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Advanced Biomed Inc.

For the period ended Jun 30, 2026. Filed Oct 13, 2026.

View on SEC.gov

About this filing

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.

FY2026 · Filed Oct 13, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2025-06-30; filed 2025-10-08.

0001213900-25-097465

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2026-06-30; filed 2026-10-13.

0001213900-26-109029

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 120 previous paragraphs and 115 current paragraphs.

20 unchanged; 10 reworded; 85 added; 90 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 16 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (85)

Current report

We are a holding company incorporated in the State of Nevada. During the fiscal year ended June 30, 2026, the Company initiated a strategic corporate restructuring designed to transition its business focus from historical biotechnology activities to the artificial intelligence (“AI”) and financial algorithmic software sectors. Concurrently, following a reconfiguration of our Board of Directors and executive leadership, including the appointment of Mr. Xiaomin Chen as our Chief Executive Officer and Chairman of the Board, the Company executed a series of definitive agreements to orderly divest its medical and biotechnology operations. This structured repositioning allows the Company to realign its management expertise and capital resources toward scalability within the evolving AI technology markets.

Current report

Historically, we operated through our subsidiaries, Advanced Biomed Inc. (Taiwan) and Advanced Biomed HK Limited (along with its Shanghai subsidiary, Shanghai Sglcell Biotech Co., Ltd.), which were dedicated to the research, design, and regulatory development of our microfluidic technology platform and cancer screening devices. In connection with our updated strategic directive to mitigate capital-intensive clinical development risks, the Company systematically phased out its biotechnology segment through the following transactions:

Current report

As a result of these divestitures, the Company has concluded all biological research and medical development in biotechnology sections have been phased out. Accordingly, the historical results of operations, assets, and liabilities associated with the biotechnology segment have been reclassified as discontinued operations for all periods presented in our consolidated financial statements in accordance with US GAAP.

Current report

To establish a sustainable and near-term revenue-generating platform, the Company executed a definitive agreement in April 2026 to acquire Acellent Technologies (Hong Kong) Co. Limited (“Acellent”), a specialized entity focusing on artificial intelligence large-language models (“LLMs”) and financial algorithmic software-related applications. Following the closing of this acquisition, the Company integrated these technologies as its primary operating core services.

Current report

Our current business efforts are directed toward the development, integration, and commercialization of data-driven financial modeling solutions, predictive analytics, and enterprise-level AI software-as-a-service (SaaS) applications designed for global financial institutions.

Current report

The Company is currently in the integration and initial monetization phase of Acellent’s AI applications. Due to the significant, non-recurring corporate expenses incurred from our structural transitions, legal and professional fees associated with our corporate restructuring, and the compliance costs related to our 1-for-20 reverse stock split in February 2026, our historical financial data may not be fully indicative of our future operating results or financial trajectory.

Current report

To enhance period-over-period comparability, the historical financial performance of our divested biotechnology operations has been segregated and presented as discontinued operations. Consequently, the subsequent discussion and analysis focuses primarily on our continuing operations, which for the fiscal year ended June 30, 2026, predominantly reflects our corporate restructuring activities, equity transitions, and the results for the period from April through June 2026 of our newly acquired AI technology business. Management believes this presentation provides the most meaningful, adjusted basis for evaluating our baseline corporate financial performance as we transition into this new sector, although these partial-period results are not representative of a full year of AI operations.

Current report

Management anticipates that our future research and development (R&D) expenses and selling, general, and administrative (SG&A) expenses will predictably shift from biomedical laboratory upkeep to cloud computing infrastructure, proprietary AI data acquisition, and technical engineering compensation. The Company continues to actively monitor and manage its working capital requirements to sufficiently support its AI commercialization roadmap over the next 12 months.

Current report

Following the systematic divestitures of our historical biomedical subsidiaries, including Advanced Biomed HK Limited in December 2025 and Advanced Biomed Inc. (Taiwan) on June 30, 2026, the historical operating financial performance of our biotechnology segment has been reclassified as discontinued operations. Concurrently, following the closing of our strategic acquisition of Acellent in April 2026, the Company transitioned its primary operational resources toward the artificial intelligence and financial algorithmic software-related applications sectors.

Current report

Accordingly, for the fiscal years ended June 30, 2026 and 2025, the subsequent discussion and analysis focus exclusively on the operating results of our continuing corporate activities and the initial partial-period integration of our newly established AI business segment, providing a more meaningful basis for period-over-period comparisons.

Current report

Revenue was $127,637 for the fiscal year ended June 30, 2026, compared to $0 for the fiscal year ended June 30, 2025. Following our strategic transition into artificial intelligence and financial algorithmic software-related applications sectors, the Company successfully commenced commercial operations and unlocked its initial revenue pipeline during the current year.

Current report

This period’s revenue was derived from agency services. This initial engagement serves as a critical proof-of-concept for our post-acquisition infrastructure, demonstrating the immediate revenue-generating capabilities of our newly acquired assets. Prior to this business pivot, the Company generated no revenue from continuing operations due to the reclassification of its historical biotechnology segment as discontinued operations.

Current report

Stock-based compensation expense was $1,734,009 for the year ended June 30, 2026, compared with none for the year ended June 30, 2025. The expense related to common stock issued as a stock-based payment to seller for accepting as CEO and director of the Company in connection with the Acellent acquisition transaction. This was a noncash expense and contributed to the increase in total operating expenses and operating loss in fiscal 2026. See Note 8 to the consolidated financial statements for further information.

Current report

Our general and administrative (“G&A”) expenses increased by $3,540,700, or approximately 326%, to $4,627,170 for the year ended June 30, 2026, from $1,086,470 for the year ended June 30, 2025. The increase was primarily attributable to a $2,918,909 provision for expected credit losses and a $500,000 noncash commitment fee, partially offset by decrease in professional fees.

Current report

General and administrative expenses increased by $3,540,700, or approximately 326%, to $4,627,170 for the year ended June 30, 2026, from $1,086,470 in the prior year. The increase was primarily attributable to a $2,918,909 provision for expected credit losses on receivables and a $500,000 noncash commitment fee paid in common stock. Staff costs and benefits increased by $224,795 to $306,538, reflecting, in part, the inclusion of Acellent’s expenses in the current year after acquisition as well as bonus was paid to management team. Board compensation was $42,000, and listing and regulatory fees were $92,500, compared with none in the prior year. These increases were partially offset by a $242,801 decrease in professional fees, from $1,003,489 to $760,688.

Current report

Total other expenses, net was $28,939 for the year ended June 30, 2026, compared with $0 for the year ended June 30, 2025. The current-year amount consisted primarily of $7,014 of interest expense and $21,925 of other expense, net.

Current report

Loss from continuing operations was $6,261,276 for the year ended June 30, 2026, compared with a loss of $1,086,470 for the year ended June 30, 2025, an increase of $5,174,806. The increase was primarily attributable to $4,627,170 of general and administrative expenses and $1,734,009 of stock-based compensation and partially offset by $127,637 of revenue from continuing operations. The Company recognized an income tax benefit of $1,205 in fiscal 2026, compared with no income tax expense or benefit in fiscal 2025.

Current report

Net income from discontinued operations, net of tax, was $12,938,353 for the year ended June 30, 2026, compared with net loss of $2,172,499 for the year ended June 30, 2025. Results improved by $15,110,852, from a net loss to net income.

Current report

Research and development expenses of the discontinued operations decreased to $869,823 from $909,771, while their general and administrative expenses decreased to $443,126 from $1,024,795. The improvement was primarily attributable to the $14,015,417 gain on disposal of subsidiaries. The discontinued operations comprise the historical biotechnology businesses disposed of during fiscal 2026. See Note 5 to the consolidated financial statements for more details.

Current report

Net income was $6,677,077 for the year ended June 30, 2026, compared with a net loss of $3,258,969 for the year ended June 30, 2025, an improvement of $9,936,046. The improvement was primarily attributable to the $14,015,417 gain on disposal of subsidiaries recognized in fiscal 2026. This gain was partially offset by higher operating expenses from continuing operations.

Current report

Our principal liquidity requirements relate to personnel, technology infrastructure, software development, professional services and other costs of our continuing operations. Following the dispositions of our historical biotechnology businesses during fiscal 2026, we no longer fund those businesses’ laboratory operations and clinical development activities.

Current report

As of June 30, 2026, we had cash of $385,535, current assets of $13,749,512 and current liabilities of $1,473,989. Net cash used in operating activities from continuing operations was $961,341 for the year. Current assets included $12,959,826 net due from former subsidiaries and a $402,151 net receivable from the buyer of our former Taiwan subsidiary. The $490,000 sale consideration remained receivable at year end and had not been received in cash. The timing and amount of collections on these receivables are significant to our liquidity.

Current report

Management intends to fund operations through available cash, cash generated from operations and, if necessary, additional financing from investors and financial institutions. Based on its current operating plans and expected cash requirements, management believes the Company has sufficient resources to meet its obligations for at least twelve months from the date the consolidated financial statements are issued. This assessment depends in part on expected collections and operating cash flows, which may differ from current expectations. Additional financing may not be available on acceptable terms, or at all.

Current report

The following table and discussion summarize our primary cash flow movements for the fiscal years ended June 30, 2026 and 2025:

Current report

Net cash used in operating activities from continuing operations was $961,341 for the year ended June 30, 2026, compared with $2,308,369 for the year ended June 30, 2025, a decrease in cash used of $1,347,028.

Current report

Loss from continuing operations of $6,261,276 in fiscal 2026 and the reconciliation to operating cash flows reflected $1,734,009 of stock-based compensation, provision for expected credit losses on receivables of $2,918,909, a $500,000 noncash commitment fee, changes in prepaid expenses and other current assets of $579,866, and a $431,644 decrease in accounts payable, accruals and other current liabilities.

Current report

Net cash used in operating activities from discontinued operations was $985,602 in fiscal 2026, compared with $3,516,686 in fiscal 2025, a decrease in cash used of $2,531,084.

Current report

Net cash used in investing activities from continuing operations was $2,581,850 in fiscal 2026, compared with nil in fiscal 2025 arising from net cash outflow for disposal of subsidiaries.

Current report

Net cash provided by investing activities from discontinued operations was $75,763 for the year ended June 30, 2026, compared with net cash used of $31,650 for the year ended June 30, 2025.

Current report

Net cash provided by financing activities was $1,967,972 for the year ended June 30, 2026, comprising $1,326,215 from continuing operations and $641,757 from discontinued operations. Cash provided by financing activities from continuing operations included $248,000 of proceeds from the issuance of common stock and $1,078,215 of proceeds from related parties.

Showing the first 40 of 85 passages. Open the source sections for the rest.

Removed paragraphs (90)

Previous report

We are a holding company incorporated in the State of Nevada. We operate through Advanced Biomed Taiwan and Advanced Biomed HK. Advanced Biomed Taiwan is responsible for the main operation and the design and development of the company’s primary technologies and products. Since our establishment in 2014, we have been focusing on the integration of multiple interdisciplinary technologies and established our own microfluidic technology platform. Utilizing the physical and molecular biological characteristics of tumor cells, we have developed various advanced and original research through the joint application of semiconductor technology and biotechnology. This includes complex precision structures, dielectric detection, functional microfluidic biochips, microfluidic integrated semiconductor sensors, related application modules, and key components of medical testing equipment. We have also developed a series of medical testing equipment and related products by integrating various functions of microfluidic modules, automation software, and hardware. Our technologies and products can be used for early screening and detection, diagnosis and staging, and treatment of cancer through the detection of circulating tumor cells and related tumor markers in blood samples, capture of single circulating tumor cells, and single-cell sorting and determination. These products provide assistance in treatment selection and patient prognosis intervention once the required licenses and approvals have been obtained. Advanced Biotech HK is our first localized operation company, mainly responsible for market operation and management in China, localized production, product registration, and future local market sales of our products in accordance with relevant local regulations in China. Our Shanghai subsidiary owns some of our R&D equipment and patents and will be responsible for operations related to clinical trials in Mainland China through CROs. In the future, we plan to also establish operation centers in countries and regions in North America and Europe.

Previous report

Our devices, A+Pre, AC-1000, A+CellScan, and A+SCDrop, and three corresponding microfluidic biochips, A+Pre Chip and AC-1000 CTC Enrichment Chip and A+CellScan Chip, are designed to provide rapid and affordable assay products and services to cancer patients. Among them, A+Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separation and enrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A+CellScan is mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A+SCDrop preserves the original viability of single cells.

Previous report

A+PerfusC™ system, our latest development, is a compact, all in one perfusion-based 3D cell culture incubator engineered to replicate human physiological conditions to form 3D tumor spheroids/organoids in vitro. The system supports up to 12 days of continuous, hands-free culture, reducing the risk of human error and contamination. By maintaining uniform nutrient delivery and preventing waste accumulation, the platform promotes tumor spheroid and organoid formation, enhancing cell viability, growth, and drug response predictability.

Previous report

Additionally, we have finished the research and development stage for four matching immunostaining kits, A+CTCE, A+CTCM, A+EMT and A+CM, and submitted registration applications in China. The immunostaining kit use antibodies combined with fluorescent groups of different colors to bind to specific proteins on the cell surface or inside the cells. The presence and intensity of fluorescent signals can be observed through a separate fluorescent imaging system, and the expression of the target protein and the cell type can be judged and determined accordingly. Different cell types can be distinguished using multiplexed combined staining with different antibodies. The A+CTCE kit is mainly used to identify epithelial circulating tumor cells, the A+CTCM kit is used to identify mesenchymal circulating tumor cells, the A+EMT kit is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, and the A+CM kit is used to identify tumor-associated macrophages (cancer-associated macrophage-like cells).

Previous report

We also developed a product for early screening of lung cancer, the A+LCGuard Lung Cancer Early Screening Kit (“A+LCGuard”), which is used to assist in the determination of benign and malignant pulmonary nodules. From August 2020 to September 2022, we finalized the research, design, and development of A+LCGuard. A+LCGuard is Class III medical devices and is required to conduct clinical trials before completing the registration process. We plan to begin A+LCGuard’s clinical research in November 2025. Specifically, in June 2025, the Company and the CRO began collaborating on drafting the clinical research protocol and started preparing the necessary equipment, consumables, reagent kits, and other materials for the study. We expect that the clinical research protocol may pass ethical review and receive ethics committee approval by the end of October 2025. Thereafter, we plan to initiate the trial stage of the clinical research, with completion anticipated within six months of November 2025. We believe the results of the clinical research will inform the work plan for future large-scale clinical trials, minimizing waste from an excessively large sample size or insufficient statistical power due to a sample size that is too small. We recognize that the clinical research results may differ from expectations and may not support our expected progression to clinical trials. If so, we plan to promptly optimize the product, adjust participant group selection, and modify the final protocol for large-scale clinical trials. However, we cannot guarantee that any clinical research or trial will meet our anticipated outcomes. Furthermore, delays in obtaining ethical approval or recruiting participants could prevent the clinical research from being completed on schedule. Such delays could subsequently postpone the large-scale clinical trial and ultimately the product launch date.

Previous report

All of our products must go through three steps to receive the required clearance from the NMPA before they can be sold to customers. The three steps are research and development, registration application, and registration review, which must be done in that order. At the registration application stage, we have to assemble all the required application materials, complete clinical trials (if required by NMPA), and work with an NMPA accredited third-party organization to examine our products in accordance with NMPA rules. NMPA will review our application during the registration review period and may request additional information before officially approving or denying our applications. Currently, A+Pre and AC-1000 and their corresponding chips have been cleared by the NMPA; A+SCDrop, A+CellScan, A+CellScan Chip, and A+LCGuard are at the registration application stage; the four matching immunostaining kits are under registration review. As of the date of this Report, we have not applied for similar clearances from other jurisdictions.

Previous report

We participated in a scientific research project at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total of 123 case studies to test A+Pre, AC-1000 and A+LCGuard. In the study, we selected 123 individuals, and among them, 75 were surgical patients with nodular changes or shadows in the lungs reported by imaging studies and 48 healthy patients without lung nodules reported by imaging studies. 7ml blood samples were taken from test subjects either before the clinical operation (for cancer patients) or after the physical examination (for healthy individuals), and A+Pre, AC-1000, and A+LCGuard kits were used to determine whether there were circulating tumor cells and other tumor markers in the blood samples. Finally, the pathological and physical examination results of the tested individuals were compared with the test results of our products. Our test results achieved 96% sensitivity and 99.9% specificity, which provides the research and development basis for our products. Specifically, A+Pre and AC-1000 were at the research and development stage, and we completed their effectiveness and performance indicators testing through this project. At the same time, A+LCGuard finished its feasibility and functional verification testing. All three products were tested together throughout the entire project.

Previous report

All of our products must be approved by applicable regulatory authorities before being sold to customers. A+Pre and A+CellScan can work with third-party products to achieve their designed objectives. AC-1000 and A+SCDrop may be used together with other devices according to different application scenarios below. For the A+LCGuard early screening kit, it has to be used in combination with A+Pre and AC-1000. Our four staining kits, A+CTCE, A+CM, A+CTCM, and A+EMT, can be used independently or with third-party products. A+Pre, AC-1000, and A+CellScan require the use of our supporting microfluidic chips.

Previous report

Due to the different regulatory requirements for the marketing of medical device products and in-vitro diagnostics (“IVD”) products in various regions/countries, it is necessary to complete the registration application and obtain the corresponding license in accordance with the local regulations before engaging in commercial activities in the respective regions/countries (“localization registration”). Afterward, marketing and sales can be carried out. We follow the principle of modularization when design and develop all of our products and equipment so that products and equipment can be produced locally to meet different regulatory requirements. Based on the current development of the early tumor screening and preventive treatment industry and the characteristics of the products we are planning to register and apply in the future, we have adopted the operation model of centralized research and development and localized management. We have started the registration process with the NMPA in China for all of our products. Later on, the Company may establish subsidiaries in the United States and Europe to produce products and carry out product registration. To achieve that, our products must be cleared by the United States Food and Drug Administration and go through the conformity assessment process to obtain the Conformite Europeenne marking (“CE marking”) from competent authority in each European Union member state.

Previous report

We are looking for suitable locations in the states of California and Washington for our planned expansion to the North America market. We aim to complete site selection and personnel recruitment in the United States in January 2026 and start product registration, testing and production afterward. Our US subsidiary will be responsible for the production and registration of our equipment and related products in the US. Production, testing, and clinical trials in our US market will be conducted in accordance with US regulations, and clinical data from trials conducted in China will not be used to establish product standards. In addition, we plan to break into the European market in January 2026 and conduct localized management and operations in accordance with European regulations. In 2026, we plan to also start the localized registration of our IVD products in Europe. As of the date of this Report, we have not conducted any clinical trials for our products.

Previous report

However, as of the date of this Report, we have not commenced sales of our products nor have any revenue-generating products and do not expect sales of revenue-generating product candidates until we have completed clinical development, submitted regulatory filings, and received applicable regulatory approvals for candidate products. Due to differences in regulatory and clinical registration requirements, we may not be able to obtain device and product approvals or provide product service on time. We expect to be in a state of continuous loss for the next two to three years.

Previous report

For the years ended June 30, 2025 and 2024, the Company conducted its business through Advanced Biomed Taiwan and Shanghai Sglcell’s subsidiaries as research and development centers for technology research and product development.

Previous report

Since our inception, we do not have any products approved for sale, we have not generated any revenue from the sale of products, and we do not expect to generate revenue from the sale of our product candidates until we complete clinical development, submit regulatory filings and receive approvals from the applicable regulatory bodies for such product candidates, if ever. Our main activities through June 30, 2025 have been re-organizational and capital raising activities and the research and development of three automated devices A+Pre, AC-1000 and A+SCDrop.

Previous report

Our research and development expenses are primarily related to research and development of microfluidic biochip technology and its application in precision medicine in the field of oncology, including early cancer screening and detection, diagnosis and staging, treatment selection, and patient prognosis.

Previous report

For the years ended June 30, 2025 and 2024, we incurred research and development expenses of $910 thousand and $880 thousand, respectively. The research and development expenses slight increased by approximately $30 thousand or 3% for the year ended June 30, 2025 mainly due to increase in clinical development activities. We plan to begin the clinical research for A+LCGuard in November 2025, and we anticipate the clinical research will end in May 2026.

Previous report

For the years ended June 30, 2025 and 2024, our general and administrative expenses amounted to $2.1 million and $1.7 million, respectively. The increase in administrative expenses by approximately $0.4 million or 27% for the year ended June 30, 2025, is mainly attributable to the decrease in the staff costs, depreciation and amortization, and property and related expenses which offset by the increase in travelling and entertainment expenses, legal and professional fees, office supplies and upkeep expenses and miscellaneous expenses.

Previous report

For the years ended June 30, 2025 and 2024, our other expense, net amounted to $(0.3) million and $(0.3) million, respectively. There’s no significant change from the year ended June 30, 2024 to 2025.

Previous report

As a result of the foregoing, our net loss for the year ended June 30, 2025 was $3.3 million, compared to a loss from operations of $2.8 million for the year ended June 30, 2024.

Previous report

Our liquidity and working capital requirements are primarily related to our research and development and operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from stockholders’ advances to the company. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from the Initial Public Offering and other equity and debt financings as and when appropriate.

Previous report

The Company’s ability to continue as a going concern depends upon its ability to develop, register and obtain regulatory approval for commercial sell of its products to generate positive operating cash flows. For the financial year ended June 30, 2025 and 2024, the Company reported net loss of $3,258,969 and $2,782,278, respectively. As of June 30, 2025 and 2024, the Company’s working capital surplus was $3,143,443 and $318,650 respectively. In addition, the Company had net cash outflows of $5,825,055 and $2,126,340 from operating activities for the financial year ended June 30, 2025 and 2024, respectively. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.

Previous report

As circumstances warrant and to sustain its ability to support the Company’s operating activities, the Company may consider supplementing its available sources of funds through the following sources:

Previous report

Management has commenced strategies to raise debts from related parties and stockholders and equity. The Company certain related parties have waived off the amount due to them as of June 30, 2024 amounted to $2,820,624 in order to improve the Company’s working capital. The Company completed its initial public offering in 2025. In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$6.56 million before deducting any underwriting discounts or expenses.

Previous report

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.

Previous report

While we acknowledge that unforeseen circumstances or changes in market conditions could impact our liquidity, we remain committed to monitoring our financial health and will take necessary actions to secure additional financing if needed. In the event of unforeseen circumstances that disrupt the above-mentioned financial projection and strategies, the Company believes that our existing cash $2,903,915 as of June 30, 2025 will be sufficient to meet our research and development and operating expenditures for a minimum period of approximately twelve months from the date of this Report.

Previous report

However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements for the financial years ended June 30, 2025 and 2024 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.

Previous report

Our cash requirements consist primarily of day-to-day operating expenses, research and development expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease our R&D center and office. We expect to make future payments on existing leases from cash generated from operations.

Previous report

We had the following contractual obligations and lease commitments as of June 30, 2025:

Previous report

As of June 30, 2025 and 2024, the Company’s working capital surplus was $3,143,443 and $318,650, respectively. Management has commenced a strategy to raise debt and equity, including financial supports from the Company’s related party and stockholders as well as third parties, which will enable that we have sufficient working capital for our requirements for at least the next two months from the date of this Report, in the absence of unforeseen circumstances, taking into account the cash and financial resources presently available to us.

Previous report

The following table summarizes our cash flows for the fiscal years ended June 30, 2025 and 2024:

Previous report

During the years ended June 30, 2025 and 2024, the operating activities were primarily comprised the research and development activities, staff costs and administrative expenses.

Previous report

Our net cash used in operating activities primarily reflected our net loss, as adjusted for non-operating items, such as non-cash depreciation and amortization and effects of changes in working capital such as decrease in prepaid expenses and other current assets and increase or decrease in accounts payables, accruals and other current liabilities.

Previous report

For the year ended June 30, 2025, our net cash used in operating activities was approximately $5.8 million, which primarily reflected our net loss of approximately $3.3 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.3 million, positively offset by (ii) increase in prepaid expenses and other current assets of approximately $2.7 million.

Previous report

For the year ended June 30, 2024, our net cash used in operating activities was approximately $2.1 million, which primarily reflected our net loss of approximately $2.8 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.4 million positively offset by (ii) increase in accounts payable, accrual and other current liabilities of approximately $0.5 million and negatively impacted by increase in prepaid expenses and other current assets of approximately $0.3 million.

Previous report

Our cash flows used in investing activities primarily consisted of (i) the purchase of intangible assets; (ii) the purchase of equipment, furniture and fixtures and leasehold improvements; and (iii) acquisition of assets of the subsidiaries.

Previous report

For the year ended June 30, 2025, our net cash used in investing activities was approximately $0.03 million, primarily attributable to the purchase of equipment.

Previous report

For the year ended June 30, 2024, our net cash used in investing activities was approximately $0.08 million, primarily attributable to the purchase of equipment.

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Reworded paragraphs (10)

Previous wording

Comparison of Results of Operations for the Fiscal Years Ended June 30, 2025 and 202****4

Current wording

Comparison of Results of Operations for the Fiscal Years Ended June 30, 2026 and 2025

Previous wording

Our general and administrative expenses primarily consist of (i) staff cost; (ii) depreciation and amortization; (iii) office supplies and upkeep expenses; (iv) travelling and entertainment; (v) legal and professional fees; (vi) property and related expenses; and (vii) miscellaneous expenses. The following table sets forth the breakdown of our general and administrative expenses for the years ended June 30, 2025 and 2024:

Current wording

The following table presents a summary of our general and administrative expenses for the years ended June 30, 2026 and 2025:

Previous wording

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Current wording

As of June 30, 2026, we had no off-balance sheet arrangements that have had, or are reasonably likely to have, a material effect on our financial condition, results of operations, liquidity or capital resources.

Previous wording

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

Current wording

We are an “emerging growth company” under the federal securities laws and have elected to use the extended transition period for complying with new or revised accounting standards. Accordingly, our consolidated financial statements may not be comparable to those of companies that apply the effective dates applicable to non-emerging growth companies.

Previous wording

Other than as disclosed elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily indicative of future operating results or financial condition.

Current wording

Other than as disclosed elsewhere in this Report, the Company is not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on its liquidity, capital resources, or results of operations.

Previous wording

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.

Current wording

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments incorporate certain disclosure and presentation requirements previously contained in SEC regulations into the FASB Accounting Standards Codification. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC removes the related disclosure requirement from its rules. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.

Previous wording

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to income Tax Disclosures. The amendment in this update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has adopted ASU 2023-09 on July 1, 2024 and the adoption of the standard did not have a material impact to the overall financial presentation. See Note 10 for further information.

Current wording

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, which enhances income tax disclosures, primarily related to the rate reconciliation and income taxes paid. The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 during the fiscal year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

Previous wording

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These issues to remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company is currently evaluating the impact of adoption on the Company’s related disclosures.

Current wording

In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements. The amendments remove references to various FASB Concepts Statements from the Codification and make other conforming amendments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2024-02 during the fiscal year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

Previous wording

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.

Current wording

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 for entities with non-calendar year ends. The amendments require public business entities to provide additional disaggregated disclosures regarding certain categories of expenses included in relevant income statement expense captions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these amendments may have on its consolidated financial statements and related disclosures.

Previous wording

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

Current wording

Except as discussed above, the Company does not believe that other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements and related disclosures.