Advanced Biomed Inc.

Organization

Advanced Biomed Inc. (the “Company”) was incorporated in the State of Nevada on July 16, 2021. The Company is a holding company and conducts its operations through its subsidiaries. The Company’s common stock is listed on the Nasdaq Capital Market under the symbol “ADVB.”

Historically, the Company conducted biotechnology operations primarily through Advanced Biomed Inc. (Taiwan) and Advanced Biomed HK Limited and its subsidiary, Shanghai Sglcell Biotech Co., Ltd. These operations were principally engaged in the research and development of microfluidic technologies and cancer screening and related medical device applications.

Strategic Restructuring and Discontinued Operations

During the fiscal year ended June 30, 2026, the Company undertook a strategic restructuring to transition its business focus from its historical biotechnology operations to artificial intelligence and financial algorithmic software-related activities.

On December 23, 2025, the Company entered into a sale and purchase agreement to dispose of its 100% equity interest in Advanced Biomed HK Limited, including its subsidiary, Shanghai Sglcell Biotech Co., Ltd, to an independent third party for total cash consideration of $23,000. The transaction was completed on December 31, 2025. On June 30, 2026, the Company completed the disposition of its 100% of equity interest in Advanced Biomed Inc. (Taiwan) to an independent third party for aggregate cash consideration of $490,000. Following these dispositions, the Company ceased its historical biotechnology operations.

The Company determined that the dispositions represented a strategic shift that had a major effect on its operations and financial results. Accordingly, the historical results of operations and cash flows attributable to these operations have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements in accordance with ASC 205-20,Presentation of Financial Statements — Discontinued Operations.

Acquisition of Acellent

In April 2026, the Company acquired 100% of the equity interest in Acellent Technologies (Hong Kong) Co. Limited (“Acellent”), a Hong Kong technology company focused on artificial intelligence and financial algorithmic software-related applications, from an independent individual. Following the acquisition, Acellent became a wholly owned subsidiary of the Company.

In connection with the transaction, the Company issued 270,000 shares of common stock of the Company as the consideration.

Following the acquisition, the Company’s continuing operations are primarily focused on technology-related activities utilizing the developing software platform. During the year ended June 30, 2026, the Company commenced generating revenue from these continuing operations.

See Note 4 — Acquisition of Acellent for additional information.

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.

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.

The Company and list of its subsidiaries consolidated in current year and as of the report date were shown below:

The results of operations of the former biotechnology subsidiaries identified in (2) and (3) above have been presented as discontinued operations for all periods presented. See Note 5 — Discontinued Operations.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and settlement of liabilities in the ordinary course of business.

During the fiscal year ended June 30, 2026, the Company completed the disposition of its historical biotechnology operations and transitioned its operations toward artificial intelligence and financial algorithmic software-related activities. In April 2026, the Company acquired Acellent and commenced generating revenue from technology-related activities utilizing the software platform.

For the year ended June 30, 2026, although the Company reported net income of $6,677,077, this was primarily attributable to a gain of $14,015,417 generated from the disposal of Advanced Biomed HK Limited and its subsidiary and Advanced Biomed Inc. (Taiwan) during the year. In addition, the Company had net cash outflows of $1,946,943 from operating activities for the year ended June 30, 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.

The Company’s ability to meet its future liquidity requirements will depend on, among other factors, its ability to generate cash flows from its continuing operations and, if necessary, obtain additional financing. Management intends to fund the Company’s operations through available cash resources, cash flows generated from operations and, if necessary, additional equity or other financing arrangements.

Based on its current operating plans, available financial resources and expected cash requirements, management believes that the Company has sufficient liquidity to meet its obligations for at least twelve months from the date the consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Subsidiaries are consolidated from the date the Company obtains control and cease to be consolidated from the date the Company loses control. The results of operations of subsidiaries disposed of during the year presented are included in the consolidated financial statements through the respective dates on which control ceased, as applicable.

The Company reports a disposal of a component or group of components as discontinued operations when the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. The results of operations of a component classified as discontinued operations are presented separately from continuing operations in the consolidated statements of operations and comprehensive income (loss) for all periods presented. Cash flows attributable to discontinued operations are separately presented in the consolidated statements of cash flows.

During the year ended June 30, 2026, the Company completed the dispositions of Advanced Biomed HK Limited and its subsidiary, Shanghai Sglcell Biotech Co., Ltd., and Advanced Biomed Inc. (Taiwan), which comprised the Company’s historical biotechnology operations. The Company determined that these dispositions represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of these historical biotechnology operations have been presented as discontinued operations for all periods presented in accordance with ASC 205-20,Presentation of Financial Statements — Discontinued Operations.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates.

Significant estimates and assumptions reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for expected credit losses, stock-based compensation, interest rate of lease and gain on disposal of subsidiaries.

Cash consists of cash on hand and demand deposits with financial institutions that are unrestricted as to withdrawal and use.

The Company maintains its cash with financial institutions that management believes to be of high credit quality. The Company monitors the financial condition of these institutions and has not experienced any losses on such accounts.

The accompanying consolidated financial statements are presented in U.S. dollars (“US$”), which is the reporting currency of the Company. The functional currency of the Company is the U.S. dollar. The functional currency of Acellent, the Company’s Hong Kong subsidiary acquired in April 2026, is the Hong Kong dollar (“HKD”). Certain subsidiaries included in the consolidated financial statements prior to their dispositions during the year ended June 30, 2026 also used currencies other than the U.S. dollar as their functional currencies.

Assets and liabilities of subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the exchange rates in effect on the dates of the transactions or, when appropriate, at average exchange rates for the applicable reporting period. Translation adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in other comprehensive income (loss) and accumulated in accumulated other comprehensive income, a component of stockholders’ equity.

Transactions denominated in currencies other than an entity’s functional currency are initially recorded at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect at the balance sheet date, and resulting foreign currency transaction gains or losses are recognized in the consolidated statements of operations and comprehensive income (loss).

The following table sets forth the exchange rates used in preparing the accompanying consolidated financial statements:

The Company follows ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques. The three levels of the fair value hierarchy are as follows:

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The classification of a fair value measurement within the hierarchy is based on the lowest level input that is significant to the measurement.

The carrying amounts of the Company’s short-term financial assets and liabilities approximate their fair values because of the short-term nature of these instruments.

The Company identifies related parties and accounts for and discloses related-party transactions in accordance with ASC 850, Related Party Disclosures. Related parties generally include the Company’s directors and executive officers, principal stockholders, their immediate family members, and entities that are controlled by or under common control with such parties.

Transactions with related parties are recorded based on the terms of the underlying arrangements. Material related-party transactions and balances are disclosed in the accompanying consolidated financial statements.

The Company accounts for credit losses on financial assets measured at amortized cost in accordance with ASC 326,Financial Instruments — Credit Losses. The Company estimates expected credit losses based on relevant information available about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts.

The Company evaluates amount due from related parties and other applicable financial assets for expected credit losses on an individual or collective basis, as appropriate, considering factors such as historical payment experience, the financial condition and creditworthiness of the counterparties, the aging and nature of the outstanding balances, current economic conditions, and reasonable and supportable forecasts of future economic conditions.

An allowance for credit losses is recorded as a reduction of the carrying amount of the related financial asset, with the corresponding credit loss expense recognized in the consolidated statements of operations and comprehensive income (loss). Financial assets are written off against the allowance when they are deemed uncollectible. Recoveries of amounts previously written off are recognized when received.

The Company recognizes revenue in accordance with ASC 606,Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

The Company recognizes revenue in accordance with ASC 606,Revenue from Contracts with Customers. The five-step model defined by ASC 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts, and (5) recognize revenue when each performance obligation under those contracts is satisfied.

A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.

The Company enters into a distinct contract with its customers for the provision of agency service.

Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods or services. The transaction price is fixed. The agency fee was one-off, non-refundable right for the agent sourcing customers for the Company.

Revenue is recognized when the Company satisfies a performance obligation by transferring the promised service to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for that service.

The Company’s revenue from continuing operations is primarily derived from agency services provided through its subsidiary, Acellent. The Company identifies the services promised under each customer arrangement and recognizes the related agency fee when the applicable performance obligation has been satisfied in accordance with the terms of that arrangement (point in time).

Revenue from contracts with customers consisted of the following:

The Company measures stock-based compensation at the fair value of the equity instruments issued and recognizes the resulting expense over the period in which the related services are received under ASC 718. Stock-based compensation expense is included in operating expenses in the consolidated statements of operations and comprehensive income (loss).

The Company reviews its long-lived assets, including finite-lived intangible assets and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

When indicators of impairment exist, recoverability is assessed by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value. Fair value is determined using appropriate valuation techniques based on the facts and circumstances.

The Company is subject to commitments and contingencies arising in the ordinary course of business, including legal proceedings, claims, contractual commitments and other matters. The Company records an accrual for a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a loss is reasonably possible but not probable, or if a loss is probable but the amount cannot be reasonably estimated, the nature of the contingency and an estimate of the possible loss or range of loss, if estimable, are disclosed in the notes to the consolidated financial statements.

The Company evaluates its commitments and contingencies based on the facts and circumstances available at each reporting date and revises its estimates as additional information becomes available.

The Company accounts for income taxes in accordance with ASC 740,Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.

A valuation allowance is established against deferred tax assets when, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets at each reporting date and adjusts the valuation allowance, as necessary, based on changes in facts and circumstances.

The Company recognizes the effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax position will be sustained upon examination by the relevant taxing authority. A tax position that meets the recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

Basic earnings (loss) per share is computed by dividing income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share is computed by dividing income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effect of potentially dilutive securities, if any. Potential common shares are excluded from the computation of diluted earnings (loss) per share when their effect would be anti-dilutive.

Basic and diluted earnings (loss) per share from continuing operations and discontinued operations are presented separately in accordance with U.S. GAAP.

All share and per-share amounts presented in the accompanying consolidated financial statements have been retrospectively adjusted, as applicable, to reflect the reverse stock split described below.

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments arising from the translation of the financial statements of foreign subsidiaries whose functional currencies are other than the U.S. dollar.

Foreign currency translation adjustments are reported as a component of other comprehensive income (loss), and the cumulative amount is reported in accumulated other comprehensive income (loss), a component of stockholders’ equity.

The Company determines its operating segments in accordance with ASC 280, Segment Reporting, based on the manner in which the chief operating decision maker (“CODM”) manages the Company and evaluates operating performance. Operating segments are components of an enterprise for which separate financial information is available and is regularly evaluated by the CODM in deciding how to allocate resources and assess performance.

The Company hasone reportable segment for its continuing operations, consisting primarily of its technology and software-related operations. The Company’s historical biotechnology operations, which were disposed of during the year ended June 30, 2026, are presented as discontinued operations and are not included in the Company’s continuing reportable segment.

On February 20, 2026, the Company effected a 1-for-20 reverse stock split of its common stock. The reverse stock split reduced the number of issued and outstanding shares of common stock on a proportionate basis and did not change the par value per share of the Company’s common stock.

All share and per-share amounts presented in the accompanying consolidated financial statements and related notes have been retrospectively adjusted, as applicable, to reflect the reverse stock split for all periods presented.

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

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

In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Awards. The amendments provide illustrative guidance to assist entities in determining whether profits interest and similar awards should be accounted for as share-based payment arrangements under ASC Topic 718. The amendments are effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those annual periods. The Company adopted ASU 2024-01 during the year ended June 30, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

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

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

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which makes amendments to various Topics in the FASB Accounting Standards Codification to clarify guidance, correct unintended applications, and make other incremental improvements to U.S. GAAP. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-12 on its consolidated financial statements and related disclosures.

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

On April 2, 2026, the Company and an independent individual entered into a sale and purchase agreement that the Company agreed to acquire 100% of the equity interests in Acellent. In connection with the transaction, the Company issued 270,000 shares of common stock of the Company as a consideration of acquiring the 100% equity interest in Acellent and compensation to the seller to accept the position as director and CEO of the Company. As of the date of acquisition, the financial statements of Acellent only consisted of cash of $12,891 without other assets and there were no operations and no profit generation. As a result, the acquisition of Acellent was treated as acquisition of asset, i.e. the cash. The issue of common stock serves two purposes, (i) acquisition of entire equity interest of Acellent; and (ii) as compensation to current seller for accepting the position of CEO and director of the Company after the acquisition. The fair value of common stock of the Company amounting to US$1,746,900 as the date of acquisition was divided into two parts, $12,891 was treated as acquisition of Acellent with equivalent to fair value of only asset, i.e. cash, acquired in Acellent and the remaining part of $1,734,009 was treated as stock-based compensation to the director based on ASC 718. The stock-based compensation was charged to statements of operations fully for the year ended June 30, 2026 since based on the agreement with the seller, there were no vesting period, no options, no service conditions and were awarded the common stock of the Company to the seller directly upon transferred of shares on April 23, 2026.

The results of operations of Acellent have been included in the Company’s consolidated financial statements from the accounting acquisition date. For the year ended June 30, 2026, the Company’s revenue generated by Acellent was $127,637 and net loss incurred by Acellent which was consolidated was $13,406.

During the fiscal year ended June 30, 2026, the Company completed the dispositions of its historical biotechnology operations as part of its strategic restructuring and transition toward artificial intelligence and financial algorithmic software-related businesses. The Company determined that these dispositions represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of these historical biotechnology operations have been presented as discontinued operations for all periods presented in accordance with ASC 205-20,Presentation of Financial Statements — Discontinued Operations.

On December 23, 2025, the Company entered into a sale and purchase agreement with an independent individual, Wei Ha Hui, pursuant to which the Company agreed to sell 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 agreed cash purchase price of $23,000, 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.

On June 30, 2026, the Company entered into a sale and purchase agreement with an independent individual, Miaozhu Zhao, pursuant to which the Company agreed to sell 100% of the issued and outstanding shares of Advanced Biomed Inc. (Taiwan), a Taiwan company and a wholly owned subsidiary of the Company (the “Taiwan Subsidiary”), for an aggregate cash purchase price of $490,000 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 Taiwan subsidiary was transferred to the buyer at the closing of this transaction on June 30, 2026.

The subsidiary comprises our market development and clinical-related business operating segment. As a result of the planned disposition of the subsidiaries, the market development and clinical-related business operating segment meets the held for sale criteria of ASC 205-20. Accordingly, the historical results of operations of the market development and clinical-related business operating segment has been reflected as discontinued operations in our consolidated financial statement for all periods prior to the agreements on December 23, 2025 and June 30, 2026, respectively.

As a result, the Hong Kong Subsidiary completed during the period ended December 31, 2025, the Company deconsolidated the subsidiary as of December 31, 2025 while the Taiwan Subsidiary completed during the period ended June 30, 2026, the Company deconsolidated the subsidiary as of June 30, 2026. Therefore, the Company reported no assets or liabilities of the subsidiaries from the date of disposals and recognized a net gain on deconsolidation of $14,015,417, which has been reflected as a component of discounted operations, net of tax on the accompanying consolidated statements of operations and comprehensive income (loss).

Income from discontinued operations, net of tax, was $12,938,353 for the year ended June 30, 2026 and loss from discontinued operations, net of tax, was $2,172,499 for the year ended June 30, 2025.

The major classes of assets and liabilities of discontinued operation included in the consolidated balance sheets as of June 30, 2026 and 2025 were as follows:

As of June 30, 2025, the consolidated balance sheet of the Company separately presented $16,349,752 as due from discontinued operations. The liabilities of discontinued operations presented above included a corresponding $16,349,752 due to the Company. These balances arose from transactions between the parent company and the operations subsequently disposed of and are separate from amounts due to external related parties discussed in Note 11.

The major components of the results of discontinued operations included in the consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2026 and 2025 were as follows:

Prepaid expenses and other current assets consisted of the following:

Amounts due from former subsidiaries. Following the dispositions of its former subsidiaries, amounts previously recorded as intercompany receivables became receivables from the former subsidiaries. As of June 30, 2026, these receivables comprised $8,602,603 due from Advanced Biomed Inc. (Taiwan), $3,134,595 due from Advanced Biomed HK Limited and $3,295,045 due from Shanghai Sglcell Biotech Co., Ltd. After an allowance for expected credit losses of $2,072,417, the net amount due from former subsidiaries was $12,959,826.

Movement of allowance for expected credit losses was shown below:

Accounts payable, accruals and other current liabilities consisted of the following:

Common Stock

The Company is authorized to issue common stock with a par value of $0.001 per share. The Company has one class of common stock, which is classified as permanent equity.

On October 15, 2024, the Company effected a 1-for-5 reverse stock split. On February 20, 2026, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common stock. All share and per-share amounts presented in the accompanying consolidated financial statements and notes have been retrospectively adjusted to reflect the stock splits for all periods presented, as applicable.

Initial Public Offering

On March 7, 2025, the Company completed its initial public offering, pursuant to which the Company issued 1,640,000 shares of common stock at an offering price of $4.00 per share, before giving effect to the subsequent 1-for-20 reverse stock split. Those shares represent 82,000 shares after giving retroactive effect to the February 2026 reverse stock split. The Company received gross proceeds of $6.56 million before deducting underwriting discounts and offering expenses.

Private Placement

During the year ended June 30, 2026, the Company issued 200,000 shares of common stock in a private placement for aggregate proceeds of $248,000. The Company recorded $200 in common stock and $247,800 in additional paid-in capital in connection with the issuance.

Shares Issued for Commitment Fee

During the year ended June 30, 2026, the Company issued 82,536 shares of common stock, after giving retroactive effect to the February 2026 reverse stock split, as a commitment fee in connection with an equity line of credit arrangement. The shares had an aggregate value of $500,000, of which $83 was recorded in common stock and $499,917 in additional paid-in capital.

Fractional Share Adjustments

In connection with the February 2026 reverse stock split, the Company issued 17,597 shares as a result of fractional share adjustments. As presented in the accompanying consolidated statement of changes in stockholders’ equity, the issuance increased common stock by $17 and decreased additional paid-in capital by $17, with no effect on total stockholders’ equity.

Shares Issued for acquisition of Acellent and stock-based compensation

During the year ended June 30, 2026, the Company issued 270,000 shares of common stock as a consideration for acquiring the entire issued shares of Acellent to an independent individual and as compensation for the seller to accept as a position of director and CEO of the Company. As a result, the acquired merely cash of $12,891 with $270 as common stock and $12,621 as additional paid-in capital, respectively, was recognized as acquisition of subsidiary. While the remaining fair value of the issue common stock of $1,734,009 was recognized stock-based compensation by increasing the additional paid-in capital.

Advanced Biomed Inc. is incorporated in the State of Nevada and is subject to U.S. federal income tax at a statutory rate of 21%. Nevada does not impose a state corporate income tax.

Acellent Technologies (Hong Kong) Co. Limited, which was acquired during the year ended June 30, 2026, is subject to Hong Kong profits tax. Under Hong Kong’s two-tiered profits tax regime, the first HK$2 million of a corporation’s assessable profits is taxed at 8.25%, and assessable profits in excess of HK$2 million are taxed at 16.5%.

For the year ended June 30, 2026, the Company recognized a deferred income tax benefit of $1,205 from continuing operations related to the recognition of a deferred tax asset for tax loss carryforwards of Acellent. The related deferred tax asset was $1,204 as of June 30, 2026.

The components of income tax benefit from continuing operations were as follows:

The following table reconciles income tax benefit computed at the U.S. federal statutory tax rate to income tax benefit from continuing operations:

The components of deferred tax assets were as follows:

The Company recognized a deferred income tax benefit of $1,205 for the year ended June 30, 2026 related to a tax loss carryforward of Acellent. The corresponding deferred tax asset balance was $1,204 as of June 30, 2026. The difference between the benefit recognized during the year and the year-end asset reflects foreign currency translation. The Company’s U.S. deferred tax assets were fully offset by a valuation allowance as of June 30, 2026 and 2025. The net operating loss carry forwards for U.S. federal tax and Hong Kong 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 June 30, 2026 and 2025, the Company had total net operating loss carry forwards of approximately $3,561,863 and $2,352,444, respectively, which consists of Hong Kong net operating losses of $14,597 andnil, respectively and US net operating loss carry forwards of $3,447,396 and $2,352,444, respectively.

For discontinued operations, as of June 30, 2026 and 2025, the Company had total net operating loss carry forwards of approximatelynil and $10,815,272, respectively, which consists of Taiwan net operating loss carry forwardsnil and $5,824,336, China net operating loss carry forwards ofnil and $4,896,250 and Hong Kong net operating loss carry forwards ofnil and $94,686, respectively.

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.

The Company hadno related-party transactions during the years ended June 30, 2026 and 2025, while the financial statements reflect advances received from related parties during both years. The Company has balances with certain stockholders, officers, directors and entities related to them as of June 30, 2026 and 2025. The relationships relevant to the periods presented are summarized below:

The balances with related parties were as follows:

Amounts due to related parties — stockholders

Amounts due to related parties — related corporations, current

Amounts due to related parties — related corporations, non-current

Note:

The amounts due to related parties are advances from related parties for payment of expenses of the Company. The balances are interest-free, unsecured and repayable on demand other than the loan balance due to Mr. Jie Wang, in which the loan was bearing an interest rate of 10% per annum, repayable within one year and unsecured.

The Company operates and manages its continuing operations 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 net loss from continuing operations from the statement of operations, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. The following table presents the significant income and expense categories in the Company’s single operating segment:

Other items from continuing operations, net, for year ended June 30, 2026 consist of the $7,014 of interest expense and $21,925 of other expense, net, plus a $1,205 income tax benefit.

Credit Risk

Financial assets of the Company that are potentially subject to credit risk mainly consist of cash, other current assets and amounts due from discontinued operations.

The Company’s cash deposits are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. In Hong Kong, an individual entity’s deposit maintained at a bank is insured for a maximum of HKD 800,000 (equivalent to approximately $102,000) in the event of bank failure. In the U.S., the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. As of June 30, 2026, a cash balance of $140,439 was maintained at financial institutions in Hong Kong, of which approximately $38,438 was not insured; and cash balance of $245,096 was maintained at financial institutions in the U.S., of which nil was not insured.

In terms of other current receivable and amounts due from discontinued operations, the Company maintains allowances for expected credit losses as contra accounts, as mentioned above.

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 Hong Kong has not materially affected the Company’s profitability and operating results. However, the Company can provide no assurance that we will be unaffected by higher inflation rates in Hong Kong or globally in the future.

Contingencies

In the ordinary course of business, the Company may be subject to legal proceedings, claims and other matters. The Company accrues a loss contingency when a loss is probable and the amount can be reasonably estimated.

As of June 30, 2026, the Company was not aware of any pending or threatened legal proceedings that would have a material effect on its consolidated balance sheets, results of operations or cash flows.

The Company evaluated subsequent events occurring after June 30, 2026 through October 13, 2026, the date the consolidated financial statements were issued. Except as described below, the Company identified no subsequent events requiring recognition or disclosure in the consolidated financial statements.

Termination of Equity Line of Credit

On July 14, 2026, the Company delivered notice to terminate its equity line of credit arrangement. The termination became effective on July 21, 2026. As of the date of the notice, there were no outstanding advance notices, and the Company had satisfied all amounts owed under the arrangement, including the issuance of the commitment fee shares.

(2) Financial Statement Schedules

All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements.

(3) Index of Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.