Advanced Biomed Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Financial Statements
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| As of March 31, 2026 | As of June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (Unaudited) | ||
| Assets | ||
| Current assets: | ||
| Cash | 2,602,697 | 2,867,177 |
| Prepaid expenses and other current assets, net | 7,923,612 | 1,937,242 |
| Due from discontinued operations | - | 7,205,373 |
| Current assets of discontinued operations | - | 1,228,152 |
| Total current assets | 10,526,309 | 13,237,944 |
| Equipment, net | 87,280 | 125,184 |
| Right-of-use assets, net | 30,551 | 41,690 |
| Other non-current assets | 2,184 | 2,605 |
| Other assets from discontinued operations | - | 310,293 |
| Total non-current assets | 120,015 | 479,772 |
| TOTAL ASSETS | 10,646,324 | 13,717,716 |
| Liabilities | ||
| Current liabilities: | ||
| Accounts payable, accruals, and other current liabilities (including amount due to related parties – major stockholders as of March 31, 2026 and June 30, 2025, with $140,980 and $128,062, and due to related parties – related corporations with $571,373 and $761,083, respectively (1)) | 1,407,076 | 1,875,596 |
| Lease payable - current | 18,608 | 35,811 |
| Current liabilities from discontinued operations | - | 8,183,094 |
| Total current liabilities | 1,425,684 | 10,094,501 |
| Amount due to related parties – non-current | - | 69,975 |
| Lease payable – non-current | 10,903 | 5,879 |
| Non-current liabilities from discontinued operations | - | 69,797 |
| Total non-current liabilities | 10,903 | 145,651 |
| TOTAL LIABILITIES | 1,436,587 | 10,240,152 |
| Commitments and contingencies | - | - |
| Stockholders’ equity | ||
| Common stock $0.001 par value per share; 400,000,000 shares authorized; 1,382,133 and 1,082,000 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively. * | 1,382 | 1,082 |
| Additional paid-in capital | 21,615,536 | 21,367,836 |
| Accumulated deficits | (13,250,966) | (19,233,044) |
| Accumulated other comprehensive income | 843,785 | 1,341,690 |
| Total stockholders’ equity | 9,209,737 | 3,477,564 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 10,646,324 | 13,717,716 |
| * | Giving retroactive effect to the 1-for-20 reverse share split effected on February 20, 2026. |
|---|
| (1) | See Note 12 for disclosures regarding related party transactions. |
**UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
| For the three-month periods ended March 31, | For the nine-month periods ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| US$ | US$ | US$ | US$ | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Operating expenses: | ||||
| Research and development expenses | (243,226) | (219,966) | (665,140) | (600,056) |
| General and administrative expenses | (276,610) | (347,541) | (646,213) | (475,093) |
| Total operating expenses | (519,836) | (567,507) | (1,311,353) | (1,075,149) |
| Other income (expense): | ||||
| Interest (expense) income | (112) | - | 9,094 | 15,287 |
| Gain on disposal of subsidiaries | - | - | 7,346,684 | - |
| Other income (expense), net | 31,006 | (629,992) | 210,132 | (702,244) |
| Total other income (expense), net | 30,894 | (629,992) | 7,565,910 | (686,957) |
| Income (loss) before tax expense | (488,942) | (1,197,499) | 6,254,557 | (1,762,106) |
| Income tax expense | - | - | - | - |
| Income (loss) from continuing operations | (488,942) | (1,197,499) | 6,254,557 | (1,762,106) |
| Income (loss) from discontinued operations, net of tax | - | (186,375) | (272,479) | (795,252) |
| Net income (loss) for the period | (488,942) | (1,383,874) | 5,982,078 | (2,557,358) |
| Other comprehensive income | ||||
| Foreign currency translation (loss) gain, net of taxes | (30,963) | 39,696 | (497,905) | 168,954 |
| Total comprehensive income (loss) | (519,905) | (1,344,178) | 5,484,173 | (2,388,404) |
| Income (loss) per share: | ||||
| continuing operations, basic and diluted* | (0.38) | (1.17) | 5.45 | (1.75) |
| discontinued operations, basic and diluted* | - | (0.18) | (0.24) | (0.79) |
| Total basic and diluted* | (0.38) | (1.35) | 5.21 | (2.54) |
| Weighted average number of shares of common stock in computing net income (loss) per share | ||||
| basic and diluted* | 1,284,923 | 1,023,955 | 1,148,654 | 1,007,810 |
| * | Giving retroactive effect to the 1-for-20 reverse share split effected on February 20, 2026. |
|---|
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Common stock · Additional · Accumulated other | ||||||
|---|---|---|---|---|---|---|
| No. of shares* | Amount* | paid- in capital* | comprehensive income | Accumulated deficit | Total | |
| US$ · US$ · US$ · US$ · US$ | ||||||
| Balance as of July 1, 2024 | 1,000,000 | 1,000 | 16,512,989 | 1,123,344 | (15,974,075) | 1,663,258 |
| Net loss | - | - | - | - | (2,557,358) | (2,557,358) |
| Common stock issued for cash | 82,000 | 82 | 4,854,847 | - | - | 4,854,929 |
| Foreign currency translation adjustment | - | - | - | 168,954 | - | 168,954 |
| Balance as of March 31, 2025 | 1,082,000 | 1,082 | 21,367,836 | 1,292,298 | (18,531,433) | 4,129,783 |
| Balance as of July 1, 2025 | 1,082,000 | 1,082 | 21,367,836 | 1,341,690 | (19,233,044) | 3,477,564 |
| Net income | - | - | - | - | 5,982,078 | 5,982,078 |
| Private placement | 200,000 | 200 | 247,800 | - | - | 248,000 |
| Common stock issued for commitment fee | 82,536 | 83 | (83) | - | - | - |
| Issuance of shares due to fractional rounding | 17,597 | 17 | (17) | - | - | - |
| Foreign currency translation adjustment | - | - | - | 27,062 | - | 27,062 |
| Adjustments in relation to deconsolidation of subsidiary | - | - | - | (524,967) | - | (524,967) |
| Balance as of March 31, 2026 | 1,382,133 | 1,382 | 21,615,536 | 843,785 | (13,250,966) | 9,209,737 |
| * | Giving retroactive effect to the 1-for-20 reverse share split effected on February 20, 2026. |
|---|
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the nine-month periods ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| US$ | US$ | |
| (Unaudited) | (Unaudited) | |
| Net income (loss) | 5,982,078 | (2,557,358) |
| Net loss from discontinued operations | (272,479) | (795,252) |
| Net income (loss) from continuing operations | 6,254,557 | (1,762,106) |
| Adjustment: | ||
| Depreciation and amortization | 44,461 | 67,965 |
| Net loss from disposal of equipment | 60 | - |
| Gain from disposal of subsidiaries | (7,346,684) | - |
| Interest income | (9,094) | (15,287) |
| Changes in operating assets: | ||
| Prepaid expenses and other current assets | 851,253 | (2,046,665) |
| Accounts payable, accruals and other current liabilities | (291,728) | (2,172,861) |
| Lease obligations, net cash | (1,040) | 1,978 |
| Other non-current assets | 2,946 | - |
| Interest received | 9,094 | 15,287 |
| Net cash used in operating activities from continuing operations | (486,175) | (5,911,689) |
| Net cash (used in) provided by operating activities from discontinued operations | (877,500) | 1,630,596 |
| Net cash used in operating activities | (1,363,675) | (4,281,093) |
| Purchase of equipment | (15,941) | (11,501) |
| Net cash used in investing activities from continuing operations | (15,941) | (11,501) |
| Net cash used in investing activities | (15,941) | (11,501) |
| Proceeds from issuance of common stock | 248,000 | 5,602,400 |
| Repayments to related parties – major stockholders | - | (1,184) |
| Proceeds from related parties – related corporations | 141,459 | 763,872 |
| Net cash provided by financing activities from continuing operations | 389,459 | 6,365,088 |
| Net cash provided by financing activities from discontinued operations | 641,757 | 334,679 |
| Net cash provided by financing activities | 1,031,216 | 6,699,767 |
| EFFECT OF EXCHANGE RATE ON CASH FROM CONTINUING OPERATIONS | (151,823) | 138,000 |
| EFFECT OF EXCHANGE RATE ON CASH FROM DISCONTINUED OPERATIONS | 204,931 | 30,954 |
| Net change in cash, including cash from discontinued operations | (295,292) | 2,576,127 |
| Cash, including cash from discontinued operations - beginning of period | 2,903,915 | 2,607,973 |
| Cash, including cash from discontinued operations - end of period | 2,608,623 | 5,184,100 |
| Less cash from discontinued operations | 5,926 | 2,007,638 |
| Cash from continuing operations, end of period | 2,602,697 | 3,176,462 |
| Supplementary Cash Flow Information: | ||
| Cash received for interest | $9,094 | $15,287 |
| Cash paid for income taxes | - | - |
| Non-cash transactions of investing and financing activities | ||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $24,216 | - |
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
On July 16, 2021, Advanced Biomed Inc. (the “Company”) was incorporated in the State of Nevada, as an investment holding company. The Company’s principal executive offices are located in Tainan City, Taiwan. The Company has no substantive operations and assets. It is holding Company that holds all of the issued and outstanding shares of Advanced Biomed HK Limited and Advanced Biomed Inc. (Taiwan).
On March 7, 2025, the Company announced the closing of its initial public offering (the “Offering”) of 1,640,000 shares of common stock (the “Shares”), at a public offering price of US$4.00 per share for total gross proceeds of US$6,560 thousand. The Company raised total net proceeds of approximately US$5,490 thousand, which was reflected in the statement of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses upon the completion of listing. The common stock of the Company began trading on the Nasdaq Capital Market under the ticker symbol “ADVB” from March 6, 2025.
| (1) | Establishment of Advanced Biomed HK Limited |
On August 10, 2021, the Company incorporated a wholly owned subsidiary, Advanced Biomed HK Limited, in Hong Kong to facilitate market development and commercialization of the Company’s oncology products for sale and distribution in the People’s Republic of China (the “PRC”).
| (2) | Acquisition of Shanghai Sglcell Biotech Co., Ltd. and its subsidiaries |
On January 1, 2022, Advanced Biomed HK Limited acquired 100% equity interest of Shanghai Sglcell Biotech Co., Ltd. Shanghai Sglcell Biotech Co., Ltd. was established in the PRC on April 12, 2019. It is engaged in the establishment and operation of medical clinics in the PRC.
Shanghai Sglcell Biotech Co., Ltd. owns 100% equity interest of two subsidiaries namely 1.) Shandong Sglcell Medical Devices Co., Ltd. and 2.) Nanjing Yitian Biotech Co., Ltd. Shandong Sglcell Medical Devices Co., Ltd. was incorporated in the PRC on July 8, 2021 to carry out the establishment of medical clinics, and the supply of medical products and services to clinics in the PRC. Nanjing Yitian Biotech Co., Ltd. was established in the PRC on January 6, 2017. Nanjing Yitian Biotech Co., Ltd. wholly owns a subsidiary, Beijing Yitan Jiarui Technology Co. Ltd., which was established in the PRC on October 20, 2017. Both were established to carry out marketing and clinical services in the PRC.
On June 8, 2023, Shanghai Sglcell Biotech Co., Ltd. transferred its wholly owned subsidiary, Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd., to independent third-party individuals at aggregate consideration of CNY 500,000 (approximately US$71,942) without any other obligations arising from the transfer. Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd. have not commenced business activity since it was acquired on January 1, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd., was CNY 498,587 (approximately US$71,739).
On June 9, 2023, Shandong Sglcell Biotech Co., Ltd., the wholly owned subsidiary of Shanghai Sglcell Biotech Co., Ltd., was transferred to independent third-party individuals atzero consideration without any other obligations arising from the transfer. Shandong Sglcell Biotech Co., Ltd. has been inactive since it was incorporated on July 8, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., waszero.
| (3) | Subsidiary established under Advanced Biomed HK Limited |
Advanced Biomed HK Limited incorporated a wholly owned subsidiary, Sglcell (Huangshan) Biotech Co., Ltd., in the PRC on March 4, 2022; it was established for the expected future manufacturing of medical devices in the PRC.
On June 15, 2023, Sglcell (Huangshan) Biotech Co., Ltd., the wholly owned subsidiary of Advanced Biomed HK Limited, was transferred to an independent third-party corporation at zero consideration without any other obligations arising from the transfers. Sglcell (Huangshan) Biotech Co., Ltd. has been dormant since its incorporation date from March 4, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., waszero.
| (4) | Reorganization of Advanced Biomed Inc. (Taiwan) |
Advanced Biomed Inc. (Taiwan) was established in Taiwan on September 1, 2014. It is primarily focused on mainly operates as a research and development of new center for technologies in the field of oncology to help efficiently and cost-effectively identify and diagnose cancer cells.
On date of incorporation, July 16, 2021, the Company issued 8,000,000 shares to Dr. Hung To Pau. On March 15, 2022, Dr. Hung To Pau transferred all of his 8,000,000 shares to Sglcell Ltd, an exempted company incorporated under the law of Cayman Islands, the sole stockholder of which is Dr. Hung To Pau for a total consideration of $8,000. The Company was dormant and has no substantive assets. On June 8, 2022, Sglcell Ltd transferred all of its 8,000,000 shares to Dr. Yi Lu for a total consideration of $8,000. In July 2022, the Company consummated a reorganization of Advanced Biomed Inc. (Taiwan) under share exchange arrangement of its then existing stockholders, who collectively owned all the equity interests of Advanced Biomed Inc. (Taiwan) prior to the reorganization, transferred their respective shares in Advanced Biomed Inc. (Taiwan) to the Company. Prior to the re-organization, Advanced Biomed Inc. (Taiwan) was directly owned and controlled by Dr. Yi Lu and Chen-Yi Lee with 99.93% and 0.07% beneficial ownership interest, respectively.
The Share Exchange
Pursuant to a share exchange agreement (the “Agreement”) dated July 11, 2022, Dr. Yi Lu and Chen-Yi Lee transferred their respective shares in Advanced Biomed Inc. (Taiwan) at the time of the Agreement, representing in aggregate 100% of the issued share capital of Advanced Biomed Inc. (Taiwan), to the Company. The consideration for the share transfers was satisfied by the allotment and issuance of an aggregate of 385,257 fully paid up shares of common stock to Dr. Yi Lu and Chen-Yi Lee. Following the completion of the share exchange and related issuances by and among the Company, Dr. Yi Lu and Chen-Yi Lee, Advanced Biomed Inc. (Taiwan) ultimately became a wholly-owned subsidiary of the Company, and Dr. Yi Lu and Chen-Yi Lee became the beneficial owners of the Company with percentage ownerships of 99.99% and 0.01% as of August 12, 2022.
Subsequently, on October 24, 2022, the Company issued 365,368 shares to Chen-Yi Lee, and on October 24, 2022, the Company also issued 2,730,000 shares to Advance On Ventures Limited, a company incorporated under the law of British Virgin Islands (the “Ventures Limited”), the beneficial owners of which are employees of Advanced Biomed Taiwan. The Company issued 4,405,625 shares,2,193,750 shares,2,060,000 shares,1,511,250 shares,1,243,750 shares,1,230,000 shares respectively to Dr. Hung To Pau, Yimin Jin, Xiaoyuan Luo, Nanzhen Shen, Jian Wang and Qiang Chen pursuant to the Debt-For-Equity Exchange Agreement the Company entered into with the abovementioned stockholders on June 30, 2022 to settle debt of a total amount of NTD 174,020,033 and RMB 22,200,000 (approximately $9.04 million). On October 25, 2022, the Company issued 625,000 shares to Hanyu Assets Co. Ltd. pursuant to the Investment Agreement the Company entered into with Hanyu Assets Co. Ltd. on June 6, 2022, and the Company issued 250,000 shares to Newlink Technology Inc. pursuant to the Investment Agreement the Company entered into with Newlink Technology Inc. on June 6, 2022.
Upon completion of the reorganization, Dr. Yi Lu’s percentage of ownerships of the Company became 33.54% as of October 25, 2022.
On November 7, 2022, the Company obtained the approval of the Investment Commission of the Ministry of Economic Affairs (“Taiwan Investment Commission”) for the reorganization, and the issuance number of which is “經審一字第 11100116890 號”. Additionally, the Bureau of Economic Development of Tainan City Government has also approved the reorganization in accordance with the Taiwan Company Act on December 26, 2022.
Pursuant to this reorganization, the Company determined that Advanced Biomed Inc. (Taiwan) is the predecessor entity as the Company is an investment holding company with no business activities carried out and all of the business of Advanced Biomed Inc. (Taiwan) acquired formed substantially all of the business of the Company under Rule 405 of Regulation C. To reflect the real economic substance of the Company’s business under the reorganization, the accompanying consolidated financial statements were prepared assuming that the share exchange transaction, as disclosed above has been completed, and the Company exercises control of Advanced Biomed Inc. (Taiwan). The transaction detailed above has been accounted for as reverse takeover and recapitalization of the Company; whereby the Company (the legal acquirer) is considered the accounting acquiree, and Advanced Biomed Inc. (Taiwan)(the legal acquiree) is considered as the accounting acquirer. This transaction is deemed to be a continuation of the business of Advanced Biomed Inc. (Taiwan); therefore, no goodwill has been recorded for this transaction, and the Company’s historical financial information prior to the date of the recapitalization transaction is that of Advanced Biomed Inc. (Taiwan) and historical changes in stockholders’ deficit and its results of operations have been presented from the beginning of the first period presented. The above-mentioned equity is before the stock split on May 16, 2023.
On December 23, 2025, the Company entered into an agreement (the “Agreement”) with an unrelated third party, Wei Ha Hui (the “Buyer”), pursuant to which the Company agreed to sell 100% of the issued and outstanding shares of Advanced Biomed (HK) Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Hong Kong Subsidiary”), for an aggregate purchase price of US$23,000 based on a valuation report commissioned by the Company, subject to the terms and conditions set forth in the Agreement. All intellectual property owned by the Hong Kong subsidiary, including intellectual property owned by Shanghai Sglcell Biotech Co., Ltd., a wholly owned subsidiary of the Hong Kong subsidiary, was transferred to the Buyer at the closing of this transaction on December 31, 2025.
The Company and its subsidiaries are in the table as follows:
| Percentage of effective ownership | ||||||
|---|---|---|---|---|---|---|
| Name · Date of Incorporation · March 31, 2026 · June 30, 2025 · Place of incorporation · Principal Activities | ||||||
| Advanced Biomed Inc. · July 16, 2021 · - · - · Nevada · Investment holding | ||||||
| Advanced Biomed Inc. (Taiwan) | September 1, 2014 | 100% | 100% | Taiwan | Research and development of various advanced and innovative microfluidic biochip technologies, and provide the leading application of such technologies in precision oncology detection, diagnosis and treatment | |
| Advanced Biomed HK Limited | August 10, 2021 | - | % | 100% | Hong Kong | Market development |
| Shanghai Sglcell Biotech Co., Ltd. | April 12, 2019 | - | % | 100% | People’s Republic of China | Clinical-related business |
The accompanying unaudited interim condensed consolidated financial statements are presented assuming that the Company was in existence at the beginning of the first period presented.
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 1-for-20 reverse stock split of its common stock. The Reverse Split became effective at the open of trading on The Nasdaq Capital Market on February 20, 2026. All share and per-share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the Reverse Split for all periods presented.
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 200,000 shares of common stock (representing 4,000,000 shares on a pre-split basis) for gross proceeds of $248,000. The proceeds from this private placement are intended to be used for general corporate purposes and working capital. All share counts related to this offering have been retroactively adjusted to reflect the 1-for-20 Reverse Split that occurred on February 20, 2026.
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 $500,000 to an institutional investor as a commitment fee in connection with a securities purchase agreement. The issuance was recognized as a non-cash financing expense. The underlying share count has been retroactively restated to reflect the Reverse Split.
2. LIQUIDITY AND GOING CONCERN
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability to develop, register and obtain regulatory approval for commercial sell of its products to generate positive operating cash flows.
To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:
| ● | raise additional capital; and |
| ● | cash generated from upcoming operations; and |
| ● | financial support from the Company’s related party and stockholders as well as third parties. |
The Company certain related parties have waived off the amount due to them as of June 30, 2024, which amounted to $2,820,624 in order to improve the Company’s working capital. The Company completed its initial public offering. In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$6,560 thousand before deducting any underwriting discounts or expenses.
On June 6, 2025, the Company entered into a purchase agreement (the “ELOC Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor” or “Selling Stockholder”), pursuant to which the Company have the right to issue and sell to the Investor, from time to time as provided therein, and the Investor is obligated to purchase from us, up to Twenty-Five Million United States Dollars ($25,000,000) of the Company’s Common Stock, subject to terms and conditions set forth in the ELOC Agreement. As of March 31, 2026, the ELOC Agreement remains in effect. In connection with the 1-for-20 Reverse Split implemented on February 20, 2026, the number of shares available for issuance and the applicable purchase price under the ELOC Agreement have been adjusted in accordance with its terms. The Company intends to utilize this facility as needed to supplement its working capital requirements.
However, for the nine-month period ended March 31, 2026, although the Company reported net income of $5,982,078, this was primarily attributable to a gain of $7,346,684 generated from the disposal of Advanced Biomed (HK) Limited and its subsidiary during the period. In addition, the Company had net cash outflows of $1,363,675 from operating activities for the nine-month periods ended March 31, 2026. To improve its liquidity, the Company completed a private placement in January 2026, raising gross proceeds of $248,000. Additionally, the Company implemented a 1-for-20 reverse stock split in February 2026 to maintain its listing status and improve its capital structure. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern. The unaudited interim condensed consolidated financial statements for the nine-month period ended March 31, 2026 and 2025 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the Company’s unaudited interim condensed consolidated financial statement. The unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended June 30, 2025 included in the other place of the Company’s annual report on Form 10-K.
(b) Consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation.
Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s unaudited interim condensed consolidated financial statements. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with the business combination are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in the unaudited interim condensed consolidated statements of operations.
When the Company determines that assets acquired do not meet the definition of a business under the acquisition method of accounting, acquired assets is expensed, no goodwill is recorded, and any contingent consideration is recognized only when it becomes payable or is paid.
(c) Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to useful lives for equipment and intangible assets, assumptions used in assessing right of use assets, impairment of long-lived assets, and uncertain tax position. Actual results could vary from the estimates and assumptions that were used.
(d) Stock split and reverse share split
On May 16, 2023, the Company effected a forward share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4. As a result of the forward split, the Company now have 100,000,000 common stock issued and outstanding as of the date hereof. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260. All references made to share or per share amounts in the accompanying unaudited interim condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the 4 for 1 share split. The shares of common stock retain a par value of $0.001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the share split was reclassified from “Additional paid-in capital” to “Common stock”.
On October 15, 2024, the Company effected the reverse share split of all issued and outstanding shares of 100,000,000 shares at a ratio of 5:1. As a result of the reverse share split, the Company now have 20,000,000 common stock issued and outstanding as of the date hereof. Unless indicated or the context otherwise requires, all number of common stock in this report has been retrospectively adjusted for the reverse share split, as if such reverse share split occurred on the first day of the years presented.
On February 20, 2026, the Company effected a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-20 (the “2026 Reverse Split”). The 2026 Reverse Split was approved by the Company’s Board of Directors and stockholders to maintain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Unless otherwise indicated, all share and per-share data in the accompanying unaudited interim condensed consolidated financial statements and notes have been retroactively adjusted for all periods presented to reflect the 2026 Reverse Split as if it had occurred at the beginning of the earliest period presented. The par value of the common stock remained unchanged at $0.001 per share.
(e) Risks and uncertainties
The main operations of the Company are located in Taiwan and mainland China. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Taiwan and mainland China, as well as by the general state of the economy in these two countries. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in these two countries.
The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.
(f) Foreign currency translation and transaction and convenience translation
The accompanying unaudited interim condensed consolidated financial statements are presented in the US Dollar (“US$”), which is the reporting currency of the Company. The functional currency of the Company is the US$. Advanced Biomed Inc. (Taiwan) use New Taiwan dollar (“NT$”) as its functional currency. Advanced Biomed HK Limited uses US$, and Shanghai Sglcell Biotech Co., Ltd. uses Chinese Yuan (“CNY”), as their functional currencies, respectively.
Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Translation gains and losses are recognized in the consolidated statements of operations and comprehensive loss as other comprehensive income or loss. Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the exchange rate prevailing on the transaction date. The cumulative gain or loss from foreign currency transactions is reflected in the unaudited interim condensed consolidated statements of operations and comprehensive loss as other income (other expense).
The value of foreign currencies including, the NT$, CNY and HKD, may fluctuate against the US Dollar. Any significant variations of the aforementioned currencies relative to the US Dollar may materially affect the Company’s financial condition in terms of reporting in US Dollar. The following table outlines the currency exchange rates that were used in preparing the accompanying unaudited interim condensed consolidated financial statements:
| As of March 31, 2026 | As of June 30, 2025 | |
|---|---|---|
| Period end US$:NT$ exchange rate | 32.05 | 29.18 |
| Period end US$:CNY exchange rate | 6.90 | 7.16 |
| Period end US$:HK$ exchange rate | 7.84 | 7.85 |
| For the nine-month periods ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Period average US$:NT$ exchange rate | 30.85 | 32.50 |
| Period average US$:CNY exchange rate | 7.06 | 7.21 |
| Period average US$:HK$ exchange rate | 7.80 | 7.78 |
(g) Fair value measurement
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. |
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Cash, other current assets, leases payable, accounts payables, accruals and other current liabilities are financial assets and liabilities. Cash, other current assets, accounts payable, accruals and other current liabilities are subject to fair value measurement; however, because of their being short term in nature management believes their carrying values approximate their fair value. Financial instruments are fair value financial assets that are marked to fair value and are accounted for under as Level 3 under the above hierarchy. The Company accounts for lease payables at amortized cost and has elected NOT to account for them under the fair value hierarchy.
(h) Related parties
We adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions for the nine-month periods ended March 31, 2026 and 2025.
(i) Cash
Cash consists of bank deposits, the Company’s demand deposits placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. Deposits are held at highly liquid and well capitalized financial institutions. Risk of loss is not expected by management.
(j) Intangible assets, net
The Company’s intangible assets are stated at cost less accumulated amortization and impairment, if any, and amortized on a straight-line basis over the estimated useful lives of the assets.
| Category | Estimated useful lives |
|---|---|
| Software | 3 years |
| Patents | 6 years |
Software represents purchased software and is amortized straight-line over the Company’s estimates to generate economic benefits from such software, generally three years.
Patents represent the estimated fair value assigned to finite-lived intangible assets acquired in a transaction that is accounted for as an acquisition of assets rather than a business combination are initially recognized in accordance with other application GAAP. Any consideration transferred in excess of the fair value of the assets acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computed using the straight-line method over the estimated useful lives of the respective finite-lived intangible assets, generallysix years. Intangible assets are reviewed for impairment at least annually or more frequently if indicators of potential impairment exist. The Company reviews finite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. If the carrying value of an finite-lived intangible asset exceeds its fair value, then it is written down to its adjusted fair value. The Company had previously recognized an impairment loss on certain intangible assets in prior years. The remaining intangible assets were assessed for impairment as of the balance sheet date, and management concluded that no further impairment was required.
(k) Equipment, net
Equipment, net are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows:
| Category | Estimated useful lives |
|---|---|
| Lab equipment | 3 to 5 years |
| Computer equipment | 3 to 5 years |
| Furniture and fixtures | 3 to 5 years |
| Leasehold improvements | 3 years |
Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the unaudited interim condensed consolidated statements of operations and comprehensive loss.
(l) Deferred Initial Public Offering (“IPO”) costs
The Company complies with the requirement of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Initial public offering expense directly attributable to offering of securities are deferred and would be charged against the gross proceeds of the offering, as a reduction in share capital. These deferred expenses mainly consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended IPO. As of June 30, 2024, the Company capitalized US$638,871 of deferred initial public offering costs. As of March 31, 2025, the Company had completed its Initial Public Offering, and the accumulated deferred IPO cost was Nil.
(m) Impairment of long-lived assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows.
(n) Commitments and contingencies
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
(o) Research and development expenses
Research and development expenses include costs directly attributable to the conduct of research and development programs, including licensing fees, cost of salaries, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including clinical trials, manufacturing costs and professional services. All costs associated with research and developments are expensed as incurred.
Hence, the Company incurred its research and development cost during the nine-month periods ended March 31, 2026 and 2025, which is in compliance under ASC 730-10-25.
(p) General and administrative expenses
General and administrative expenses mainly consist of staff cost, depreciation, office supplies and upkeep expenses, travelling and entertainment, legal and professional fees, property and related expenses, other miscellaneous administrative expenses.
(q) Operating leases
Prior to the adoption of ASC 842 on January 1, 2019:
Leases, mainly leases of factory buildings, offices and employee dormitories, where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. The Company had no finance leases for any of the periods stated herein.
Upon and hereafter the adoption of ASC 842 on January 1, 2019:
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s unaudited interim condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.
(r) Income Taxes
The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the nine-month periods ended March 31, 2026 and 2025. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.
Valuation of Deferred Tax Assets
A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company’s projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction. In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results in the period such determination was made.
(s) Loss per share
Loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
(t) Segment Reporting
FASB ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.
The Company’s CODM has been identified as the CEO, who reviews results when making decisions about allocating resources and assessing the performance of the Company. For the nine-month periods ended March 31, 2026 and 2025, the CODM reviewed the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole, and the Company has onlyone reportable segment.
(u) Recent accounting pronouncements
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Award. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company adopted this guidance effective July 1, 2025. The adoption of this ASU did not have a material impact on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These issues to remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company adopted this guidance effective July 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires more detailed income tax disclosures, primarily focused on the rate reconciliation table and cash taxes paid. This guidance is effective for the Company’s annual periods beginning after December 15, 2025 (effective July 1, 2026 for the Company). The Company is currently evaluating the impact of this guidance.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of operations and comprehensive loss and unaudited interim condensed consolidated statements of cash flows.
NOTE 4 – DISCONTINUED OPERATIONS AND DECONSOLIDATION
In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations.
Disposition of a Subsidiary:
On December 23, 2025, the Company entered into an agreement (the “Agreement”) with an unrelated third party, Wei Ha Hui (the “Buyer”), pursuant to which the Company agreed to sell 100% of the issued and outstanding shares of Advanced Biomed (HK) Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Hong Kong Subsidiary”), for an aggregate purchase price of US$23,000 based on a valuation report commissioned by the Company, subject to the terms and conditions set forth in the Agreement. All intellectual property owned by the Hong Kong subsidiary, including intellectual property owned by Shanghai Sglcell Biotech Co., Ltd., a wholly owned subsidiary of the Hong Kong subsidiary, was transferred to the Buyer at the closing of this transaction on December 31, 2025.
The subsidiary comprises our market development and clinical-related business operating segment. As a result of the planned disposition of the subsidiary, the market development and clinical-related business operating segment meets the held for sale criteria of ASC 205-20. Accordingly, the historical results of operations of the market development and clinical-related business operating segment has been reflected as discontinued operations in our consolidated financial statement for all periods prior to the Agreement on December 23, 2025.
As a result of the sale of the subsidiary completed during the period ended December 31, 2025, the Company deconsolidated the subsidiary as of December 31, 2025. Therefore, the Company reported no assets or liabilities of the subsidiary as of December 31, 2025 and recognized a net gain on deconsolidation of $7,346,684, which has been reflected as a component of other (expense) income on the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).
Summary Reconciliation of Discontinued Operations
The following tables present the balance sheets and the results of operations of the Company classified as discontinued operations for the periods presented:
ADVANCED BIOMED HK LIMITED AND ITS SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of March 31, 2026 | As of June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (Unaudited) | ||
| Assets | ||
| Current assets: | ||
| Cash | - | 36,738 |
| Prepaid expenses and other current assets, net | - | 1,191,414 |
| Total current assets | - | 1,228,152 |
| Equipment, net | - | 206,162 |
| Right-of-use assets, net | - | 23,709 |
| Other non-current assets | - | 80,422 |
| Total non-current assets | - | 310,293 |
| TOTAL ASSETS | - | 1,538,445 |
| Liabilities | ||
| Current liabilities: | ||
| Accounts payable, accruals, and other current liabilities | - | 977,721 |
| Amounts due to Advanced Biomed Inc and Advanced Biomed Inc (Taiwan) | - | 7,205,373 |
| Total current liabilities | - | 8,183,094 |
| Amount due to related parties – non-current | - | 69,797 |
| Total non-current liabilities | - | 69,797 |
| TOTAL LIABILITIES | - | 8,252,891 |
ADVANCED BIOMED HK LIMITED AND ITS SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the three-month periods ended March 31, | For the nine-month periods ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| US$ | US$ | US$ | US$ | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Operating expenses: | ||||
| Research and development expenses | - | (30,496) | (411) | (75,490) |
| General and administrative expenses | - | $(164,736) | (272,872) | $(657,856) |
| Total operating expenses | - | (195,232) | (273,283) | (733,346) |
| Other income (expense): | ||||
| Interest income | - | - | 456 | 116 |
| Other income (expense), net | - | 8,857 | 348 | (62,022) |
| Total other income (expense), net | - | 8,857 | 804 | (61,906) |
| Loss before tax expense | - | (186,375) | (272,479) | (795,252) |
| Income tax expense | - | - | - | - |
| Loss from discontinued operations | - | (186,375) | (272,479) | (795,252) |
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (unaudited) | ||
| Due from discontinued operations | 5,885,157 | |
| Prepaid taxes | 1,526 | - |
| Consumables | 8,835 | 8,516 |
| Other receivables | 96,585 | 5,437 |
| Deposits | 9,992 | 1,782 |
| Prepayment | 1,921,517 | 1,921,507 |
| Total prepaid expenses and other current assets | 7,923,612 | 1,937,242 |
| Less: allowance for credit losses | - | - |
| Total prepaid expenses and other current assets | 7,923,612 | 1,937,242 |
6. EQUIPMENT, NET
Equipment, net, consists of the following:
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (unaudited) | ||
| Lab equipment | 1,034,392 | 1,121,713 |
| Computer equipment | 7,775 | 5,840 |
| Furniture and fixtures | 6,867 | 7,543 |
| Total equipment | 1,049,034 | 1,135,096 |
| Less: accumulated depreciation | (961,754) | (1,009,912) |
| Equipment, net | 87,280 | 125,184 |
Depreciation expenses were approximately US$9,326 and US$22,507 for the three-month periods ended March 31, 2026 and 2025, respectively. Depreciation expenses were approximately US$44,461 and US$67,965 for the nine-month periods ended March 31, 2026 and 2025, respectively. Equipment related to discontinued operations has been excluded from the table above for all periods presented.
7. ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES AND AMOUNT DUE TO RELATED PARTIES – NON-CURRENT
Account Payable, accrued expenses and other liabilities consists of the following:
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (unaudited) | ||
| Accounts payable | 377,264 | 358,243 |
| Payroll payable | 68,245 | 22,367 |
| Taxes Payable | 676 | 2,934 |
| Accrued Liabilities | 238,538 | 575,831 |
| Amount due to related parties – major stockholders * | 140,980 | 128,062 |
| Amount due to related parties – related corporations** | 571,373 | 761,083 |
| Other payable# | 10,000 | 27,076 |
| Total Accounts payable, accruals, and other current liabilities | 1,407,076 | 1,875,596 |
| Amount due to related parties – major stockholders, non-current*** | - | - |
| Amount due to related parties – related corporations, non-current**** | - | 69,975 |
| Total amount due to related parties – non-current | - | 69,975 |
| * | The amount due to the Company’s major stockholders as of March 31, 2026 and June 30, 2025 is non-trade, unsecured, interest-free and repayable on demand. |
|---|
| ** | The amount due to related corporations, which the Company’s major stockholders have controlling equity interest in, as of March 31, 2026 and June 30, 2025 is non-trade, unsecured, interest-free and repayable on demand. |
|---|
| *** | The amount due to the Company’s major stockholders as of March 31, 2026 and June 30, 2025 are non-trade, unsecured, interest-free and the remaining loan term is over one year. The Company believes the carrying value approximates fair value. |
|---|
| **** | The amount due to related corporations, which the Company’s major stockholders have controlling equity interest in, as of June 30, 2025 is non-trade, unsecured, interest-free and the remaining loan term are over one year. The Company believes the carrying value approximates fair value. |
|---|
| # | The amount consists of payables owed to third party creditors, which are unsecured, interest-free and repayable on demand, and other payables due to operational use. |
|---|
8. OTHER INCOME, NET
| For the three-month periods ended March 31, | For the nine-month periods ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| US$ | US$ | US$ | US$ | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Other income (expense), net | (7) | (8) | (95) | (43) |
| Foreign exchange gain (loss) | 31,013 | (629,984) | 210,227 | (702,201) |
| Other income (expense), net | 31,006 | (629,992) | 210,132 | (702,244) |
9. EQUITY
For the sake of undertaking a public offering of the Company’s common stock, the Company has performed a series of re-organizing transactions resulting in 20,000,000 of common stock and 20,000,000 of common stock outstanding as of December 31, 2024 and June 30, 2024 giving the retroactive effects to the 4 for 1 share split effected on May 16, 2023 and 5 for 1 reverse share split effected on October 15, 2024. The Company has accounted for these shares had they been issued and outstanding at the beginning of the first period presented. The Company only has one single class of common stock that is accounted for as permanent equity.
On May 16, 2023, the Company effected a forward share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4. As a result of the forward split, the Company now have 100,000,000 common stock issued and outstanding as of the date hereof. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260. All references made to share or per share amounts in the accompanying unaudited interim condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the 4 for 1 share split. The shares of common stock retain a par value of $0.001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common stock”.
On October 15, 2024, the Company effected the reverse share split of all issued and outstanding shares of 100,000,000 shares at a ratio of 5:1. As a result of the reverse share split, the Company now have 20,000,000 common stock issued and outstanding as of the date hereof. Unless indicated or the context otherwise requires, all number of common stock in this report has been retrospectively adjusted for the reverse share split, as if such reverse share split occurred on the first day of the years presented.
On March 7, 2025, the Company completed its initial public offering. In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$6,560 thousand before deducting any underwriting discounts or expenses. The Shares began trading on the Nasdaq Capital Market on March 6, 2025 under the ticker symbol “ADVB.”
Effective February 20, 2026, the Company implemented a 1-for-20 reverse share split of its issued and outstanding common stock. All share and per share amounts in this report have been retroactively adjusted to reflect the effect of this reverse split.
During the three months ended March 31, 2026, the Company issued 200,000 shares of common stock for gross proceeds of $248,000 through a private placement, and issued 82,536 shares of common stock with an aggregate fair value of $500,000 as a commitment fee pursuant to the Equity Line of Credit (“ELOC”) agreement previously disclosed in the Company’s Current Report on Form 8-K. The Company issued 17,597 shares due to a round-up adjustment for fractional shares. For these transactions, an aggregate of $300 was recorded as common stock at a par value of $0.001 per share, and the remaining $247,700 was recorded as additional paid-in capital. As of March 31, 2026 and June 30, 2025, there were 1,382,133 and 1,082,000 shares of common stock issued and outstanding, respectively.
10. INCOME TAXES
The Company is not an operating company but a holding company incorporated in the State of Nevada and is considered U.S. tax resident under U.S. tax laws; accordingly, it is subject to U.S. tax laws at a statutory tax rate of 21%. The Company is subject to the State of Nevada tax laws at a tax rate of 0%.
The Company’s net deferred income tax assets as of March 31, 2026 and June 30, 2025 consist of net operating loss carry forwards. The net operating loss carry forwards for U.S. federal tax and Taiwan tax purposes are available for carry forward indefinitely for use in offsetting taxable income. The U.S. federal net operating loss carry forward offset is limited to up to 80% of the taxable income.
For continuing operations, as of March 31, 2026 and June 30, 2025, the Company had total net operating loss carry forwards of approximately $8,930,245 and $8,176,780, respectively, which consists of Taiwan net operating losses of $5,982,870 and $5,824,336, respectively and US net operating loss carry forwards of $2,947,375 and $2,352,444, respectively.
For discontinued operations, as of March 31, 2026 and June 30, 2025, the Company had total net operating loss carry forwards of approximately $5,291,510 and $4,990,936, respectively, which consists of China net operating loss carry forwards of $5,140,404 and $4,896,250, respectively and Hong Kong net operating loss carry forwards of $151,106 and $94,686, respectively.
Taiwan
The Company’s operating subsidiary, Advanced Biomed Inc. (Taiwan) is considered Taiwan tax resident enterprises under Taiwan tax laws; accordingly, it is subject to enterprise income tax on its taxable income as determined under Taiwan tax laws at a statutory tax rate of 20%.
China
The Company’s operating subsidiary, Shanghai Sglcell Biotech Co., Ltd., which was disposed on December 31, 2025, is considered PRC resident enterprises under Enterprise Income Tax Law of the PRC; accordingly, it is subject to enterprise income tax on their taxable income as determined under Enterprise Income Tax Law of the PRC at a statutory tax rate of 25%.
Hong Kong
Under the current Hong Kong Inland Revenue Ordinance, a two-tier corporate income tax system was implemented in Hong Kong, which is 8.25% for the first HK$2.0 million taxable income, and 16.5% for the subsequent taxable income generated from operations in Hong Kong. The Company’s subsidiary, Advanced Biomed HK Limited, which was disposed on December 31, 2025, is considered Hong Kong tax resident under Hong Kong Tax Law; accordingly, it is subject to corporate income tax on its taxable income at 8.25% withnil andnil for the nine-month periods ended March 31, 2026 and 2025.
The income tax provision consists of the following component:
| For the three-month periods ended March 31, | For the nine-month periods ended March 31, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| US$ | US$ | US$ | US$ | ||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||
| Income tax expense | - | - | - | - | |||
|---|---|---|---|---|---|---|---|
The following table reconciles the operating profit to the Company’s effective tax rate:
| For the nine-month periods ended March 31, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (unaudited) · (unaudited) | ||||
| Loss before tax | 6,254,557 | 1,762,106 | ||
| Statutory income tax rate | 21% | 21% | ||
| Income tax expense calculated at the statutory tax rate | 1,313,457 | 370,042 | ||
| Non-taxable gain on disposal of subsidiary | (1,537,974) | (167,003) | ||
| Effect of tax losses carry forwards | 224,517 | 217,688 | ||
| Effect of subsidiaries foreign income | - | (420,727) | ||
| Income tax expense | - | - | ||
| Effective tax rate | - | % | - | % |
The components of deferred tax assets are as follows:
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (unaudited) | ||
| Net operating losses carry forward | 1,770,800 | 1,658,880 |
| Valuation allowance | (1,770,800) | (1,658,880) |
| Deferred tax assets, net | - | - |
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences.
A reconciliation of the differences between the federal income tax rate and the effective tax rate is as follows:
State of Nevada
| For the nine-month periods ended March 31, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (unaudited) · (unaudited) | ||||
| Tax at federal statutory rate | 21% | 21% | ||
| Changes in valuation allowances | (21)% | (21)% | ||
| Provision for taxes | - | % | - | % |
Taiwan
| For the nine-month periods ended March 31, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (unaudited) · (unaudited) | ||||
| Tax at federal statutory rate | 21% | 21% | ||
| Different foreign subsidiary tax rate impact | (1)% | (1)% | ||
| Changes in valuation allowances | (20)% | (20)% | ||
| Provision for taxes | - | % | - | % |
China
| For the nine-month periods ended March 31, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (unaudited) · (unaudited) | ||||
| Tax at federal statutory rate | 21% | 21% | ||
| Different foreign subsidiary tax rate impact | 4% | 4% | ||
| Changes in valuation allowances | (25)% | (25)% | ||
| Provision for taxes | - | % | - | % |
Hong Kong
| For the nine-month periods ended March 31, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (unaudited) · (unaudited) | ||||
| Tax at federal statutory rate | 21% | 21% | ||
| Different foreign subsidiary tax rate impact | (12.75)% | (12.75)% | ||
| Changes in valuation allowances | (8.25)% | (8.25)% | ||
| Provision for taxes | - | % | - | % |
11. STOCK OPTION
Effective from March 30, 2023, the Stock Incentive Plan (the “2023 Plan”) was approved by the Company’s Board of Directors. Under the 2023 Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 15 million shares of the Company’s 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 the date of this report, the Company has grantedno stock options to purchase any shares of the common stock under the 2023 Plan.
12. RELATED PARTY TRANSACTIONS
These related parties of the Company with whom transactions are reported in these financial statements are as follows:
| Name of Related Party | Relationship to Us |
|---|---|
| Xiaomin Chen | On May 1, 2026, the Company appointed Xiaomin Chen as the Chief Executive Officer and Chairman of the Board. Prior to this appointment, Mr. Chen was the sole shareholder of Acellent Technologies (Hong Kong) Co. Limited, which the Company acquired on April 27, 2026. |
| Yi Lu, Ph.D. | Stockholder of the Company |
| Hung To Pau, Ph.D. | Stockholder of the Company |
| Steven I-Fang Cheng, Ph.D. | Director and Chief Technology Officer of the Company (Resigned on March 25, 2026) |
| Chen-Yi Lee | Chen-Yi Lee is the sole director and the controlling person of Advance On Ventures Limited, which owns 10.09% equity interest in the Company and has sole voting and dispositive power over shares beneficially owned by Advance On Ventures Limited. Chen-Yi Lee is also the Stockholder of the Company |
| Advance On Ventures Limited | Stockholder of the Company |
| Well Fancy Development Ltd | Hung To Pau is the director and stockholder of the entity |
| Shanghai Junfu Electronic Technology Co., Ltd. | Hung To Pau is the legal person and stockholder of the entity |
In the ordinary course of business, during the nine-month periods ended March 31, 2026 and 2025, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties. The following table provides the transactions with these parties for the periods as presented (for the portion of such period that they were considered related):
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (unaudited) | ||
| Amount due to related parties – major stockholders | ||
| Current: | ||
| Name of related party | ||
| Yi Lu, Ph.D. (1) | 111,645 | 122,626 |
| Chen-Yi Lee (2) | 29,335 | 5,436 |
| 140,980 | 128,062 | |
| Amount due to related parties – related corporations | ||
| Current: | ||
| Name of related party | ||
| Well Fancy Development Ltd (3) | 571,373 | 761,083 |
| Non-Current: | ||
| Name of related party | ||
| Well Fancy Development Ltd (3) | - | 69,975 |
| 1. | Advanced Biomed Inc. (Taiwan) entered into an unsecured, interest-free loan to Yi Lu amounting to NTD 3,578,212 (approximately US$114,065) for general working capital in January 2023. As of March 31, 2026, the loan balance due to Yi Lu amounted to US$111,645. |
| 2. | Payments of expenses on behalf of Advanced Biomed Inc. (Taiwan). |
| 3. | Advanced Biomed Inc.(Taiwan) entered into eight unsecured, interest-free loans to Well Fancy Development Ltd amounting to NTD 5,740,600 (approximately US$196,731), NTD 1,911,944 (approximately US$65,522), NTD 1,906,840 (approximately US$65,347), NTD 3,121,500 (approximately US$106,974), NTD 1,798,060 (approximately US$61,620), NTD 1,291,552 (approximately US$44,262), NTD 455,992 (approximately US$15,627) and NTD 4,364,297 (approximately US$139,123) for general working capital in July 2024, October 2024, November 2024, December 2024, January 2025, February 2025, March 2025 and November 2025. And Advanced Biomed Inc. entered into three unsecured, interest-free loan to Well Fancy Development Ltd amounting to US$119,975, US$205,000 and US$220,000 for general working capital in November 2024, March 2025 and September 2025. In March 2025, Advanced Biomed Inc. paid US$50,000 to Well Fancy Development Ltd for repayment, and Advanced Biomed Inc.(HK) paid US$550,000 to Well Fancy Development Ltd for repayment Advanced Biomed Inc.’s and Advanced Biomed Inc.(Taiwan)’s debt. As of March 31, 2026, the loan balance due to Well Fancy Development Ltd totally amounted to US$571,373 for general working capital. |
13. SEGMENT INFORMATION
The Company operates and manages its business as a single reportable segment, which is consistent with how the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, makes operating decisions and allocates resources. The CODM assesses performance and results of operations at the Company level. The Company’s operations are centralized and integrated, with financial results reviewed and managed on a consolidated basis. Accordingly, management has determined that the Company hasone reportable segment under ASC Topic 280, Segment Reporting.
Measure of Segment Profit or Loss
The CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the consolidated net income from the statement of operations, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. The following table presents the significant expense categories in the Company’s single operating segment:
| For the three-month periods ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| US$ | US$ | |
| (unaudited) | (unaudited) | |
| Research and development expenses | (243,226) | (219,966) |
| General and administrative expenses | (276,610) | (347,541) |
| Other income (expense), net | 30,894 | (629,992) |
| Net Income (loss) from continuing operations | (488,942) | (1,197,499) |
| For the nine-month periods ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| US$ | US$ | |
| (unaudited) | (unaudited) | |
| Research and development expenses | (665,140) | (600,056) |
| General and administrative expenses | (646,213) | (475,093) |
| Other income (expense), net | 7,565,910 | (686,957) |
| Net Income (loss) from continuing operations | 6,254,557 | (1,762,106) |
14. CONCENTRATIONS AND RISKS
Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk.
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 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.
Impact of Inflation
Inflation in Taiwan and PRC has not materially affected the Company’s profitability and operating results. However, the Company can provide no assurance that we will be unaffected by higher inflation rates in Taiwan and PRC or globally in the future.
15. COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of March 31, 2026 and up through May 15, 2026, the issuance date of these unaudited interim condensed consolidated financial statements.
Lease commitment
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.
The right-of-use assets relate to leases of office premises and a dormitory for employees in the PRC and the laboratory in Taiwan.
The recognized operating lease ROU assets and lease liabilities as follows:
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (unaudited) | ||
| Operating lease ROU asset | 30,551 | 41,690 |
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| US$ | US$ | |
| (unaudited) | ||
| Operating lease liabilities | ||
| Current portion | 18,608 | 35,811 |
| Non-current portion | 10,903 | 5,879 |
| Total | 29,511 | 41,690 |
As of March 31, 2026, future minimum lease payments under the non-cancellable operating leases are as follows:
| Future payment for the years ending June 30, | US$ |
|---|---|
| Remainder of 2026 | 8,300 |
| 2027 | 13,666 |
| 2028 | 8,320 |
| 2029 | - |
| 2030 | - |
| Thereafter | - |
| Total future lease payment | 30,286 |
| Less: imputed interest | (775) |
| Present value of operating lease liabilities | 29,511 |
| Operating lease liabilities, current portion | 18,608 |
| Operating lease liabilities, non-current portion | 10,903 |
The following summarizes other supplemental information about the Company’s operating lease as of March 31, 2026 and June 30, 2025:
| March 31, 2026 | June 30, 2025 | |
|---|---|---|
| Weighted average discount rate | 3.37% | 3.40% |
| Weighted average remaining lease term (years) | 1.64 | 1.15 |
16. SUBSEQUENT EVENTS
The Company has assessed all events from March 31, 2026 through May 15, 2026 (which is the date that these unaudited interim condensed consolidated financial statements are available to be issued), and determined that there are no material subsequent events that require disclosure in these unaudited interim condensed consolidated financial statements other than as described below:
On April 2, 2026, the Company entered into a Share Purchase Agreement to acquire 100% of the equity interest in Acellent Technologies (Hong Kong) Co. Limited. As further disclosed in the Company’s Current Report on Form 8-K filed on May 1, 2026, the acquisition was consummated on April 27, 2026. The Company issued an aggregate of 270,000 shares of its common stock as total consideration in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. Following the issuance, Acellent HK became a wholly-owned subsidiary, marking the Company's strategic pivot toward AI-powered financial audit solutions. In connection with the closing, Xiaomin Chen, the former sole shareholder of Acellent HK, was appointed as the Company’s Chief Executive Officer and Chairman of the Board.
On April 13, 2026, the Company entered into an unsecured short-term loan agreement with Jie Wang, an individual, pursuant to which the Company borrowed a principal amount of $600,000. The loan bears interest at a rate of 10% per annum and has a maturity term of six months, with an option to renew the term upon mutual agreement of both parties.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.