $120,000, payable in monthly installments of $10,000, and is eligible for an annual cash bonus at the discretion of the Board or its duly authorized committee.
Director Compensations
For the fiscal year ended June 30, 2026, we and our subsidiaries paid aggregate cash compensation of approximately $182,000 to our executive and non-executive directors as a group. Our Chief Executive Officer and our Chief Financial Officer are executive directors whose compensation were disclosed under “Item 11 - Executive Compensation - Summary Compensation Table.” We do not pay or set aside any amounts for pensions, retirement or other benefits for directors.
The following table shows the compensation paid to our non-employee directors during the year ended June 30, 2026.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Nonequity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||
| Jing Zhang | $ | 12,000 | - | - | - | - | - | $ | 12,000 | |||||||||||||||||||
| Cheang I Kei | $ | 8,000 | - | - | - | - | - | $ | 8,000 | |||||||||||||||||||
| Mingyue Cai | $ | 12,000 | - | - | - | - | - | $ | 12,000 | |||||||||||||||||||
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the ownership of our Common Stock as of the date of this Report, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Common Stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group.
Applicable percentage ownership is based on an aggregate of 1,652,133 shares of Common Stock outstanding as of October 13, 2026. The following table sets forth certain information known to us with respect to the beneficial ownership of Common Stock as of that date by (i) each of our directors, (ii) each of our executive officers, (iii) all of our directors and executive officers as a group, and (iv) each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our Common Stock.
We have determined beneficial ownership in accordance with the rules of the SEC, which generally define beneficial ownership to include any shares over which a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, we believe, based on the information furnished to us, that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. None of the stockholders listed in the table are a broker-dealer or an affiliate of a broker dealer.
45
| Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership | Approximate Percentage of Outstanding Shares(2) | ||||||
| Directors and Officers | ||||||||
| Xiaomin Chen | 270,000 | 16.34 | % | |||||
| Mingze Yin | - | - | ||||||
| Jing Zhang | - | - | ||||||
| Cheang I Kei | - | - | ||||||
| Mingyue Cai | - | - | ||||||
| All officers and directors as a group (five persons) | 270,000 | 16.34 | % | |||||
| 5% Stockholders | ||||||||
| Yi Lu “Stanley”(3) | 335,400 | 20.30 | % | |||||
| Lu Yi | 100,000 | 6.05 | % | |||||
| (1) | Unless otherwise indicated, the business address of each of the individuals is Units No. 12, 12th Floor, Tower 1, W MEGA, Non. 252 Texaco Road and No. 28 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong. |
| (2) | Based on 1,652,133 shares issued and outstanding as of October 13, 2026. |
| (3) | Excludes 39,999 shares issuable to Dr. Lu pursuant to the termination agreement dated April 28, 2026. |
Changes in Control
None.
Securities Authorized for Issuance under Equity Compensation Plans
See “Item 11. Executive Compensation – Share Incentive Plans”
46
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The Company had no related-party transactions during the years ended June 30, 2026 and 2025, while the financial statements reflect advances received from related parties during both years. The Company has balances with certain stockholders, officers, directors and entities related to them as of June 30, 2026 and 2025. The relationships relevant to the periods presented are summarized below:
| Related party | Relationship to the Company | |
| Xiaomin Chen | Chief Executive Officer and Chairman of the Board; Stockholder | |
| Hung To Pau, Ph.D. | Stockholder | |
| Jie Wang | Stockholder of the Company | |
| Well Fancy Development Ltd. | Hung To Pau is the director and stockholder of the entity |
The balances with related parties were as follows:
Amounts due to related parties — stockholders
| Related party | As of June 30, 2026 | As of June 30, 2025 | ||||||
| US$ | US$ | |||||||
| Xiaomin Chen | 36,000 | — | ||||||
| Jie Wang | 607,014 | — | ||||||
| Total | 643,014 | — | ||||||
Amounts due to related parties — related corporations, current
| Related party | As of June 30, 2026 | As of June 30, 2025 | ||||||
| US$ | US$ | |||||||
| Well Fancy Development Ltd. | 435,201 | — | ||||||
| Total | 435,201 | — | ||||||
Amounts due to related parties — related corporations, non-current
| Related party | As of June 30, 2026 | As of June 30, 2025 | ||||||
| US$ | US$ | |||||||
| Well Fancy Development Ltd. | — | 69,975 | ||||||
| Total | — | 69,975 | ||||||
Note:
The amounts due to related parties are advances from related parties for payment of expenses of the Company. The balances are interest-free, unsecured and repayable on demand other than the loan balance due to Mr. Jie Wang, in which the loan was bearing an interest rate of 10% per annum, repayable within one year and unsecured.
47
ITEM 14. Principal Accounting Fees and Services
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by WWC, P.C., our independent registered public accounting firm, for the periods indicated. We did not pay any other fees to our independent registered public accounting firm during the periods indicated below.
WWC, P.C.
| For the Year Ended June 30, | ||||||||
| (US$) | 2026 | 2025 | ||||||
| Audit fees(1) | 350,000 | 350,000 | ||||||
| Audit related fees(2) | - | - | ||||||
| Tax fees(3) | - | - | ||||||
| All other fees | - | - | ||||||
| Total | 350,000 | 350,000 | ||||||
| (1) | “Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and the review of our comparative interim financial information. |
| (2) | “Audit related fees” means the aggregate fees billed for related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit fees. |
| (3) | “Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. |
Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Our audit committee is responsible for the oversight of our independent accountants’ work. The policy of our audit committee is to pre-approve all audit and non-audit services provided by WWC, P.C., including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.
48
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Report:
(1) Consolidated Financial Statements
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Advanced Biomed Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Advanced Biomed Inc. and its subsidiaries (collectively, the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WWC, P.C.
Certified Public Accountants
PCAOB ID No.
We have served as the Company’s auditor since 2022.
October 13, 2026
F-2
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30. 2026 AND 2025
| As of | As of | |||||||
| June 30, 2026 |
June 30, 2025 |
|||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Due from discontinued operations | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Deferred tax assets | ||||||||
| Other assets of discontinued operations | ||||||||
| Total non—current assets | ||||||||
| TOTAL ASSETS | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable, accruals, and other current liabilities | ||||||||
| Current liabilities from discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Amount due to related parties – non-current | ||||||||
| Non-current liabilities from discontinued operations | ||||||||
| Total non—current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies (Note 14) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
| For the Years Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| US $ | US$ | |||||||
| Revenue | ||||||||
| Operating expenses: | ||||||||
| Stock-based compensation | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other expense: | ||||||||
| Interest expense | ( | ) | ||||||
| Other expenses, net | ( | ) | ||||||
| Total other expenses, net | ( | ) | ||||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax benefit | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||
| Gain on disposal of subsidiaries, net of tax | ||||||||
| Net income from discontinued operations, net of tax | ( | ) | ||||||
| Net income (loss) for the year | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||
| 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 outstanding: | ||||||||
| basic and diluted* | ||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
| Common stock | Additional paid- |
Accumulated other comprehensive |
Accumulated | |||||||||||||||||||||
| No. of shares* | Amount* | in capital* | income | deficits | Total | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||
| Balance as of July 1, 2024 | ( | ) | ||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Common stock issued for cash | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ||||||||||||||||||||||
| Balance as of July 1, 2025 | ( | ) | ||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Private placement | ||||||||||||||||||||||||
| Common stock issued for commitment fee | ||||||||||||||||||||||||
| Issuance of common stock for fractional share adjustments | ( | ) | ||||||||||||||||||||||
| Common stock issued for acquisition of Acellent | ||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements
F-5
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
| For the Year Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| US $ | US$ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) for the year | ( | ) | ||||||
| Net income (loss) from discontinued operations | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Common stock issued for commitment fee | ||||||||
| Stock-based compensation | ||||||||
| Deferred tax benefit | ( | ) | ||||||
| Provision for allowance for expected credit losses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable, accruals and other current liabilities | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Net cash outflow for disposal of subsidiaries | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Net cash provided by (used in) investing activities from discontinued operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from related parties | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net 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 year | ||||||||
| Cash — end of year | ||||||||
| Less cash from discontinued operations | ( | ) | ||||||
| Cash from continuing operations, end of year | ||||||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||
| Common stock issued in settlement of commitment fees | $ | |||||||
| Common stock issued for acquisition of Acellent | $ | |||||||
| Stock-based compensation | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Organization
Advanced Biomed Inc. (the “Company”) was incorporated in the State of Nevada on
Historically, the Company conducted biotechnology operations primarily through Advanced Biomed Inc. (Taiwan) and Advanced Biomed HK Limited and its subsidiary, Shanghai Sglcell Biotech Co., Ltd. These operations were principally engaged in the research and development of microfluidic technologies and cancer screening and related medical device applications.
Strategic Restructuring and Discontinued Operations
During the fiscal year ended June 30, 2026, the Company undertook a strategic restructuring to transition its business focus from its historical biotechnology operations to artificial intelligence and financial algorithmic software-related activities.
On December 23, 2025, the Company entered into a sale and purchase agreement to dispose of its
The Company determined that the dispositions represented a strategic shift that had a major effect on its operations and financial results. Accordingly, the historical results of operations and cash flows attributable to these operations have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations.
See Note 5 — Discontinued Operations for additional information.
Acquisition of Acellent
In April 2026, the Company acquired
In connection with the transaction, the Company issued
Following the acquisition, the Company’s continuing operations are primarily focused on technology-related activities utilizing the developing software platform. During the year ended June 30, 2026, the Company commenced generating revenue from these continuing operations.
See Note 4 — Acquisition of Acellent for additional information.
F-7
January 2026 Private Placement
In January 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors. Pursuant to the agreement, the Company issued
Issuance of Common Stock for Commitment Fee
In January 2026, prior to the Reverse Split, the Company issued shares of common stock with an aggregate fair value of $
Reverse Stock Split
On February 3, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to effect a
The Company and list of its subsidiaries consolidated in current year and as of the report date were shown below:
| Name of entity | Place of incorporation | Ownership interest as of June 30, 2026 | Ownership interest as of June 30, 2025 | Principal activities | ||||
| Advanced Biomed Inc. | ||||||||
| Acellent Technologies (Hong Kong) Co. Limited (1) | ||||||||
| Advanced Biomed Inc. (Taiwan) (2) | ||||||||
| Advanced Biomed HK Limited (3) | ||||||||
| Shanghai Sglcell Biotech Co., Ltd. (3) |
| (1) |
| (2) |
| (3) |
The results of operations of the former biotechnology subsidiaries identified in (2) and (3) above have been presented as discontinued operations for all periods presented. See Note 5 — Discontinued Operations.
F-8
| 2. | LIQUIDITY AND GOING CONCERN |
The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and settlement of liabilities in the ordinary course of business.
During the fiscal year ended June 30, 2026, the Company completed the disposition of its historical biotechnology operations and transitioned its operations toward artificial intelligence and financial algorithmic software-related activities. In April 2026, the Company acquired Acellent and commenced generating revenue from technology-related activities utilizing the software platform.
For the year ended June 30, 2026, although the Company reported net income of $
The Company’s ability to meet its future liquidity requirements will depend on, among other factors, its ability to generate cash flows from its continuing operations and, if necessary, obtain additional financing. Management intends to fund the Company’s operations through available cash resources, cash flows generated from operations and, if necessary, additional equity or other financing arrangements.
Based on its current operating plans, available financial resources and expected cash requirements, management believes that the Company has sufficient liquidity to meet its obligations for at least twelve months from the date the consolidated financial statements are issued.
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Basis of Presentation |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
| (b) | Principles of Consolidation |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
Subsidiaries are consolidated from the date the Company obtains control and cease to be consolidated from the date the Company loses control. The results of operations of subsidiaries disposed of during the year presented are included in the consolidated financial statements through the respective dates on which control ceased, as applicable.
| (c) | Discontinued Operations |
The Company reports a disposal of a component or group of components as discontinued operations when the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. The results of operations of a component classified as discontinued operations are presented separately from continuing operations in the consolidated statements of operations and comprehensive income (loss) for all periods presented. Cash flows attributable to discontinued operations are separately presented in the consolidated statements of cash flows.
F-9
During the year ended June 30, 2026, the Company completed the dispositions of Advanced Biomed HK Limited and its subsidiary, Shanghai Sglcell Biotech Co., Ltd., and Advanced Biomed Inc. (Taiwan), which comprised the Company’s historical biotechnology operations. The Company determined that these dispositions represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of these historical biotechnology operations have been presented as discontinued operations for all periods presented in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations.
See Note 5 — Discontinued Operations for additional information.
| (d) | Use of Estimates |
The preparation of the 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 the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates.
Significant estimates and assumptions reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for expected credit losses, stock-based compensation, interest rate of lease and gain on disposal of subsidiaries.
| (e) | Cash |
Cash consists of cash on hand and demand deposits with financial institutions that are unrestricted as to withdrawal and use.
The Company maintains its cash with financial institutions that management believes to be of high credit quality. The Company monitors the financial condition of these institutions and has not experienced any losses on such accounts.
| (f) | Foreign Currency Translation and Transactions |
The accompanying consolidated financial statements are presented in U.S. dollars (“US$”), which is the reporting currency of the Company. The functional currency of the Company is the U.S. dollar. The functional currency of Acellent, the Company’s Hong Kong subsidiary acquired in April 2026, is the Hong Kong dollar (“HKD”). Certain subsidiaries included in the consolidated financial statements prior to their dispositions during the year ended June 30, 2026 also used currencies other than the U.S. dollar as their functional currencies.
Assets and liabilities of subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the exchange rates in effect on the dates of the transactions or, when appropriate, at average exchange rates for the applicable reporting period. Translation adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in other comprehensive income (loss) and accumulated in accumulated other comprehensive income, a component of stockholders’ equity.
Transactions denominated in currencies other than an entity’s functional currency are initially recorded at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect at the balance sheet date, and resulting foreign currency transaction gains or losses are recognized in the consolidated statements of operations and comprehensive income (loss).
F-10
The following table sets forth the exchange rates used in preparing the accompanying consolidated financial statements:
| June 30, 2026 | June 30, 2025 | |||||||
| US$ to NT$ fiscal year-end rate | ||||||||
| US$ to NT$ average rate | ||||||||
| US$ to HKD fiscal year-end rate | ||||||||
| US$ to HKD average rate | ||||||||
| (g) | Fair Value Measurements |
The Company follows ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques. The three levels of the fair value hierarchy are as follows:
| ● | Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. |
| ● | Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
| ● | Level 3 — Unobservable inputs for the asset or liability that are significant to the fair value measurement. |
The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The classification of a fair value measurement within the hierarchy is based on the lowest level input that is significant to the measurement.
The carrying amounts of the Company’s short-term financial assets and liabilities approximate their fair values because of the short-term nature of these instruments.
| (h) | Related Parties |
The Company identifies related parties and accounts for and discloses related-party transactions in accordance with ASC 850, Related Party Disclosures. Related parties generally include the Company’s directors and executive officers, principal stockholders, their immediate family members, and entities that are controlled by or under common control with such parties.
Transactions with related parties are recorded based on the terms of the underlying arrangements. Material related-party transactions and balances are disclosed in the accompanying consolidated financial statements.
| (i) | Credit Losses |
The Company accounts for credit losses on financial assets measured at amortized cost in accordance with ASC 326, Financial Instruments — Credit Losses. The Company estimates expected credit losses based on relevant information available about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts.
The Company evaluates amount due from related parties and other applicable financial assets for expected credit losses on an individual or collective basis, as appropriate, considering factors such as historical payment experience, the financial condition and creditworthiness of the counterparties, the aging and nature of the outstanding balances, current economic conditions, and reasonable and supportable forecasts of future economic conditions.
An allowance for credit losses is recorded as a reduction of the carrying amount of the related financial asset, with the corresponding credit loss expense recognized in the consolidated statements of operations and comprehensive income (loss). Financial assets are written off against the allowance when they are deemed uncollectible. Recoveries of amounts previously written off are recognized when received.
F-11
| (j) | Revenue Recognition |
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The five-step model defined by ASC 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts, and (5) recognize revenue when each performance obligation under those contracts is satisfied.
A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.
The Company enters into a distinct contract with its customers for the provision of agency service.
Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods or services. The transaction price is fixed. The agency fee was one-off, non-refundable right for the agent sourcing customers for the Company.
Revenue is recognized when the Company satisfies a performance obligation by transferring the promised service to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for that service.
The Company’s revenue from continuing operations is primarily derived from agency services provided through its subsidiary, Acellent. The Company identifies the services promised under each customer arrangement and recognizes the related agency fee when the applicable performance obligation has been satisfied in accordance with the terms of that arrangement (point in time).
Revenue from contracts with customers consisted of the following:
| Revenue by major source | Year ended June 30, 2026 | Year ended June 30, 2025 | ||||||
| US$ | US$ | |||||||
| Agency fee revenue – point in time | ||||||||
| Total revenue | ||||||||
| (k) | Stock-Based Compensation |
The Company measures stock-based compensation at the fair value of the equity instruments issued and recognizes the resulting expense over the period in which the related services are received under ASC 718. Stock-based compensation expense is included in operating expenses in the consolidated statements of operations and comprehensive income (loss).
F-12
| (l) | Impairment of Long-Lived Assets |
The Company reviews its long-lived assets, including finite-lived intangible assets and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
When indicators of impairment exist, recoverability is assessed by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value. Fair value is determined using appropriate valuation techniques based on the facts and circumstances.
| (m) | Commitments and Contingencies |
The Company is subject to commitments and contingencies arising in the ordinary course of business, including legal proceedings, claims, contractual commitments and other matters. The Company records an accrual for a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a loss is reasonably possible but not probable, or if a loss is probable but the amount cannot be reasonably estimated, the nature of the contingency and an estimate of the possible loss or range of loss, if estimable, are disclosed in the notes to the consolidated financial statements.
The Company evaluates its commitments and contingencies based on the facts and circumstances available at each reporting date and revises its estimates as additional information becomes available.
| (n) | Income Taxes |
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.
A valuation allowance is established against deferred tax assets when, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets at each reporting date and adjusts the valuation allowance, as necessary, based on changes in facts and circumstances.
The Company recognizes the effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax position will be sustained upon examination by the relevant taxing authority.
The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.
| (o) | Earnings (Loss) Per Share |
Basic earnings (loss) per share is computed by dividing income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings (loss) per share is computed by dividing income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effect of potentially dilutive securities, if any. Potential common shares are excluded from the computation of diluted earnings (loss) per share when their effect would be anti-dilutive.
Basic and diluted earnings (loss) per share from continuing operations and discontinued operations are presented separately in accordance with U.S. GAAP.
All share and per-share amounts presented in the accompanying consolidated financial statements have been retrospectively adjusted, as applicable, to reflect the reverse stock split described below.
F-13
| (p) | Comprehensive Income (Loss) |
Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments arising from the translation of the financial statements of foreign subsidiaries whose functional currencies are other than the U.S. dollar.
Foreign currency translation adjustments are reported as a component of other comprehensive income (loss), and the cumulative amount is reported in accumulated other comprehensive income (loss), a component of stockholders’ equity.
| (q) | Segment Reporting |
The Company determines its operating segments in accordance with ASC 280, Segment Reporting, based on the manner in which the chief operating decision maker (“CODM”) manages the Company and evaluates operating performance. Operating segments are components of an enterprise for which separate financial information is available and is regularly evaluated by the CODM in deciding how to allocate resources and assess performance.
The Company has
| (r) | Reverse Stock Split |
On February 20, 2026, the Company effected a
All share and per-share amounts presented in the accompanying consolidated financial statements and related notes have been retrospectively adjusted, as applicable, to reflect the reverse stock split for all periods presented.
| (s) | Recent Accounting Pronouncements |
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments incorporate certain disclosure and presentation requirements previously contained in SEC regulations into the FASB Accounting Standards Codification. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC removes the related disclosure requirement from its rules. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, which enhances income tax disclosures, primarily related to the rate reconciliation and income taxes paid. The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 during the year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Awards. The amendments provide illustrative guidance to assist entities in determining whether profits interest and similar awards should be accounted for as share-based payment arrangements under ASC Topic 718. The amendments are effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those annual periods. The Company adopted ASU 2024-01 during the year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
F-14
In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements. The amendments remove references to various FASB Concepts Statements from the Codification and make other conforming amendments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2024-02 during the year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
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. In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 for entities with non-calendar year ends. The amendments require public business entities to provide additional disaggregated disclosures regarding certain categories of expenses included in relevant income statement expense captions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these amendments may have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which makes amendments to various Topics in the FASB Accounting Standards Codification to clarify guidance, correct unintended applications, and make other incremental improvements to U.S. GAAP. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-12 on its consolidated financial statements and related disclosures.
Except as discussed above, the Company does not believe that other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements and related disclosures.
| 4. | ACQUISITION OF ACELLENT |
On April 2, 2026, the Company and an independent individual entered into a sale and purchase agreement that the Company agreed to acquire
The results of operations of Acellent have been included in the Company’s consolidated financial statements from the accounting acquisition date. For the year ended June 30, 2026, the Company’s revenue generated by Acellent was $
| 5. | DISCONTINUED OPERATIONS |
During the fiscal year ended June 30, 2026, the Company completed the dispositions of its historical biotechnology operations as part of its strategic restructuring and transition toward artificial intelligence and financial algorithmic software-related businesses. The Company determined that these dispositions represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of these historical biotechnology operations have been presented as discontinued operations for all periods presented in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations.
F-15
On December 23, 2025, the Company entered into a sale and purchase agreement with an independent individual, Wei Ha Hui, pursuant to which the Company agreed to sell
On June 30, 2026, the Company entered into a sale and purchase agreement with an independent individual, Miaozhu Zhao, 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 subsidiaries, 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 agreements on December 23, 2025 and June 30, 2026, respectively.
As a result, the Hong Kong Subsidiary completed during the period ended December 31, 2025, the Company deconsolidated the subsidiary as of December 31, 2025 while the Taiwan Subsidiary completed during the period ended June 30, 2026, the Company deconsolidated the subsidiary as of June 30, 2026. Therefore, the Company reported no assets or liabilities of the subsidiaries from the date of disposals and recognized a net gain on deconsolidation of $
Income from discontinued operations, net of tax, was $
| (a) |
| Hong Kong Subsidiary | Taiwan Subsidiary | |||||||
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| US$ | US$ | |||||||
| Net assets disposal of: | ||||||||
| Cash | ||||||||
| Due from Advanced Biomed Inc. (Taiwan) | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Other non-current assets, net | ||||||||
| Accounts payable, accruals, and other current liabilities | ( | ) | ( | ) | ||||
| Lease liabilities (current and non-current) | ( | ) | ||||||
| Due to the Company | ( | ) | ( | ) | ||||
| Due to related parties of Hong Kong Subsidiary | ( | ) | ||||||
| Due to Hong Kong Subsidiary | ( | ) | ||||||
| Due to related parties of Taiwan Subsidiary | ( | ) | ||||||
| Tax payable | ( | ) | ||||||
| Total net liabilities disposed of | ( | ) | ( | ) | ||||
F-16
| Hong Kong Subsidiary | Taiwan Subsidiary | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Gain on disposal of subsidiaries: | ||||||||||||
| Total net liabilities disposed of | ||||||||||||
| Release of the translation of subsidiaries in foreign currency charged to other comprehensive loss in prior periods | ||||||||||||
| Cash consideration | ||||||||||||
| Net cash inflow (outflow) arising from disposal | ||||||||||||
| Cash consideration received during the year | ||||||||||||
| Cash disposed of | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||||
| (b) | Summary of Assets and Liabilities of Discontinued Operations |
The major classes of assets and liabilities of discontinued operation included in the consolidated balance sheets as of June 30, 2026 and 2025 were as follows:
| As of | As of | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Total current assets of discontinued operations | ||||||||
| Non-current assets: | ||||||||
| Equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Other non-current assets, net | ||||||||
| Total non-current assets of discontinued operations | ||||||||
| Total assets of discontinued operations | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable, accruals, and other current liabilities | ||||||||
| Amounts due to the Company | ||||||||
| Current lease payable | ||||||||
| Total current liabilities of discontinued operations | ||||||||
| Non-current liabilities: | ||||||||
| Non-current lease payable | ||||||||
| Amount due to related parties – non-current | ||||||||
| Total non-current liabilities of discontinued operations | ||||||||
| Total liabilities of discontinued operations | ||||||||
F-17
As of June 30, 2025, the consolidated balance sheet of the Company separately presented $
| (c) | Summary of Results of Discontinued Operations |
The major components of the results of discontinued operations included in the consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2026 and 2025 were as follows:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Operating expenses: | ||||||||
| Research and development expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Other income (expense), net | ( | ) | ||||||
| Total other income (expense), net | ( | ) | ||||||
| Loss before tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Loss incurred in discontinued operations | ( | ) | ( | ) | ||||
| Gain on disposal of subsidiaries, net of tax | ||||||||
| Net income from discounted operations, net of tax | ( | ) | ||||||
F-18
| 6. | PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET |
Prepaid expenses and other current assets consisted of the following:
| As of June 30, 2026 | As of June 30, 2025 | |||||||
| Other receivables | ||||||||
| Amount due from former subsidiaries | ||||||||
| Advances to suppliers | ||||||||
| Prepayment | ||||||||
| Total prepaid expenses and other current assets | ||||||||
| Less: Allowance for expected credit losses | ( | ) | ||||||
| Total prepaid expenses and other current assets, net | ||||||||
Amounts due from former subsidiaries. Following the dispositions of its former subsidiaries, amounts previously recorded as intercompany receivables became receivables from the former subsidiaries. As of June 30, 2026, these receivables comprised $
Movement of allowance for expected credit losses was shown below:
| As of June 30, 2026 | As of June 30, 2025 | |||||||
| Beginning balance, July 1 | ||||||||
| Provision for allowance for expected credit losses for the year | ||||||||
| Written off during the year | ( | ) | ||||||
| Ending balance, June 30 | ||||||||
| 7. | ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES |
Accounts payable, accruals and other current liabilities consisted of the following:
| As of June 30, 2026 | As of June 30, 2025 | |||||||
| Accrued payroll | ||||||||
| Other payables | ||||||||
| Amount due to related parties – current | ||||||||
| Accrued Liabilities | ||||||||
| Total Accounts payable, accruals, and other current liabilities | ||||||||
F-19
| 8. | EQUITY |
Common Stock
The Company is authorized to issue common stock with a par value of $
On October 15, 2024, the Company effected a
Initial Public Offering
On March 7, 2025, the Company completed its initial public offering, pursuant to which the Company issued
Private Placement
During the year ended June 30, 2026, the Company issued
Shares Issued for Commitment Fee
During the year ended June 30, 2026, the Company issued
Fractional Share Adjustments
In connection with the February 2026 reverse stock split, the Company issued
Shares Issued for acquisition of Acellent and stock-based compensation
During the year ended June 30, 2026, the Company issued
| 9. | INCOME TAXES |
Advanced Biomed Inc. is incorporated in the State of Nevada and is subject to U.S. federal income tax at a statutory rate of
Acellent Technologies (Hong Kong) Co. Limited, which was acquired during the year ended June 30, 2026, is subject to Hong Kong profits tax. Under Hong Kong’s two-tiered profits tax regime, the first HK$
F-20
For the year ended June 30, 2026, the Company recognized a deferred income tax benefit of $
The components of income tax benefit from continuing operations were as follows:
| For the years ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Current income tax expense | ||||||||
| Deferred income tax benefit - Hong Kong income tax | ( | ) | ||||||
| Total income tax benefit from continuing operations | ( | ) | ||||||
The following table reconciles income tax benefit computed at the U.S. federal statutory tax rate to income tax benefit from continuing operations:
| For the years ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| % | % | |||||||
| Tax at U.S. federal statutory rate | ||||||||
| State and local income taxes, net of federal effect | ||||||||
| Foreign tax effects | ( | ) | ||||||
| Changes in valuation allowance | ( | ) | ( | ) | ||||
| Nondeductible expenses | ( | ) | ||||||
| Effective tax rate | ||||||||
The components of deferred tax assets were as follows:
| As of June 30, 2026 | As of June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Net operating loss carryforwards | ||||||||
| Allowance for expected credit losses | ||||||||
| Gross deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | ||||||||
F-21
The Company recognized a deferred income tax benefit of $
For continuing operations, as of June 30, 2026 and 2025, the Company had total net operating loss carry forwards of approximately $
For discontinued operations, as of June 30, 2026 and 2025, the Company had total net operating loss carry forwards of approximately and $
| 10. | STOCK INCENTIVE PLAN |
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
| 11. | RELATED PARTY TRANSACTIONS |
The Company had related-party transactions during the years ended June 30, 2026 and 2025, while the financial statements reflect advances received from related parties during both years. The Company has balances with certain stockholders, officers, directors and entities related to them as of June 30, 2026 and 2025.
| Related party | Relationship to the Company | |
Xiaomin Chen | ||
| Hung To Pau, Ph.D. | ||
| Jie Wang | ||
| Well Fancy Development Ltd. |
The balances with related parties were as follows:
Amounts due to related parties — stockholders
| Related party | As of June 30, 2026 | As of June 30, 2025 | ||||||
| US$ | US$ | |||||||
Xiaomin Chen | ||||||||
| Jie Wang | ||||||||
| Total | ||||||||
F-22
Amounts due to related parties — related corporations, current
| Related party | As of June 30, 2026 | As of June 30, 2025 | ||||||
| US$ | US$ | |||||||
| Well Fancy Development Ltd. | ||||||||
| Total | ||||||||
Amounts due to related parties — related corporations, non-current
| Related party | As of June 30, 2026 | As of June 30, 2025 | ||||||
| US$ | US$ | |||||||
| Well Fancy Development Ltd. | ||||||||
| Total | ||||||||
Note:
The amounts due to related parties are advances from related parties for payment of expenses of the Company. The balances are interest-free, unsecured and repayable on demand other than the loan balance due to Mr. Jie Wang, in which the loan was bearing an interest rate of
| 12. | 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 net loss from continuing operations 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 years ended June 30, 2026 | For the years ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Revenue | ||||||||
| Stock-based compensation | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other items, net | ( | ) | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
Other items from continuing operations, net, for year ended June 30, 2026 consist of the $
F-23
| 13. | CONCENTRATIONS AND RISKS |
Credit Risk
Financial assets of the Company that are potentially subject to credit risk mainly consist of cash, other current assets and amounts due from discontinued operations.
The Company’s cash deposits are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. In Hong Kong, an individual entity’s deposit maintained at a bank is insured for a maximum of HKD
In terms of other current receivable and amounts due from discontinued operations, the Company maintains allowances for expected credit losses as contra accounts, as mentioned above.
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 Hong Kong 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 Hong Kong or globally in the future.
| 14. | COMMITMENTS AND CONTINGENCIES |
Contingencies
In the ordinary course of business, the Company may be subject to legal proceedings, claims and other matters. The Company accrues a loss contingency when a loss is probable and the amount can be reasonably estimated.
As of June 30, 2026, the Company was not aware of any pending or threatened legal proceedings that would have a material effect on its consolidated balance sheets, results of operations or cash flows.
| 15. | SUBSEQUENT EVENTS |
The Company evaluated subsequent events occurring after June 30, 2026 through October 13, 2026, the date the consolidated financial statements were issued. Except as described below, the Company identified no subsequent events requiring recognition or disclosure in the consolidated financial statements.
Termination of Equity Line of Credit
On July 14, 2026, the Company delivered notice to terminate its equity line of credit arrangement. The termination became effective on July 21, 2026. As of the date of the notice, there were no outstanding advance notices, and the Company had satisfied all amounts owed under the arrangement, including the issuance of the commitment fee shares.
F-24
(2) Financial Statement Schedules
All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements.
(3) Index of Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.
49
| 10.16 | Termination Agreement, dated April 28, 2026, between Advanced Biomed Inc. and Yi Lu | 8-K | 001-42548 | 10.1 | May 1, 2026 | |||||
| 10.17 | Employment Agreement, dated April 28, 2026, between Advanced Biomed Inc. and Xiaomin Chen | 8-K | 001-42548 | 10.2 | May 1, 2026 | |||||
| 14.1 | Code of Business Conduct and Ethics of the Registrant | S-1 | 333-288907 | 99.1 | July 23, 2025 | |||||
| 19.1 | Insider Trading Policies and Procedures | 10-K | 001-42548 | 19.1 | October 8, 2025 | |||||
| 21.1* | Subsidiaries of the Registrant | - | - | - | - | |||||
| 31.1* | Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | - | - | - | - | |||||
| 31.2* | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | - | - | - | - | |||||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | - | - | - | - | |||||
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | - | - | - | - | |||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | S-1 | 333-288907 | 99.5 | July 23, 2025 | |||||
| 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). |
| * | Filed herewith |
| ** | Furnished herewith |
ITEM 16. Form 10-K Summary.
None.
50
SIGNATURES
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.
| October 13, 2026 | Advanced Biomed Inc. | |
| By: | /s/ Xiaomin Chen | |
| Xiaomin Chen | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Xiaomin Chen | Chief Executive Officer and Chairman of the Board | October 13, 2026 | ||
| Xiaomin Chen | (Principal Executive Officer) | |||
| /s/ Mingze Yin | Chief Financial Officer and Director | October 13, 2026 | ||
| Mingze Yin | (Principal Financial and Accounting Officer) | |||
| /s/ Jing Zhang | Director | October 13, 2026 | ||
| Jing Zhang | ||||
| /s/ Cheang I Kei | Director | October 13, 2026 | ||
| Cheang I Kei | ||||
| /s/ Mingyue Cai | Director | October 13, 2026 | ||
| Mingyue Cai | ||||
51
Exhibit 4.2
DESCRIPTION OF CAPITAL STOCK
General
The following description of the capital stock of Advanced Biomed Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our articles of incorporation and bylaws, as amended from time to time, is a summary and is qualified in its entirety by reference to the full text of our articles of incorporation and bylaws.
Common Stock
Advanced Biomed Inc. is authorized to issue 400,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”).
Each share of our Common Stock is entitled to one vote on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of Common Stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of Common Stock that are present in person or represented by proxy. Holders of Common Stock representing a majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Non-cumulative Voting
Holders of shares of our Common Stock do not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.
Dividends
Holders of our Common Stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine.
Exchange Listing
Our Common Stock is listed on the Nasdaq Capital Market under the trading symbol “ADVB.”
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Transhare Corporation, with an address at Bayside Center 1, 17755 North US Highway 19, Suite 140, Clearwater, FL 33764, telephone number is (303) 662-1112.
Indemnification of Officers and Directors
Our Articles of Incorporation provide that, except as otherwise provided by law, a director or officer is not individually liable to us, our stockholders or our creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless such act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or a knowing violation of law. Our Articles of Incorporation further provide that we shall indemnify our directors and officers to the maximum extent permitted by law, and shall pay the expenses incurred by a director or officer in defending a proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified.
Our Bylaws provide that we shall indemnify every director, officer and employee against all expenses and liabilities, including counsel fees, reasonably incurred in connection with any proceeding to which he or she may be made a party by reason of being or having been a director, officer or employee, except in cases where such person is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties; provided that, in the event of a settlement, such indemnification applies only when our board of directors approves such settlement and reimbursement as being in our best interests. Our Bylaws also permit our board of directors, in its discretion, to purchase liability insurance on behalf of our directors, officers and employees.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Exhibit 21.1
List of Subsidiary of Advanced Biomed inc.
| Subisidary | Place of Incorporation | |
| Acellent Technologies (Hong Kong) Co. Limited | Hong Kong |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Xiaomin Chen, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Advanced Biomed Inc. for the period ended June 30, 2026; |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this annual report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: October 13, 2026 | By: | /s/ Xiaomin Chen |
| Xiaomin Chen | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Mingze Yin, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Advanced Biomed Inc. for the period ended June 30, 2026; |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this annual report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: October 13, 2026 | By: | /s/ Mingze Yin |
| Mingze Yin | ||
| Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Advanced Biomed Inc. (the “Company”) for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaomin Chen, as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: October 13, 2026 | By: | /s/ Xiaomin Chen |
| Xiaomin Chen | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Advanced Biomed Inc. (the “Company”) for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mingze Yin, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Mingze Yin | |
| Mingze Yin | ||
| Chief Financial Officer (Principal Financial Officer) | ||
| Date: October 13, 2026 |