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Advanced Biomed Inc.

For the period ended Jun 30, 2025. Filed Oct 8, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Oct 8, 2025

ADVB$1.98+4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30,2025

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________

Commission file number:001-42548

Advanced Biomed Inc.

(Exact name of registrant as specified in its charter)

Nevada87-2177170
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

No. 689-85 Xiaodong Road, Yongkang District

Tainan City, Taiwan

(Address of principal executive offices)

Telephone:+ 886-6-3121716

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:Trading Symbol(s):Name of Each Exchange on Which Registered:
Common StockADVBThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

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☐
Non-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.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

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 June 30, 2025, was approximately $4.43 million, based on the closing sale price per share of the registrant’s common stock as reported by the Nasdaq Capital Market on such date.

As of October 8, 2025, Advanced Biomed Inc. had 21,640,000 shares of outstanding Common Stock, par value $0.001 per share.

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors43
Item 1B.Unresolved Staff Comments83
Item 1CCybersecurity83
Item 2.Properties84
Item 3.Legal Proceedings84
Item 4.Mine Safety Disclosures84
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities85
Item 6.Reserved86
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations86
Item 7A.Quantitative and Qualitative Disclosures About Market Risk101
Item 8.Financial Statements and Supplementary Data101
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure101
Item 9A.Controls and Procedures101
Item 9B.Other Information102
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections102
PART III
Item 10.Directors, Executive Officers and Corporate Governance103
Item 11.Executive Compensation107
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters108
Item 13.Certain Relationships and Related Transactions, and Director Independence110
Item 14.Principal Accounting Fees and Services112
PART IV
Item 15.Exhibits and Financial Statement SchedulesF-1

i

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:

●“Advanced Biomed Taiwan” refers to Advanced Biomed Inc. (Taiwan);
●“Advanced Biomed HK” refers to Advanced Biomed HK Limited;
●“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;
●“CRO” refers to contract research organization, a type of third-party entity that is engaged by medical device research and manufacturing companies to conduct all or part of the required scientific or medical trials before a medical device can be sold to the public;
●“Common Stock” refers to shares of our common stock, par value US$0.001 per share;
●“NMPA” refers to National Medical Products Administration, formerly known as China Food and Drug Administration;
●“NTD” or “NT$” 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
●“Initial Public Offering” refers to the initial primary underwritten public offering of 1,640,000 shares of common stock, par value $0.001 per share, of Advanced Biomed Inc. at US$4.00 per share, completed on March 7, 2025;
●“Shanghai Sglcell” or “Shanghai subsidiary” refers to Shanghai Sglcell Biotech Co., Ltd., a company incorporated in the People’s Republic of China and our wholly foreign owned entity 100% owned by Advanced Biomed HK. Shanghai subsidiary is our only subsidiary in Mainland China;
●“Taiwan” refers to Taiwan, Penghu, Kinmen, Matsu, and any other areas under the effective control of the government of Republic of China;
●“US$,” “$” 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.

ii

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.

iii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.