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美国

证券交易委员会

华盛顿特区 20549

10-K 表格

☒ 根据证券交易法第 13 或 15(d) 条的年度报告

截至 6 月 30 日的财年

或

☐ 根据证券交易法第 13 或 15(d) 条的过渡报告

从 _____________ 至 ___________________ 的过渡期

委员会文件编号: 001-42548

Advanced Biomed Inc.

(注册人根据章程指定的名称)

内华达州		87-2177170
(州或其他司法管辖区成立或组织)		(美国国税局雇主识别编号)

第 12 单元，12 楼，塔楼 1，W MEGA，第 252 号 Texaco 路和第 28 号 Wang Lung 街，屯门，新界，香港

(主要执行办公室地址)

电话: +852-31580999

(注册人的电话号码，包括区号)

根据证券交易法第 12(b) 条注册的证券:

每类证券的名称:		交易符号:		每种证券的注册交易所:
普通股		ADVB		纳斯达克股票市场有限责任公司

根据证券交易法第 12(g) 条注册的证券:

无

通过复选标记表明注册人是否为知名资深发行人，如证券交易法第 405 条所定义。是 ☐ 否 ☒

通过复选标记表明注册人是否不需要根据证券交易法第 13 或第 15(d) 条提交报告。是 ☐ 否 ☒

通过复选标记表明注册人(1)是否已提交根据证券交易法第 13 或 15(d) 条在前 12 个月(或注册人需要提交此类报告的较短期间)内应提交的所有报告，以及(2)是否在过去 90 天内受到此类提交要求的约束。是 ☒ 否 ☐

通过复选标记表明注册人是否在前 12 个月(或注册人需要提交此类文件的较短期间)内提交了根据规章 S-T 第 405 条(本章第 232.405 条)应提交的每个互动数据文件。是 ☒ 否 ☐

通过复选标记表明注册人是大型加速提交者、加速提交者、非加速提交者、较小报告公司还是新兴成长公司。请参见证券交易法第 12b-2 条中对“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义。

大型加速提交者	☐	加速提交者	☐
非加速提交者	☒	较小报告公司	☒
		新兴成长公司	☒

如果是新兴成长公司，通过复选标记表明注册人是否已选择不使用根据证券交易法第 13(a) 条提供的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选方框表明注册人是否已由为其出具审计报告的注册公共会计公司根据《萨班斯-奥克斯利法案》第404(b)条（15 U.S.C. 7262(b)）对其财务报告内部控制的有效性进行了报告和鉴证。 ☐

如果证券根据该法案第12(b)条注册，请通过勾选方框表明在提交文件中包含的注册人的财务报表是否反映了对以前发布的财务报表的更正。 ☐

通过勾选方框表明这些更正中的任何一项是否是需要对注册人在相关恢复期内根据§240.10D-1(b)获得的基于激励的薪酬进行恢复分析的重述。 ☐

通过勾选方框表明注册人是否为壳公司（根据《交易法》第12b-2条的定义）。是 ☐ 否 ☒

截至2025年12月31日，注册人非关联方持有的面值为每股0.001美元的普通股的总市值约为270万美元，基于纳斯达克资本市场在该日报告的注册人普通股每股收盘售价。

截至2026年10月13日，Advanced Biomed Inc.拥有1,652,133股已发行的普通股，面值为每股0.001美元。

参考文件：无

		页码
第一部分
项目1。	业务	1
项目1A。	风险因素	12
项目1B。	未解决的工作人员意见	27
项目1C	网络安全	27
项目2。	财产	27
项目3。	法律诉讼	27
项目4。	矿山安全披露	27

第二部分
项目5。	注册人普通股的市场、相关股东事项和发行人购买权益证券	28
项目6。	保留	29
项目7。	管理层讨论与分析财务状况和经营成果	29
项目7A。	关于市场风险的定量和定性披露	38
项目8。	财务报表和补充数据	38
项目9。	与会计师在会计和财务披露方面的变化和分歧	38
项目9A。	控制和程序	38
项目9B。	其他信息	39
项目9C。	关于阻止检查的外国司法管辖区的披露	39

第三部分
项目10。	董事、高级管理人员和公司治理	40
项目11。	高管薪酬	44
项目12。	特定受益所有人和管理层的证券所有权及相关股东事项	45
项目13。	特定关系和关联交易，以及董事独立性	47
第14项。	主要审计费用和相关服务	48

第四部分
第15项。	附录和财务报表附注	F-1
第16项。	10-K表格摘要	50

引言

在本10-K表格年度报告中，或称本年度报告，除非上下文另有要求，并且仅就本年度报告而言，对以下内容的引用：

●

“Acellent” 指 Acellent Technologies (Hong Kong) Co. Limited，一家于2026年4月30日起成为我们全资子公司并在香港注册的公司；

●

“中国”或“PRC”指中华人民共和国，包括香港、澳门和台湾；然而，只有当我们引用中华人民共和国采用的具体法律时，这些司法管辖区才不包含在PRC和中国的定义中；“中国”一词在本报告中具有相应的含义；“中国大陆”指中华人民共和国，不包括香港、澳门和台湾；

●

“普通股”指我们面值为每股0.001美元的普通股；

●

“HKD”或“HK$”指港元，香港的法定货币；

●

“NTD”或“NT$”指新台币，台湾的法定货币；

●

“RMB”或“人民币”指中华人民共和国的法定货币

●

“反向股票分割”指我们普通股于2026年2月20日生效的1比20反向股票分割；

●

“US$”、“$”或“美元”指美国的法定货币；以及

●

“我们”、“我们”、“我们的”、“我们公司”和“我们集团”指Advanced Biomed Inc.，一家内华达州公司及其子公司。

关于前瞻性声明的警示说明

本10-K表格年度报告（本“报告”）包含涉及风险和不确定性的前瞻性声明。您不应过分依赖这些前瞻性声明。由于许多原因，我们的实际结果可能与前瞻性声明中预期的结果有重大差异，包括我们在“业务”、“风险因素”和“管理层讨论与分析财务状况和经营成果”部分中描述的原因，以及本报告其他部分讨论的原因。在某些情况下，您可以通过诸如“预期”、“相信”、“继续”、“可能”、“取决于”、“估计”、“期望”、“打算”、“可能”、“持续”、“计划”、“潜在”、“预测”、“项目”、“应”、“将”、“会”或这些词的否定形式或其他类似表述来识别这些前瞻性声明，尽管并非所有前瞻性声明都包含这些词语。

我们的运营和业务前景始终面临各种风险和不确定性，包括但不限于：

●

我们可能无法及时或根本无法开发或推出早期癌症检测设备、芯片或试剂盒，并可能无法保持竞争力。监管批准可能会被延迟、限制或根本无法获得，这会严重影响我们的收入能力；

●

生产场所的中断、监管合规问题或网络安全事件可能导致商业化延迟、成本上升或损害我们的声誉；

●

我们获得和维持产品知识产权保护的能力；以及

●

我们对费用、未来收入、资本需求以及我们对额外融资的需求或获得能力的估计。

本报告中的前瞻性声明代表了我们在本报告日期的观点。我们预计后续事件和发展将导致我们的观点发生变化。然而，尽管我们可能在将来某个时候选择更新这些前瞻性声明，但除适用法律要求外，我们目前没有此打算。因此，您不应将这些前瞻性声明视为我们对本报告日期之后任何日期的观点。

市场数据和预测

本报告包含有关市场和行业数据的估计。除非另有说明，有关我们行业以及我们运营市场的信息，包括我们的总体预期、市场地位、市场机会和市场规模，均基于我们管理层在我们运营市场的知识和经验，以及从各种第三方来源获得的当前可用信息，包括公开信息、行业报告和出版物、调查、我们的客户、贸易和商业组织以及其他在我们运营市场中的联系人。一些数据也基于我们的诚信估计。由于多种因素，我们所处的行业具有高度的不确定性和风险，包括在题为“风险因素”的部分中所述的因素。这些和其他因素可能导致结果与这些出版物中表达的结果有重大差异。如果任何一项或多项市场数据的基础假设被证明是错误的，实际结果可能与基于这些假设的预测不同。

iii

PART I

第1项业务

概述

我们是一家在内华达州成立的控股公司。2026年4月，我们收购了Acellent Technologies (Hong Kong) Co. Limited（“Acellent”）100%的股权，Acellent开发并运营FinTruth金融验证代理平台（“FinTruth”），这是一款企业级AI金融验证平台，旨在将财务分析和AI生成的财务内容与底层源文件和财务规则进行比较和验证，并生成可追溯来源和可审计的结果。2025年12月和2026年6月，我们分别出售了Advanced Biomed HK（包括其子公司上海Sglcell）和Advanced Biomed台湾，从而处置了我们的生物医学业务，并自此将全部重点转向通过FinTruth开发我们的AI应用。

在我们转向通过FinTruth开发AI应用程序之前，我们专注于开发实验室设备和化学品，以在患者血液中寻找和研究癌细胞，最终目标是帮助医生通过简单的血液检测来检测和监测癌症。我们的产品包括A+Pre，一种用于准备血液样本的设备；AC-1000，一种将癌细胞从其余血液中分离出来的设备；A+SCDrop，一种用于分离单个细胞的设备；以及A+CellScan，一种对癌细胞进行染色并自动计数的设备。我们还开发了用于识别不同类型的癌细胞的染色剂套件。除了A+Pre和AC-1000设备外，我们大部分产品都正在等待中国政府的监管批准。截至本报告日期，我们已终止生物医学业务，并停止了所有与实验室设备及其操作芯片相关的生物医学领域研究、产品开发、监管批准努力、制造和销售活动，以及用于癌症研究的实验室化学品。

我们转向成为AI财务验证公司的动力源于我们认为的以下AI财务验证需求的关键驱动因素：(1) 金融机构在信用分析、投资研究、风险评估和合规审查中广泛使用大型语言模型和AI代理；(2) AI输出可能包含错误，例如虚构或计算错误的数字、混淆的实体、事件序列的错误日期、逻辑矛盾、错误的政策或法规引用，以及过于乐观或悲观的评估，这可能导致评级不准确、信用决策不佳、合规和法律风险；(3) 对受监管金融机构使用的AI的可解释性、责任性和准确性的监管关注度不断提高；以及(4) 对决策和披露中使用的分析的文档审查和审计轨迹的审计和内部控制要求。

AI验证市场仍处于早期阶段，采用将取决于金融机构的技术预算、监管要求、模型性能、集成成本、数据可用性和用户将自动化验证添加到现有工作流程中的意愿。因此，自我们从以生物医学运营为主的业务转向以企业AI应用为主的科技公司以来，我们已将重点转向财务验证和其他专业、受监管的使用场景。我们目前的AI技术运营包括：(a) FinTruth的持续开发和运营；(b) 财务验证算法、财务规则及相关数据和知识基础设施的开发；(c) 产品和软件工程；(d) 企业产品测试、部署和客户实施；(e) 与潜在金融机构和技术客户进行讨论、演示和商业接触；以及(f) 开发包括企业订阅、基于使用量的应用程序编程接口（“API”）费用和集成解决方案的商业模型。

在处置了我们的生物医学业务后，我们保持了一个精简且以技术为重点的运营结构，员工主要参与人工智能研究和算法工程、产品和软件工程、数据和知识工程、客户实施和商业化，同时由必要的财务、法律和公司职能支持，以满足在纳斯达克上市公司的需求。我们目前不拥有任何数据中心，FinTruth 的 SaaS 版本运行在从多个国际公共云供应商租用的基础设施上。FinTruth 的本地部署运行在客户的自有基础设施上。我们受香港《个人资料（隐私）条例》的约束。对于本地部署，客户数据保留在客户自己的环境中，并受客户的安全控制措施约束。

我们的目标是通过我们的 AI 技术业务产生持续的和按使用量计费的企业收入，同时保持一个运营结构，其中产品开发、招聘和商业扩展与客户采用、收入生成和可用财务资源保持一致。因此，我们正在积极与潜在客户和战略合作伙伴进行关于产品部署、商业模式和定价的讨论，包括金融 IT 公司、MaaS 和 AI 分发平台以及大型金融机构的金融科技子公司。目标客户包括商业银行、证券公司、保险公司、资产管理公司、审计和专业服务公司以及金融科技公司。

在截至 2026 年 6 月 30 日的财年中，我们从与 FinTruth 相关的业务中产生了约 127,637 美元（100 万港元）的收入。我们预计将继续通过运营收入、Advanced Biomed Inc.（台湾）的处置所得以及未来的融资活动来为 FinTruth 的运营和商业化提供资金。

最新进展

ELOC协议及其终止。2025年6月6日，我们与HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD.（“投资者”）签订了购买协议（“ELOC协议”），根据该协议，我们有权根据协议规定不时向投资者发行并出售，而投资者有义务从我们处购买最多二千五百万美元（25,000,000美元）的我们普通股，具体以ELOC协议中规定的条款和条件为准。2025年7月23日，我们向美国证券交易委员会（SEC）提交了Form S-1的注册声明（文件编号333-288907），以根据《证券法》注册最多40,000,000股我们普通股，这代表了根据ELOC协议（如下文定义）可发行的股份。该注册声明从未被宣布生效。2026年7月20日，由于我们决定不再继续该注册下的发行，我们根据《证券法》下的规则477向SEC提交了注册声明的撤回申请。该注册声明下未售出任何证券。2026年1月30日，我们根据ELOC协议第11.02(b)条向投资者发行了1,650,710股普通股（经反向股票分割调整后为82,536股）作为承诺费，价值500,000美元。2026年7月14日，我们根据ELOC协议第11.02(b)条向投资者发出终止ELOC协议的通知，ELOC协议于2026年7月21日生效终止。在协议终止前，ELOC协议下未有任何预付款项。

Advanced Biomed HK和上海Sglcell的处置。2025年12月23日，我们与一位无关第三方Wei Ha Hui签订了分拆协议，根据该协议，我们以23,000美元的购买价格出售了Advanced Biomed HK 100%的股权，Advanced Biomed HK全资拥有上海Sglcell，该价格是根据我们委托的估值报告确定的。在交割时，Advanced Biomed HK和上海Sglcell所拥有的所有知识产权均转让给了买方。2026年1月26日，我们与Advanced Biomed HK和Wei Ha Hui签订了补充协议，根据该协议，Advanced Biomed HK承认其对我们累计欠款6,925,549美元，并不可撤销地同意在2027年1月26日或之前全额偿还该金额。

纳斯达克合规性。 2025年7月18日，我们收到纳斯达克的书面通知，通知我们未符合纳斯达克规则中关于继续在纳斯达克上市的最低股价要求，我们被给予180个日历天，即到2026年1月14日，以重新符合要求。2026年1月16日，我们收到纳斯达克的通知，称我们的证券将在2026年1月27日业务开始时被从纳斯达克资本市场退市，因为我们的普通股收盘价低于纳斯达克上市规则5550(a)(2)要求的每股市价1.00美元，除非我们在2026年1月23日之前向听证小组（“小组”）提出上诉。因此，2026年1月21日，我们通过向小组提交听证请求，对工作人员的退市决定提出上诉，这暂缓了我们退市的暂停。2026年1月12日，我们约79.92%的已发行投票权的持有者通过书面同意，批准了由我们董事会决定的1比2至1比100之间的反向股票分割。2026年1月30日，我们董事会批准了1比20的比率，我们于2026年2月3日向内华达州州务卿提交了公司章程修正案。反向股票分割于2026年2月13日生效，我们的普通股于2026年2月20日市场开盘时在纳斯达克资本市场以调整后的分割基础开始交易，新的CUSIP编号为00752P203。2026年3月12日，我们收到小组的书面决定，称公司在2026年2月20日完成反向股票分割后已重新符合纳斯达克上市规则5550(a)(2)。

私募发行。 2026年1月28日，我们与某些投资者签订了证券购买协议，根据该协议，我们以每股0.062美元的价格（反向股票分割前）发行并销售了总计4,000,000股普通股（按反向股票分割调整后为200,000股），总收益为248,000美元。该交易于2026年1月29日完成。这些股份的发行是基于《证券法》第4(a)(2)条和/或其下颁布的条例S提供的注册豁免。

反向股票分割。 2026年2月20日，我们以1比20的比例对公司普通股进行了反向股票分割。公司随后于2026年2月20日市场开盘时在纳斯达克资本市场以分割后基础开始交易，新的CUSIP编号为00752P203。

管理层变动。 2026年3月25日起，Steven I-Fang Cheng博士辞去我们的董事和首席技术官职务，我们的首席财务官Mingze Yin被任命为董事。2026年4月28日起，Yi Lu博士根据终止协议不再担任我们的首席执行官、董事和董事会主席，Xiaomin Chen被任命为我们的首席执行官、董事和董事会主席。

收购Acellent。2026年4月2日，我们与Acellent及其唯一股东陈晓敏签订了股份购买协议，根据该协议，我们同意以270,000股普通股换取Acellent 100%的股权权益，每股估值4.00美元，总计1,080,000美元。该收购于2026年4月30日完成，270,000股股票已根据《证券法》第4(a)(2)条提供的注册豁免条款发行给陈先生。

贷款协议。2026年4月13日，我们与王杰签订了贷款协议，根据该协议，王先生同意向我们提供600,000美元的经营贷款。该贷款为无担保贷款，年利率为10%，自发放之日起六个月到期，经双方书面协议可再延长六个月。

处置Advanced Biomed台湾。2026年6月30日，我们与无关联的第三方赵苗珠签订了股份购买协议，根据该协议，我们同意以490,000美元的总购买价格出售Advanced Biomed Inc.（台湾）100%的股权权益，该公司运营我们的A+PerfusC综合灌注3D细胞培养平台业务。

公司历史与公司结构

我们在2021年7月在内华达州成立为控股公司。我们通过Advanced Biomed台湾于2014年开始运营，作为技术研发和产品开发的研究与开发中心。2021年8月，我们建立了Advanced Biomed HK，作为Advanced Biomed台湾的全资子公司，以整合中国大陆的市场开发和商业化。2022年1月1日，Advanced Biomed HK从其股东处以1200万元人民币的对价收购了上海斯格莱细胞100%的股权权益。2022年3月，Advanced Biomed HK成立了斯格莱（黄山）生物科技有限公司。

2022年7月，我们完成了重组，根据该重组，我们收购了Advanced Biomed台湾100%的股权权益，使其成为我们的全资子公司。2022年11月7日，我们获得了台湾投资委员会对重组的批准，批准编号为“經審一字第11100116890號”。此外，台南市政府经济发展局也于2022年12月26日根据台湾公司法批准了该重组。

2023年6月8日，根据王婷和张海峰（独立第三方个人）与上海斯格莱细胞于2023年6月2日签订的股份转让协议，上海斯格莱细胞将其全资子公司南京亿天生物科技有限公司及其子公司北京亿潭佳瑞科技有限公司转让给王婷和张海峰，总对价为500,000元人民币（约72,780美元），且转让过程中不产生其他义务。

2023年6月9日，根据王婷和张海峰（独立第三方个人）与上海斯格莱细胞于2023年5月31日签订的股份转让协议，上海斯格莱细胞将其全资子公司山东斯格莱医疗设备有限公司转让给王婷和张海峰，对价为零，且转让过程中不产生其他义务。

2023年6月15日，根据Quantum Capital (Hong Kong) Limited（一家独立的第三方公司）与Advanced Biomed HK于2023年6月9日签订的股份转让协议，Advanced Biomed HK将其全资子公司Sglcell (Huangshan) Biotech Co., Ltd.以零对价转让给Quantum Capital (Hong Kong) Limited，且转让过程中不产生其他义务。

2025年12月23日，我们与一位无关第三方Wei Ha Hui达成协议，以23,000美元的价格出售Advanced Biomed HK（包括其子公司上海Sglcell）。

2026年4月2日，我们收购了Acellent Technologies (Hong Kong) Co. Limited（“Acellent”）100%的股权利益，Acellent开发并运营FinTruth金融验证代理平台（“FinTruth”）。“

2026年6月30日，我们与一位无关第三方Miaozhu Zhao达成协议，以490,000美元的价格出售Advanced Biomed台湾公司。因此，我们已退出生物医学业务，并自此将全部重点转向通过FinTruth开发人工智能应用。

下图展示了本报告日期时公司的企业结构。

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美国证券交易委员会（SEC）在www.sec.gov设有网站，该网站包含向SEC提交电子文件的发行人报告、代理声明和信息声明以及其他信息。

关于FinTruth

FinTruth是我们的主要人工智能平台，也是我们向客户提供的唯一产品。该产品作为一个基于规则和模型的检查平台运行，其研发和工程活动由我们的员工进行，这些员工主要位于香港。其推理核心Smith RM是由Acellent开发和拥有的专有金融推理模型。Smith RM由Acellent所有，不受任何第三方许可限制。

该平台与模型无关，这意味着在客户要求下，它可以配置为与客户指定的第三方或开源大型语言模型一起工作。FinTruth还可以验证第三方人工智能财务推理系统的输出。我们的AI研究和算法工程团队负责Smith RM、验证算法、模型评估、幻觉检测、人工智能安全机制及相关模型改进工作。同时，实施、配置、概念验证支持、系统集成、测试和技术支持由我们的客户解决方案和商业化职能处理，该职能由我们的产品和软件工程团队支持。该平台目前支持英文和中文的验证和用户界面。它不支持跨语言验证。换句话说，FinTruth仅验证英文报告与英文源文件，以及中文报告与中文源文件。

该平台目前通过三种方式提供：(1) 基于浏览器的 SaaS 工作区，由多家云服务提供商提供的国际公共云基础设施托管；(2) APIs，包括一个分步骤验证 API，允许将验证检查点嵌入到客户或合作伙伴的 AI 财务分析工作流中；(3) 在客户自身环境中的本地部署。我们的商业模型还包括通过基础模型提供商、企业技术提供商、金融 IT 平台和战略技术合作伙伴提供的集成或捆绑解决方案。

该平台目前在生产环境中支持信用和信用评级分析报告、研究报告、财务报表和年度报告。原始资料包括财务报表、信用报告、企业注册信息、司法信息和行业数据。

值得注意的是，FinTruth 被设计为一个验证和审计层，而不是作为底层 AI 模型或分析师、审计人员和合规人员专业判断的替代品。它由五个主要组件组成：(i) 数据摄入层 - 摄入企业信用信息、财务报表、企业注册信息、司法信息和行业数据，以及用户上传的 AI 生成的报告和原始文件；(ii) Smith RM 推理核心 - 由 Acellent 开发的专有财务推理模型，通过 API 提供分步骤验证，并包含自修复机制，以便在验证过程中发现的问题可以反馈以进行修正；(iii) 形式化验证引擎（“FV 引擎”），由四个验证模块组成：数值、逻辑、本体和叙述一致性验证器；(iv) 财务规则知识库，包括会计准则、银行监管规定和行业基准；(v) 输出层 - 报告呈现、格式转换和审计日志。我们的知识库涵盖《中国企业会计准则》、国际财务报告准则（IFRS）和香港财务报告准则（HKFRS），以及美国通用会计准则（U.S. GAAP）。

FinTruth 得益于我们的技术和数据资产，包括大约三年内积累的专有财务数据集；内部财务规则和知识结构（包括财务本体和涵盖中国、IFRS/HKFRS 和美国通用会计准则（U.S. GAAP）标准、银行监管规定和行业基准的规则知识库）；以及通过专家标注、人工反馈和产品使用反馈开发的专有训练和评估数据集。我们的数据集来源于 Acellent 内部生成的数据。由于这些数据集是内部生成的，因此不是从第三方购买或授权的。因此，这些数据集归 Acellent 所有，Acellent 有权将其用于商业用途和模型训练。我们认为这些数据对 FinTruth 的运行至关重要，因为它们支持 FinTruth 的验证、推理、证据追踪和模型评估能力。我们的数据管道、数据集、本体构建、证据链处理、知识库维护和数据质量控制由我们的数据和知识工程部门管理。

FinTruth目前提供三种主要功能：(i) 文档和来源对比，允许将AI生成的财务分析与原始来源文档进行核对；(ii) 来源级证据追溯，允许将陈述和数值追溯到支持性证据；以及(iii) 验证和审计报告，包括一致性检查、置信度指标和审计追踪。在文档和来源对比中，FinTruth提供AI生成的报告和来源文件的并排对比，并自动突出显示差异，以识别数据偏差和事实冲突。在详细分析视图中，声明列表、AI报告和来源材料在三个面板中链接在一起。在来源级证据追溯中，FinTruth将声明和数字追溯到其在来源文件中的具体位置。通过选择一个声明，审查者将被带到来源材料中的相应段落，使审查者能够检查支持每个结论的证据。最后，在验证和审计报告中，FinTruth生成一个包含总体通过分数的报告概览，通过、可疑和错误声明的数量，章节级质量分数，审查建议和运营指标（处理时间、令牌使用量和重试次数）。审计报告包含结论和证据，可以以PDF和Word格式导出。

一般来说，该平台使用数值、逻辑、本体和叙述验证功能来识别财务数据、关系、推理和叙述内容中的不一致之处。通过FinTruth的任务创建界面，用户可以上传AI生成的报告和相应的来源文档，以针对这些功能进行审查。在FinTruth持续开发、完善和商业化之后，我们计划将AI应用程序部署到金融机构、金融科技公司和其他企业客户。

FinTruth支持两种使用模式：(1) 对已完成报告的独立验证，以及(2) 嵌入式验证检查点。在独立验证模式下，用户上传AI生成的报告和相应的来源文档。然后平台会提取报告中的声明，将每个声明追溯到来源文档，运行验证模块，并生成报告概览和逐条声明的详细分析，可以作为审计报告导出并保存在“历史记录”中。在嵌入式验证检查点模式下，FinTruth被集成到AI财务分析工作流中，并在每个阶段进行验证——数据收集、基本面分析、风险识别、评级建议和报告生成。在两种模式下，FinTruth都会提供带有置信度评分和审计追踪的验证报告。

此外，FinTruth为用户提供置信度指标。在验证和审计报告中，置信度分为三个级别：

声明级别 - 每个声明被分类为“通过”、“可疑”或“错误”。当声明与来源文档矛盾或违反硬性约束（例如不成立的会计恒等式）时，声明被分类为“错误”。当来源文档中没有足够的证据支持该声明，但未发现矛盾时，声明被分类为“可疑”。软性约束检查（例如行业基准对齐、叙述–情感一致性）会产生置信度评分，其中允许存在偏差。

报告层级（“检测通过率”）—— 评分为 100 分，计算方式为通过的声明数量除以检查的声明总数。可疑和错误的声明不计入通过数量。

章节层级——每个章节在内容完整性、数据准确性等维度上会获得单独评分。评分较低的章节以及发现的数值提取和计算错误会生成审查建议。

这些分类和评分会定期与我们专有的评估数据集进行测试，这些数据集由我们内部员工和外部财务专家进行标注。我们还为客户提供生产使用中的反馈机会，以识别和纠正任何可能的分类错误。然而，自动验证可能会产生误报或漏报，置信度指标并不能保证任何报告或声明的准确性。

我们计划通过多种渠道获得收入：(1) 按使用量计费的 API 费用，包括按 token 或交易计费；(2) 通过年度或定期安排的企业订阅收入；以及 (3) 与基础模型提供商合作提供的集成或捆绑解决方案。

按使用量计费：对金融机构、金融 IT 公司和其他企业客户按每份报告或每项任务收费，适用于网页和 API 使用

企业订阅和本地部署许可：定期的年度或周期性订阅费用；对于本地部署，需一次性许可费用加上年度维护费用

集成或捆绑解决方案：与基础模型提供商、企业技术供应商和金融 IT 平台合作提供，价格与每个合作伙伴协商

FinTruth 界面

一个典型的独立验证任务流程如下：

步骤 1：

上传——用户创建一个新任务，上传 AI 生成的报告和原始文件，命名任务并点击“开始”。

步骤 2：

接收——文件被接收至数据接收层并创建任务记录。对于本地部署，文件保留在客户自己的环境中。

步骤 3：

解析——从报告和原始文件中提取文本、表格和数值，并保留页码和段落位置以用于证据追踪。

步骤 4：

声明提取 – AI 生成的报告中的声明和数值会被识别为单独的声明。

步骤 5：

匹配——每个声明会与原始文件中的相关位置链接，以形成证据链。

步骤 6：

验证——FV 引擎在三层框架（硬性约束、逻辑一致性、软性约束）下应用数值、逻辑、本体论和叙述验证器，使用财务规则知识库。每个声明会被分类为通过、可疑或错误，并分配到一个问题类型（例如，数值冲突、事实不一致、无支持的引用）。

步骤 7：

报告输出——平台生成报告概览（检测通过率、章节评分、审查建议、运营指标）和三面板详细分析，用户可以以 PDF 或 Word 格式导出包含结论和证据的审计报告。一份典型的报告在几分钟内即可处理完成。

以下是来自我们平台的示例截图：

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图1：FinTruth智能报告生成平台用户任务创建界面。通过此初始界面，用户会被提示上传AI生成的报告和相应的源文档以供审查。

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图2：FinTruth历史界面

销售与市场

我们将直接与潜在的金融机构和技术客户进行接触，并通过试点或概念验证活动进行产品演示。同时，我们计划通过金融IT公司、MaaS、AI分发平台、基础模型提供商和其他战略技术合作伙伴，通过集成或捆绑产品间接分发我们的产品。作为我们间接方法的一部分，我们最近与Quantum Capital（香港）有限公司签订了协议，作为我们的营销合作伙伴，向潜在客户推广和营销FinTruth。根据未来的客户需求和可用的财务资源，我们打算通过增加战略技术合作伙伴和增加业务发展人员来扩大分发渠道。

竞争

FinTruth的竞争对手包括大型金融科技公司、AI模型提供商、企业软件公司以及开发内部验证系统的金融机构。我们认为我们的竞争优势包括：（i）FinTruth作为独立验证层的设计，它根据源证据、财务约束和领域特定规则评估AI输出，而不是仅依赖于底层生成模型的改进；（ii）我们的专有财务推理模型Smith RM，以及平台与客户指定模型的兼容能力；（iii）四个验证模块（数值、逻辑、本体和叙事）在三层框架中的结合，以及覆盖中国会计准则（PRC）、国际财务报告准则/香港财务报告准则（IFRS/HKFRS）和美国通用会计准则（U.S. GAAP）的财务规则知识库；（iv）在三面板链接审查界面中进行逐条声明和源级证据追溯，以及可导出的审计轨迹；（v）通过SaaS、API或本地部署的灵活方式，使客户数据可以留在客户的环境中；以及（vi）我们的专有财务数据集和专家标注的评估数据集。

然而，我们目前处于早期商业化阶段，经营历史有限，客户基础相对较小，团队规模与大型科技和金融数据公司相比相对较小，现金资源有限，且在大型金融机构中品牌认知度较低。AI模型提供商或金融机构也可能在其产品中构建类似的验证能力。此外，我们目前不持有ISO/IEC 27001、SOC 2或其他安全认证或证明，而一些大型金融机构要求其供应商具备这些认证。

增长策略

我们已制定了从2026年7月1日到2027年6月30日的十二个月业务和营销计划。我们的目标包括计划将FinTruth商业化部署给二十家机构客户；将十个试点合作转化为商业合同；从十二名员工增长到大约十八名全职员工，并保持足够的流动性以资助计划中的运营。无法保证我们能在预期的时间框架内，甚至根本无法实现这些目标。具体而言，我们的十二个月计划分为三个阶段：

阶段I –

产品增强和商业准备（0-3个月；已完成）：我们增强了文档比较、源级证据追踪、数值和逻辑一致性验证、本体和实体验证及审计报告生成；改进了企业级部署，包括本地部署；完善了财务数据集和规则；建立了我们的定价模型（按报告使用费、订阅、本地许可和维护费）；并举办了演示，与潜在客户开始了试点和概念验证合作。

阶段 II –

初始商业部署和持续收入（3-6个月；进行中）：FinTruth 将开始由付费客户使用，包括商业银行和金融 IT 及金融科技公司。目前有五到十个试点或概念验证合作正在进行或正在讨论中，我们正在努力将其转化为付费客户和持续收入。

阶段 III –

商业扩展和产品扩展（6-12个月；尚未开始）：该阶段预计将于 2027 年初开始。

作为我们为期十二个月的 FinTruth 开发和推广计划的一部分，我们计划可能通过额外的验证模块来扩展 FinTruth 的功能，包括额外的财务报告验证功能和对更多财务文件和 AI 输出验证应用的兼容性提升。我们还计划改进我们的自动化客户入职体验和集成能力。我们目前正在讨论可能收购一款法律 AI 代理，该代理旨在协助准备、审查和分析与美国资本市场交易相关的披露文件（尽职调查、文件分析、披露起草、文件分类和信息收集），这可能会扩大 FinTruth 的客户群。其目标用户包括律师事务所、上市公司、投资银行、财务顾问、会计事务所和其他参与美国证券发行和资本市场交易的参与者。然而，我们尚未就此次可能的收购达成任何具有约束力或最终的协议，且无法保证任何交易都会完成。我们认为，成熟的运营平台、先进的技术和数据资产、专业的技术支持团队、明确的商业渠道以及作为上市公司可能获得的资本市场准入，为我们的 AI 驱动技术业务的持续增长和商业化提供了坚实的基础。

知识产权

我们拥有 1 个在美国注册的域名。

项目		域名
1		advb.ai

员工

截至本报告日期，我们有 12 名员工。下表列出了截至本报告日期我们按职能划分的员工人数。

	数量		% 的总员工
职能：
执行与产品领导		2		17	%
AI 研究与算法工程		3		25	%
产品与软件工程		2		17	%
数据与知识工程		1		8	%
客户解决方案与商业化		1		8	%
财务与会计		2		17	%
法律与公司运营		1		8	%
总员工数		12		100.0	%

许可证和批准

下表列出了截至本报告日期，我们的子公司为在香港开展业务所需获得的许可证和批准：

名称	许可和批准	中国大陆和台湾监管机构	到期日期
Acellent Technologies	公司注册证书	香港特别行政区公司注册处	无限期
Acellent Technologies	商业注册证书	香港特别行政区公司注册处	2027年7月8日

保险

我们及我们的子公司目前不持有任何商业保险。因此，我们可能遭受包括财产损失、事故或责任在内的损失。如果此类损失严重，我们可能会在业务运营、财务状况和经营成果方面受到重大负面影响。

政府监管

本节总结了与我们业务和运营相关的主要香港和中国大陆法律、规则和法规。

香港的法规

Advanced Biomed Inc. 是一家位于美国内华达州的公司，其运营业务位于香港。因此，专利持有公司 Advanced Biomed Inc. 受美国法律和法规的约束，而我们的运营业务则受适用于香港的法律和法规的约束，包括劳动、职业安全与健康、合同、侵权和知识产权法律。此外，由于我们的服务器位于香港，我们需要遵守香港关于数据使用和适用于我们潜在客户或客户的常规服务条款的规则和法规。由于我们潜在客户或客户的资料保存在香港，我们需要遵守《香港个人资料（隐私）条例》，该条例规范“数据使用者”对个人资料的收集、持有、处理和使用。数据使用者是指单独或与他人共同控制个人资料的收集、持有、处理或使用的任何人士。“个人资料”是指直接或间接与一个可识别的活人相关的信息，且该信息以可以访问或处理的形式存在。

如果中国大陆当局重新解释中国大陆法律，使其适用于香港公司，我们可能会受到中国一般商业法规的约束，包括劳动、职业安全与健康、合同、侵权和知识产权。我们还可能受到外汇管制法规的约束，这可能限制我们将外币兑换为人民币、收购任何其他中国大陆公司、在中国大陆设立可变利益实体或从任何未来的外商独资实体向我们支付股息的能力。

隐私和用户数据保护

我们及我们的子公司受诸多法律、规则、指令和法规的约束，这些法律、规则、指令和法规涉及我们在运营国家的客户和员工个人身份信息的收集、使用、保留、安全、处理和传输。我们的业务将在许多司法管辖区处理个人数据，并且数据将在国与国之间流动。因此，我们处理的大量个人数据（可能包括与个人相关的某些财务信息）受到多项隐私和数据保护法律的监管，在某些情况下，还受到多个司法管辖区的隐私和数据保护法律的监管。在许多情况下，这些法律不仅适用于第三方交易，也适用于我们、我们的子公司和其他商业关系方之间的信息传输。

雇佣条例

《雇佣条例》自1968年以来一直是规范香港雇佣条件的主要立法。它涵盖了员工的全面就业保障和福利，包括工资保障、休息日、带薪假期、有薪年假、病假津贴、产假保障、法定父权假、解雇补偿、长期服务补偿、就业保障、终止雇佣合同、防止反工会歧视的保障。此外，每个雇主都必须为员工购买工伤赔偿保险，以保障员工在工作期间发生事故时提出的索赔。

雇主还必须遵守《强制性公积金计划条例》（第485章）下的所有法律义务。这些包括将所有符合条件的员工纳入强积金计划并为其缴纳强积金。除豁免人士外，雇主应在雇员受雇的前60天内，将年满18岁但未满65岁的全职和兼职雇员纳入强积金计划。该60天雇佣规则不适用于建筑和餐饮行业中的临时雇员。根据上述条例，我们需在每个供款期（通常为一个月内的工资期）为香港雇员缴纳强积金。雇主和雇员各自需按员工相关收入的5%定期缴纳强制性供款，但须符合最低和最高相关收入水平。对于月薪雇员，最低和最高相关收入水平分别为7100港元和30000港元。

有关国家安全的条例

中华人民共和国香港特别行政区维护国家安全法。2020年6月30日，中华人民共和国全国人民代表大会常务委员会通过了《中华人民共和国香港特别行政区维护国家安全法》（“香港国家安全法”）。该法律被加入《香港特别行政区基本法》（“基本法”）附件三，公布在香港实施，并于同日生效。香港国家安全法规定了四类犯罪行为：分裂国家、颠覆国家政权、恐怖活动以及勾结外国或境外势力危害国家安全。最严重的犯罪行为可判处最高终身监禁。被定罪的法人实体可能被罚款，其业务可能被暂停，或其许可证或营业执照可能被吊销。该法律还具有域外效力，适用于非香港永久性居民在香港以外地区实施的犯罪行为。该法律设立了香港特别行政区维护国家安全委员会和中央人民政府在香港维护国家安全办公室，并规定在特定情况下，该办公室可对案件行使管辖权。此外，2020年7月7日生效的《香港国家安全法》第43条实施规则，赋予香港警务处与国家安全犯罪相关的调查权力。这些权力包括搜查场所和电子设备、要求服务提供商删除可能构成国家安全犯罪的电子讯息、限制对平台或服务的访问，以及要求服务提供商和其他人员提供信息和协助。未能遵守这些要求的服务提供商可能面临罚款和监禁。

维护国家安全条例。《基本法》第23条规定，香港应制定自己的法律，禁止叛国、分裂国家、煽动叛乱、颠覆中央人民政府以及窃取国家机密等行为。为落实《基本法》第23条，香港立法会于2024年3月19日通过了《维护国家安全条例》（“SNSO”），并于2024年3月23日生效。SNSO补充了《香港国家安全法》，涵盖以下几类犯罪行为：叛国；叛乱；涉及国家秘密和间谍活动的犯罪；危害国家安全的破坏行为；外部干预；以及涉及煽动意图的犯罪行为。

中华人民共和国的规定

人工智能相关规定

中华人民共和国已出台一系列规定，规范在中华人民共和国境内向公众提供基于算法、深度合成和生成式人工智能（“AI”）服务。这些规定主要由中央网信办（“CAC”）与其他主管部门共同管理。它们补充了中华人民共和国网络安全法、中华人民共和国数据安全法和个人信息保护法建立的总体框架。以下是对主要人工智能专项规定的概述。

Provisions on the Administration of Algorithm Recommendation for Internet Information Services. On December 31, 2021, the CAC, the Ministry of Industry and Information Technology (the “MIIT”), the Ministry of Public Security (the “MPS”) and the State Administration for Market Regulation jointly issued the Provisions on the Administration of Algorithm Recommendation for Internet Information Services (the “Algorithm Recommendation Provisions”), which became effective on March 1, 2022. The Algorithm Recommendation Provisions apply to the use of algorithm recommendation technologies to provide internet information services within the PRC. These technologies include generation and synthesis, personalized push, sorting and selection, search and filtering, and dispatching and decision-making algorithms. Service providers must, among other things, assume primary responsibility for algorithm security; establish management systems for algorithm review, data security, personal information protection and emergency response; regularly review and evaluate their algorithm mechanisms, models, data and outcomes; and refrain from using algorithms to generate false information or to manipulate rankings or search results. Providers must also disclose the basic principles, purposes and main operating mechanisms of their algorithm recommendation services and allow users to turn off personalized recommendations. Providers of services with “public opinion attributes or social mobilization capabilities” must file their algorithms with the CAC through its algorithm filing system within ten working days after they begin providing services, and must conduct security assessments in accordance with relevant regulations. Violations may result in warnings, orders to rectify, suspension of information updates and fines.

Provisions on the Administration of Deep Synthesis of Internet Information Services. On November 25, 2022, the CAC, the MIIT and the MPS jointly issued the Provisions on the Administration of Deep Synthesis of Internet Information Services (the “Deep Synthesis Provisions”), which became effective on January 10, 2023. “Deep synthesis technology” refers to technologies that use deep learning, virtual reality and other generative synthesis algorithms to produce text, images, audio, video, virtual scenes and other network information. The Deep Synthesis Provisions impose obligations on deep synthesis service providers, technical supporters and users. Service providers must, among other things, verify users’ real identities; establish systems for content review, data security, personal information protection and the prevention of fraud; strengthen the management of training data and ensure its security; and review and evaluate their generation and synthesis models and algorithms. Where a service provides editing functions for biometric information such as faces or voices, providers must notify users and obtain consent from the individuals whose information is edited. Content generated or edited using deep synthesis services must be labeled in a manner that does not affect use, and content that may cause public confusion or misidentification must carry a prominent label. Deep synthesis service providers and technical supporters are also subject to the algorithm filing requirements of the Algorithm Recommendation Provisions.

Interim Measures for the Management of Generative Artificial Intelligence Services. On July 10, 2023, the CAC, together with the National Development and Reform Commission, the Ministry of Education, the Ministry of Science and Technology, the MIIT, the MPS and the National Radio and Television Administration (the “NRTA”), jointly issued the Interim Measures for the Management of Generative Artificial Intelligence Services (the “Generative AI Measures”), which became effective on August 15, 2023. The Generative AI Measures apply to the use of generative AI technologies to provide services that generate text, images, audio, video and other content to the public within the PRC. They do not apply to industry organizations, enterprises, academic and research institutions or public cultural institutions that research, develop and apply generative AI technologies without providing generative AI services to the public within the PRC. Under the Generative AI Measures, providers must, among other things, use training data and foundation models from lawful sources; refrain from infringing the intellectual property rights of others; obtain consent or have another lawful basis for processing personal information; and take effective measures to improve the quality of training data, including its truthfulness, accuracy, objectivity and diversity. Providers bear responsibility as producers of online information content, must enter into service agreements with users, must label generated content in accordance with the Deep Synthesis Provisions, and must establish mechanisms to handle complaints and to promptly address illegal content. Providers of generative AI services with public opinion attributes or social mobilization capabilities must conduct security assessments and complete algorithm filings. Where generative AI services provided from outside the PRC to the public within the PRC do not comply with PRC laws and regulations, the CAC may notify the relevant authorities to take technical and other necessary measures. Violations are punishable under the PRC Cybersecurity Law, the PRC Data Security Law, the PRC Personal Information Protection Law and other applicable laws.

Measures for Labeling Artificial Intelligence-Generated Synthetic Content. In March 2025, the CAC, the MIIT, the MPS and the NRTA jointly issued the Measures for Labeling Artificial Intelligence-Generated Synthetic Content (the “Labeling Measures”), which became effective on September 1, 2025. A related mandatory national standard, Cybersecurity Technology – Labeling Method for Content Generated by Artificial Intelligence (GB 45438-2025), took effect on the same date. The Labeling Measures require providers of internet information services that generate or synthesize text, images, audio, video, virtual scenes and other content to add explicit labels to such content where required. Explicit labels are labels, such as text, audio or graphics, that users can readily perceive. Providers must also add implicit labels, such as metadata identifying the content as AI-generated and identifying the provider, to the files of generated content. Online content distribution platforms must take measures to detect and verify such labels and to alert the public to content that is or may be AI-generated. Providers may not delete, alter, falsify or conceal required labels. Providers must also specify labeling requirements in their user service agreements and must provide labeling-related materials when completing algorithm filings or security assessments.

ITEM 1A. Risk Factors

Investing in our securities involves a high degree of risk. Before making any investment decision, you should consider carefully the following risks and other information in this Report, including our consolidated financial statements and related notes. The risks and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties that we are unaware of or that we believe are not material at the time could also materially adversely affect our business, financial condition or results of operations. In any case, the value of our Common Stock could decline, and you could lose all or part of your investment. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

We recently transitioned our business strategy, and our future success is uncertain.

During our most recent fiscal year, we discontinued our biotechnology operations and redirected our resources toward the development of our artificial intelligence platform FinTruth. Because our continuing business differs significantly from our historical operations, investors have limited information regarding our ability to successfully execute this strategy.

The transition to an AI-focused business involves substantial risks, including developing a commercially viable platform, obtaining customer acceptance, competing against significantly larger companies, protecting proprietary technology, securing adequate financing, and generating sustainable revenues. There can be no assurance that our new business strategy will be successful.

We have generated limited revenue from our AI-focused operations and may never achieve profitability.

Following the discontinuation of our biotechnology business, our continuing operations are focused primarily on developing our artificial intelligence platform FinTruth. We currently generate no significant revenue from these activities and expect that our future operating results will depend largely upon our ability to successfully commercialize our technology.

Commercialization may require substantial additional investments, strategic partnerships, customer adoption, regulatory compliance, and market acceptance, none of which can be assured.

We may rely on a limited number of third parties for marketing, distribution and revenue, and the loss of or underperformance by any of them could harm our business.

We may rely on financial IT companies, MaaS and AI distribution platforms, foundation-model providers and other strategic technology partners for indirect distribution. Depending on a small number of partners concentrates our risk. If any of these relationships ends, is not renewed on favorable terms or underperforms, or if a partner has financial, operational or reputational problems, our revenue, our sales pipeline and our ability to carry out our business plan could be materially and adversely affected.

We have recently transitioned our business to enterprise AI applications and have a limited operating history in this industry, which makes it difficult to evaluate our prospects.

We acquired Acellent in April 2026 and have since disposed of our biomedical operations and shifted our focus entirely to FinTruth, which is currently our sole product. As of the date of this Report, we have not generated any customer revenue from FinTruth, and our revenue relating to FinTruth has been derived solely from agency service fees. Our business plan depends on converting pilot and proof-of-concept engagements into commercial contracts, achieving our twelve-month deployment and hiring objectives, and developing recurring and usage-based enterprise revenue. We may not achieve these objectives on our anticipated timeline or at all, and our limited operating history in the AI industry makes it difficult to evaluate our business and future prospects.

The market for AI financial verification is new and evolving, and may not develop as we expect.

Our strategy is premised on the continued adoption of large language models and AI agents by financial institutions in credit analysis, investment research, risk assessment and compliance review, and on demand for independent verification of AI-generated output. If financial institutions slow or limit their adoption of AI, if foundation-model providers substantially reduce hallucination and other errors in their models, or if customers prefer to rely on manual review or internal tools, demand for FinTruth may be lower than we anticipate. Commercial banks, insurance companies and other regulated institutions also typically have lengthy procurement, security review and approval processes, which may delay or prevent sales.

The AI industry is intensely competitive and rapidly changing, and we may be unable to compete successfully against larger and better-funded competitors.

We face competition from foundation-model providers that may incorporate verification, citation and fact-checking functions directly into their models, from large technology, data and financial information companies, from financial IT companies, and from other AI start-ups. Many of these competitors have substantially greater financial, technical, data and marketing resources, larger customer bases and broader distribution than we do. Some of the same parties with whom we seek to collaborate, including foundation-model providers and financial IT platforms, may also compete with us. The rapid pace of innovation in AI may render our technology obsolete or require us to make significant investments to remain competitive, which we may be unable to fund.

Evolving laws and regulations relating to AI in the jurisdictions where we or our customers operate could increase our costs, restrict our services or reduce demand for FinTruth.

Governments in many jurisdictions, including the United States at the federal and state levels, the European Union and other markets, have adopted or are considering laws, regulations and guidance governing the development and use of AI, including requirements relating to transparency, explainability, risk management, human oversight, data governance and the use of AI in credit and other consequential decisions. Our customers in regulated financial services may be subject to such requirements and may in turn impose them on us. While increasing regulatory focus on the accountability and accuracy of AI is a driver of our business, new or inconsistent regulatory requirements could require us to change FinTruth, limit the use cases or jurisdictions we can serve, increase our compliance costs and expose us to liability.

We depend on third-party cloud providers, models and distribution partners, and any disruption in these relationships could harm our business.

We do not own any data centers, and the SaaS version of FinTruth runs on rented infrastructure from multiple international public cloud providers. We also rely, and expect to rely increasingly, on financial IT companies, MaaS and AI distribution platforms, foundation-model providers and marketing partners, to distribute and promote FinTruth. Interruptions, capacity constraints, price increases or changes in terms by our cloud providers, or the termination of or failure to perform by our distribution and marketing partners, could disrupt our services, increase our costs and impair our ability to grow our customer base.

We may be unable to attract and retain qualified AI and engineering talent.

Competition for personnel with expertise in AI research, algorithm engineering, data and knowledge engineering and financial domain knowledge is intense. Our AI research and algorithm engineering team currently consists of three full-time employees, and we intend to grow from twelve to approximately eighteen full-time employees under our twelve-month plan. The loss of any key personnel, or our inability to hire additional qualified personnel on acceptable terms, could delay the development of Smith RM and FinTruth and adversely affect our business.

We may be unable to adequately protect our proprietary technology and data, and we may be subject to claims that we infringe the intellectual property rights of others.

Our success depends in part on our proprietary technology and data assets, including Smith RM, our verification algorithms, our financial rules knowledge base and our proprietary datasets. We rely primarily on trade secret protection, confidentiality agreements and contractual restrictions to protect these assets, and these measures may not prevent unauthorized use, disclosure or reverse engineering of our technology, or the independent development of similar technology by our competitors. In addition, our datasets are derived in part from publicly available information, and the legal framework governing the use of such information, including for model training, remains unsettled in Hong Kong, the PRC and other jurisdictions. Third parties may claim that FinTruth, Smith RM or our datasets infringe or misappropriate their intellectual property or data rights. Any such claims, regardless of merit, could be costly to defend, divert the attention of our management, require us to pay damages or license fees, or require us to modify or cease offering portions of FinTruth.

Failure to attract and retain our senior management and other key employees could adversely affect our business.

Our future success is significantly dependent upon the continued service of our senior management, such as Dr. Xiaomin Chen, our chairman of the board of directors and chief executive officer, and our engineering teams. If we lose their services, we may not be able to locate suitable or qualified replacements, and we may incur additional expenses to recruit new senior management team members, which could severely disrupt our business and growth. In addition, if these personnel join our competitors or form a competing business, our business and prospects could be adversely affected.

FinTruth is a complex software, and undetected defects, errors, vulnerabilities or performance failures could harm our reputation, cause us to lose customers and expose us to liability.

FinTruth combines several parts: a data ingestion layer, the Smith RM reasoning core, a formal verification engine with numerical, logical, ontology and narrative verifiers, a financial rules knowledge base, and an output layer. It is delivered as a browser-based SaaS workspace, through APIs and as an on-premises deployment. Software this complex often contains defects, errors or vulnerabilities, particularly when new versions, verification modules or features are first released. These may be found only after our customers have used the product. Defects could cause FinTruth to process documents incorrectly, fail to extract numbers or claims, misclassify claims, produce inaccurate audit reports, or become unavailable. Correcting defects may require significant resources and may not be done in time. Any such problem could lead to lost or delayed market acceptance, loss of customers, warranty or indemnity claims, diversion of engineering resources and damage to our reputation.

On-premises deployments of FinTruth involve additional technical, support and security challenges.

When FinTruth is deployed on-premises, it runs on the customer’s own infrastructure and is subject to the customer’s security controls. Each customer environment may differ in hardware, operating systems, network setup and security policies. This can make implementation, configuration, testing, updates and technical support more difficult, slower and more expensive. Our client solutions and commercialization team, supported by our product and software engineering team, may not be able to support a growing number of on-premises deployments. We also have limited visibility into and control over customer environments. Performance problems or security incidents arising in those environments may be attributed to FinTruth even when we did not cause them, which could lead to disputes, liability or reputational harm. Deploying our software, including Smith RM, outside our own controlled environment may also increase the risk that it is copied, reverse engineered or misappropriated.

Cyberattacks, security breaches and other incidents affecting our systems or those of our third-party providers could disrupt our operations, compromise confidential information and subject us to significant liability.

Our business depends on the confidentiality, integrity and availability of our information technology systems and data. That includes the confidential financial reports, credit reports and other source documents our customers upload, our proprietary datasets, and the source code and model weights of Smith RM. Cyberattacks are becoming more frequent, sophisticated and severe, and they come from many types of attackers, including organized criminal groups, hacktivists and state-sponsored actors. Threats include ransomware, phishing and social engineering, denial-of-service attacks, credential theft, malware and exploitation of software vulnerabilities, including previously unknown (“zero-day”) vulnerabilities. Attackers are also increasingly using AI to make their attacks more effective. Companies that provide services to financial institutions may be especially attractive targets because of the value of the data they handle.

We use rented infrastructure from multiple international public cloud providers, as well as other third-party software and service providers. Our ability to monitor their security practices is limited, and an incident affecting any of them could affect us. Like other companies our size, we have limited resources to spend on cybersecurity, and our security measures may not detect or prevent every incident. A security incident could interrupt our services, cause loss, corruption or unauthorized disclosure of customer or proprietary data, and lead to theft of our intellectual property. It could also result in regulatory investigations and penalties, notification obligations, litigation, breach of contract claims, loss of customers and significant remediation costs. Any of these could materially and adversely affect our business, financial condition and results of operations.

Our financial-institution customers impose demanding security, data-handling and audit requirements, and our failure to satisfy them could prevent us from winning or keeping customers.

Our target customers include commercial banks, securities firms, insurance companies, asset managers and auditing firms. These customers are subject to extensive regulation of how they manage technology, outsourcing and third-party risk. Before buying from us, they typically conduct detailed security and vendor due diligence. They may also require contract terms on data protection, data location, business continuity, incident notification, audit rights, service levels and liability. Meeting these requirements may require us to get security certifications, put in place additional controls, pay for audits or accept increased liability. Doing so could be costly and lengthen our sales cycles. If we cannot meet these requirements, or if we breach them after signing a contract, we may lose customers, face contractual claims or be shut out of parts of our target market.

We are subject to SEC cybersecurity disclosure requirements, and a failure to identify, assess or timely disclose material cybersecurity incidents could expose us to regulatory action and litigation.

SEC rules require us to describe our processes for assessing, identifying and managing material cybersecurity risks, as well as our board’s oversight of those risks. They also require us to disclose a cybersecurity incident on Form 8-K within four business days after we determine that the incident is material. Deciding whether an incident is material can be complex and must be done quickly, often before all the facts are known. Making this assessment may be especially difficult for us because we have a lean operating structure and limited dedicated security personnel. If we fail to assess or disclose incidents properly, or if our disclosure is later found to be inaccurate or incomplete, we could face SEC enforcement action, securities litigation and reputational harm. In addition, a public disclosure could itself reveal information that attackers or competitors could exploit.

Our insurance coverage may not be adequate to cover losses from cybersecurity incidents, technology failures or other operational events.

We may not have insurance that is sufficient for, or covers at all, losses from cybersecurity incidents, service interruptions, professional liability claims related to FinTruth’s outputs, or other operational events. Cyber and technology errors and omissions insurance may be unavailable on acceptable terms, may become more expensive, or may contain exclusions, deductibles and coverage limits that leave us responsible for a large part of any loss. Insurers may also deny coverage for particular claims. Losses that are uninsured or exceed our coverage could materially and adversely affect our financial condition.

We have a small workforce and depend on a limited number of key personnel, and our lean operating structure may not be sufficient to support our business as a public company.

After disposing of our biomedical operations, we have kept a lean, technology-focused operating structure. We currently have approximately twelve full-time employees, and our AI research and algorithm engineering team has three full-time employees. Because a few individuals hold critical knowledge of our reasoning core, our verification algorithms, our datasets and our customer relationships, losing any of them could seriously disrupt our development, implementation and commercialization activities. In addition, a small team may lack enough people to separate duties properly and to cover the operational, compliance, financial reporting and governance work required of a Nasdaq-listed company while we pursue our business plan. We may be unable to hire additional qualified personnel when we need them or on acceptable terms.

Business interruptions caused by natural disasters, public health events, geopolitical events, power or telecommunications failures or other events beyond our control could disrupt our operations.

Substantially all of our employees are based in Hong Kong, and our SaaS platform runs on third-party cloud infrastructure. Typhoons, floods, earthquakes, pandemics or other public health emergencies, social unrest, geopolitical tensions, terrorism, power outages, telecommunications failures or cloud service outages could disrupt our research and development, customer implementation and support, and the availability of FinTruth. Because our workforce is concentrated in one location, a single event could affect most of our operations. Our business continuity and disaster recovery plans may not work as intended, and we may not have enough insurance to cover resulting losses.

We will need substantial additional capital to fund our operations and business plan, which may not be available on acceptable terms or at all.

We expect to fund FinTruth’s continued operation and commercialization through a combination of operating revenues, proceeds from the sale of Advanced Biomed Inc. (Taiwan), and future capital-raising activities. Although we have received term sheets and engagement letters relating to potential financing transactions, none of these transactions may be completed. Our ability to raise capital may be affected by market conditions, our operating results, our status as a company with operations in Hong Kong, and regulatory developments affecting companies with operations in Hong Kong or the PRC. If we cannot obtain enough financing when we need it, we may have to delay, scale back or entirely stop our product development, hiring and commercialization efforts.

Cybersecurity Breaches and other Disruptions to our Information Technology Systems

The efficient operation of our business is dependent on our information technology systems to process, transmit and store sensitive electronic data, including employee, distributor and customer records, and to manage and support our business operations. The secure maintenance of this information is critical to our operations. Despite our security measures, our information technology system may be vulnerable to attacks by hackers or breaches due to errors or malfeasance by employees and others who have access to our system, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters. Any such event could compromise our information technology systems, expose our customers, distributors and employees to risks of misuse of confidential information, impair our ability to effectively and timely operate our business, and cause other disruptions, which could result in legal claims or proceedings, disrupt our operations and the services we provide to customers, damage our reputation, and cause a loss of confidence in our products and services, any of which could adversely affect our results of operations and competitive position.

We may be subject to litigation and other claims and legal proceedings, and may not always be successful in defending ourselves against these claims or proceedings.

We may be subject to lawsuits and other claims in the ordinary course of our business. We may from time to time be subject to lawsuits and other legal proceedings brought by our customers, competitors, employees, business partners, investors, other shareholders of the companies we invest, or other entities against us in the ordinary course of our business. We may also be subject to regulatory proceedings in the ordinary course of our business. We may not be successful in defending ourselves, and the outcomes of these lawsuits and proceedings may be unfavorable to us. Lawsuits and regulatory proceedings against us may also generate negative publicity that significantly harms our reputation, which may adversely affect our customer base, market position and our relationships with our research partners and other business partners. In addition to the related costs, managing and defending litigation and other legal proceedings and related indemnity obligations can significantly divert our management’s attention from operating our business. We may also need to pay damages or settle lawsuits or other claims with a substantial amount of cash, negatively affecting our liquidity. As a result, our business, financial condition and results of operations could be adversely affected.

Risks Relating to Our Financial Prospects and Need for Additional Capital

We have recorded negative cash flows from operating activities historically and may have a current liabilities position in the future.

We have experienced significant cash outflow from operating activities since our inception. We had net cash outflow in operating activities from continuing operations of $0.96 million and $2.3 million for the years ended June 30, 2026 and 2025, respectively. We had net cash outflow in operating activities from discontinued operations of $0.99 million to and $3.5 million for the years ended June 30, 2026 and 2025, respectively. The cost of continuing operations could further reduce our cash position, and an increase in our net cash outflow from operating activities could adversely affect our operations by reducing the amount of cash available to meet the cash needs for operating our business and to fund our investments in our business expansion.

We had net current asset of $12.3 million as of June 30, 2026. We cannot guarantee that we will remain in a net current assets position in future, which would expose us to liquidity risk. Our future liquidity and ability to make additional capital investments necessary for our operations and business expansion will depend primarily on our ability to maintain sufficient cash and to obtain adequate external financing. There can be no assurance that we will be able to obtain any sources of financing.

We require substantial funding for our operations and have a limited operating history and limited revenue from FinTruth. If we cannot raise sufficient additional capital on acceptable terms, our business, financial condition and prospects may be adversely affected.

We require substantial capital to fund our existing operations, commercialize new products, expand our business and pursue strategic investments. In particular, we require substantial capital to:

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increase our sales and marketing efforts to drive market adoption of our products and services and address competitive developments;

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maintain, expand and protect our intellectual property portfolio;

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hire and retain additional personnel, such as AI development and research personnel;

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develop, acquire and improve operational, financial and management information systems;

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finance general and administrative expenses; and

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operate as a public company.

Because we lack a significant operating history on AI, in particular Fintruth, you have no basis upon which to evaluate our ability to achieve our business objective. If we fail to complete our initial launch of FinTruth, we will never generate any operating revenues.

Further financing may not be available to us on acceptable terms, or at all. If we fail to raise capital as and when needed it would have a negative impact on our financial condition and our ability to pursue our business strategy. In addition, if we raise funds by issuing debt securities or incurring additional borrowings, the terms of debt securities issued or borrowings could impose significant restrictions on our operations, and we may be unable to repay the indebtedness when due. If we raise funds by issuing equity securities, your investment in our company could be diluted.

Raising additional capital may lead to dilution of shareholdings by our existing stockholders, restrict our operations, and may further result in fair value loss adversely affecting our financial results.

We may seek additional funding through a combination of equity and debt financings and collaborations. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of existing holders of our shares will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our existing stockholders.

The incurrence of additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in certain additional restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, and other operating restrictions that could adversely impact our ability to conduct our business.

Risks Related to Doing Business in Hong Kong and China

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers.

While we are currently not subject to the laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection, there can be no assurance that such laws will continue to be inapplicable to us in the future as these laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particular with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

Substantially all of our operations, personnel and research and development activities are located in Hong Kong, and changes in the political, economic and legal environment in Hong Kong or the PRC, including the possibility that the PRC government may intervene in or influence our operations, could materially and adversely affect our business.

We conduct our AI technology operations through Acellent, a Hong Kong company, and our research and development and engineering personnel are based solely in Hong Kong. Hong Kong is a Special Administrative Region of the PRC, and the PRC government has significant oversight and discretion over the conduct of business in Hong Kong. Although Hong Kong currently maintains a legal system separate from that of mainland China under the “one country, two systems” principle, there can be no assurance that this will continue. Laws such as the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region and the Safeguarding National Security Ordinance, as well as any future extension of mainland China laws and regulations to Hong Kong, could affect how we collect and process data, develop and deploy AI models, and serve customers. The PRC government may also intervene in or influence the operations of Hong Kong-based companies at any time, which could result in a material change in our operations and/or the value of our common stock, or significantly limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

The PRC has adopted, and continues to adopt, an extensive and rapidly evolving body of laws regulating artificial intelligence, algorithms and generative AI, and if FinTruth or our activities become subject to these laws, compliance could be costly and failure to comply could subject us to penalties or force us to modify or suspend our services.

The PRC has implemented a series of AI-specific regulations, including the Provisions on the Administration of Algorithm Recommendation for Internet Information Services, the Provisions on the Administration of Deep Synthesis of Internet Information Services, the Interim Measures for the Management of Generative Artificial Intelligence Services and the Measures for Labeling Artificial Intelligence-Generated Synthetic Content. These rules impose, among other things, algorithm filing and security assessment requirements, content management and labeling obligations, requirements relating to the legality and quality of training data and protection of intellectual property and personal information, and obligations to prevent discrimination and the generation of false or harmful information. The PRC has also amended its Cybersecurity Law to address AI governance, and further comprehensive AI legislation has been under consideration.

Although we currently conduct our operations in Hong Kong, FinTruth processes Chinese-language reports, applies PRC Accounting Standards for Business Enterprises, and relies on datasets that include business registration and judicial information. If we provide FinTruth, its APIs or Smith RM to customers or users in mainland China, deploy FinTruth on-premises for customers in mainland China, or enter into integrated or bundled arrangements with foundation-model providers or financial IT platforms operating in mainland China, we or our partners may be required to complete algorithm filings, security assessments or other registrations, and to comply with content, labeling and data requirements that may be difficult or costly for us to satisfy. The interpretation and enforcement of these rules remain uncertain and are subject to significant regulatory discretion. Failure to comply could result in warnings, fines, suspension of services, removal of applications or other penalties, and could limit our ability to pursue customers in mainland China.

We may be subject to PRC laws on cybersecurity, data security, personal information protection and cross-border data transfers, which are complex and evolving.

The PRC Cybersecurity Law, Data Security Law and Personal Information Protection Law, together with implementing regulations such as the Measures for Cybersecurity Review and the Provisions on Promoting and Regulating Cross-Border Data Flows, regulate the collection, storage, use, processing and transfer of data, including “important data” and personal information. The Personal Information Protection Law may apply to processing outside mainland China of personal information of individuals in mainland China under certain circumstances, such as where the purpose is to provide products or services to such individuals or to analyze their behavior. Our proprietary financial datasets include information derived from listed-company financial reports, business registration and judicial information, and our customers may upload credit reports and other source documents that contain information about PRC companies and individuals. If such data are deemed to be subject to these laws, we could be required to obtain consents, conduct security assessments or certifications, or restrict cross-border transfers of data, including transfers to the international public cloud infrastructure on which our SaaS version of FinTruth is hosted. Any of these requirements could increase our compliance costs, limit our ability to use data for product development and model training, and expose us to investigations, fines or other sanctions.

We are subject to the Hong Kong Personal Data (Privacy) Ordinance and evolving Hong Kong guidance on the use of AI, and any failure to comply could harm our business and reputation.

We are subject to the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong, which regulates the collection, holding, processing and use of personal data. The Office of the Privacy Commissioner for Personal Data has issued guidance on the use of AI, including the Artificial Intelligence: Model Personal Data Protection Framework, and has indicated that it expects organizations procuring, implementing and using AI systems to adopt risk-based governance and data minimization measures. Hong Kong financial regulators, including the Hong Kong Monetary Authority and the Securities and Futures Commission, have also issued guidance on the use of AI and generative AI by authorized institutions and licensed corporations, which our financial-institution customers may expect us to support through contractual commitments, audits and enhanced controls. In addition, the Hong Kong government has proposed amendments to copyright law relating to text and data mining. Changes in these laws and guidance, or in their interpretation or enforcement, could require us to modify FinTruth, our data practices or our training processes, and any actual or alleged failure to comply could result in enforcement action, contractual liability or reputational harm.

The PRC and Hong Kong legal systems embody uncertainties, particularly with respect to the regulation of emerging technologies such as AI, which could limit the legal protections available to us.

Laws and regulations governing AI in the PRC and Hong Kong are relatively new, are frequently issued in the form of interim measures or departmental rules, and leave substantial discretion to regulators. Enforcement may be inconsistent, and new rules may be applied with little advance notice or retroactively. In addition, the ownership of and protection afforded to AI models, training data and AI-generated content under PRC and Hong Kong law remain unsettled. As a result, we may be unable to predict our compliance obligations accurately, to enforce our rights in Smith RM, our datasets and our other technology and data assets, or to defend against claims, any of which could materially and adversely affect our business.

Export controls, sanctions and other restrictions on AI technology, semiconductors and cloud services imposed by the United States, the PRC or other jurisdictions could restrict our access to computing resources and models, and limit the markets in which we can operate.

The United States has imposed, and may continue to expand, export controls on advanced semiconductors, AI model weights and related technology, and has adopted rules restricting certain U.S. investments in AI and other technologies involving “countries of concern,” which include the PRC, Hong Kong and Macau. The PRC has adopted countermeasures and its own export control regime. Because we rely on rented infrastructure from international public cloud providers and FinTruth can be configured to work with third-party or open-source large language models, such restrictions could limit our access to computing capacity, models or software, increase our costs, restrict our ability to serve customers in certain jurisdictions or to enter into partnerships, and adversely affect our ability to raise capital from U.S. investors.

Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon our ability to operate profitably in the Mainland China and Hong Kong.

Since we conduct our operations through our subsidiary in Hong Kong, economic, political and legal developments in the PRC will affect our business, financial condition, results of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. Our ability to operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect our ability to operate business in China.

The Chinese government may intervene in or influence our operations in the Mainland China or Hong Kong at any time or may exert more control over offerings conducted overseas and/or foreign investment in us, which could result in a material change in our operations and and/or the value of the securities we are registering for sale.

The Chinese government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations in the Mainland China or Hong Kong as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policies that significantly affected certain industries such as the education and Internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could require us to seek permission from Chinese authorities to commence to operate our business, which may adversely affect our business, financial condition and results of operations. Furthermore, recent statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in China that are to be conducted in foreign markets, as well as foreign investment in PRC-based issuers. There is no guarantee that we will not be subject to such direct influence or intervention in the future due to changes in laws or other unforeseeable reasons. There is always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in the Mainland China and Hong Kong. Any such action, once taken by the Chinese government, could cause the value of our Common Stock to significantly decline or become worthless. In addition, if we were to become subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons, it may require a material change in our operations and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

We face risks arising from China including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence the operations Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in the operations Hong Kong and/or the value of our Common Stock.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in Hong Kong may be harmed by changes in laws and regulations in China, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. The PRC central or local governments may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our and our subsidiaries’ compliance with such regulations or interpretations.

Government actions in the future could significantly affect economic conditions in China or particular regions thereof, and could require us in Hong Kong to materially change our operating activities or divest ourselves of any interests we hold in Chinese assets. We may be subject to various government and regulatory interference. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by changes to existing laws or implementation of future laws and regulations relating to their business or industry.

As of the date of this Report, we (1) are not required to obtain permissions from any PRC authorities to operate or issue our Common Stock to foreign investors, (2) are not subject to permission requirements from the CSRC, CAC or any other entity that is required to approve our operations in the Mainland China and Hong Kong, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. The regulatory agencies like CSRC or CAC may impose fines and penalties on our operations in the Mainland China or Hong Kong, limit our ability to pay dividends outside of the Mainland China or Hong Kong, limit our operations in the Mainland China or Hong Kong, delay or restrict the repatriation of the credits from the ELOC Agreement or any future financing activities into the Mainland China or Hong Kong or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt future offerings before settlement and delivery of our Common Stock. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for future offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or complete hinder our ability to offer or continue to offer our securities and cause the value of such securities to significantly decline or be worthless.

The Chinese government may exert more control over Hong Kong business or impose new laws or regulations on business activities in Hong Kong.

Although Acellent is in compliance with current Hong Kong laws and regulations, it may be subject to risks similar to those faced by companies operating in mainland China in the future if the Chinese government were to exert more control over Hong Kong business or impose new laws or regulations on business activities in Hong Kong, which often comes with little advance notice. In that case, we cannot guarantee you that we can timely comply with any new laws and regulations, which could materially affect our operations and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SEC announced the adoption of interim final amendments to implement the submission and disclosure requirements of the Holding Foreign Companies Accountable Act. In the announcement, the SEC clarifies that before any issuer will have to comply with the interim final amendments, the SEC must implement a process for identifying covered issuers. The announcement also states that the SEC staff is actively assessing how best to implement the other requirements of the Holding Foreign Companies Accountable Act, including the identification process and the trading prohibition requirements.

On June 22, 2021, the U.S. Senate passed the AHFCAA, which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to HFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

On September 22, 2021, the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. The final amendments are effective on January 10, 2022. The SEC will begin to identify and list Commission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.

On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

On August 26, 2022, PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in Mainland China and Hong Kong.

On December 15, 2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in Mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary.

Should the PCAOB again encounter impediments to inspections and investigations in Mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. The inability of the PCAOB to conduct inspections of auditors in PRC makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control procedures as compared to auditors outside of PRC that are subject to the PCAOB inspections, which could cause investors and potential investors in our Common Stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our auditor WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards Our auditor, WWC, P.C. is headquartered in San Mateo, California and has been inspected by the PCAOB on a regular basis, with the last inspection conducted in 2023. It is not subject to the determinations announced by the PCAOB on December 16, 2021 or the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China on August 26, 2022. However, if the PCAOB is unable to inspect our accounting firm in the future, our Common Stock may be delisted from or prohibited from trading on a national securities exchange.

The recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us since we are an emerging growth company and substantially all of our operations are conducted in Hong Kong. The Holding Foreign Companies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three years, may result in the delisting of our Company or prohibition of trading in our Common Stock in the future if the PCAOB is unable to inspect our accounting firm at such future time. Further, the AHFCAA which was later signed into law in the Consolidated Appropriations Act, reduces the period for foreign companies to comply with PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading, and this ultimately could result in our Common Stock being delisted by an exchange.

Regulation and censorship of information disseminated over the Internet in the PRC may adversely affect our business, and we may be liable for content that is displayed on our website.

The PRC has enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of our Internet information is deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of our customers or users of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in the PRC.

To the extent cash or assets in our business are in Hong Kong or held by our Hong Kong subsidiary, such cash or assets may not be available to fund our operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government.

As a holding company, we may rely on dividends and other distributions from Acellent, our Hong Kong subsidiary, for our cash requirements. There are currently no restrictions or limitations under Hong Kong law on the conversion of Hong Kong dollars into foreign currencies or the remittance of currencies out of Hong Kong, or on the ability of Acellent to transfer cash to us or to pay dividends. However, if the PRC government were to impose restrictions or limitations on our or Acellent’s ability to transfer cash or assets, the cash or assets of Acellent may not be available to fund our operations or for other use outside of Hong Kong. In addition, if Acellent incurs debt on its own behalf, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

Risks Related to Nevada Corporate Laws

Nevada law and our charter documents provide our directors and officers with broad protection from liability, which could reduce stockholder rights.

We are incorporated under the laws of the State of Nevada. Nevada law provides directors and officers with broader discretion in the discharge of their duties, and greater protection from liability, than directors and officers of corporations incorporated in many other states. Except in cases of intentional misconduct, fraud, or a knowing violation of law, Nevada law generally provides that directors and officers are not personally liable to the corporation or its stockholders. As a result, stockholders may have more limited rights to challenge actions of our directors and officers, even when they believe those actions are not in their best interests. This limitation on liability could reduce the likelihood of derivative litigation against our directors and officers and may discourage or prevent stockholders from bringing a lawsuit, even in instances where they believe that directors or officers have acted improperly.

We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs.

Our articles of incorporation and bylaws require us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. We are also required to advance the costs of certain legal defenses upon the indemnitee undertaking to repay such expenses to the extent it is determined that such person was not entitled to indemnification of such expenses. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors, or control persons, the SEC has advised that such indemnification is against public policy and is therefore unenforceable.

Provisions in our articles of incorporation, our bylaws, and Nevada law might discourage, delay or prevent a change in control of our Company or changes in our management and, therefore, depress the trading price of our Common Stock.

Provisions of our articles of incorporation, our bylaws, and Nevada law may have the effect of deterring unsolicited takeovers or delaying or preventing a change in control of our Company or changes in our management, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests. These provisions include:

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the ability of stockholders to call special meetings only upon request of stockholders holding 80% of the shares entitled to vote at the meeting; and

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the “business combinations” and “control share acquisitions” provisions of Nevada law (discussed below), to the extent applicable, could discourage attempts to acquire our stockholders’ stock even on terms above the prevailing market price.

The existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.

Nevada’s anti-takeover statutes could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders.

As a Nevada corporation, we are subject to provisions of the Nevada Revised Statutes (“NRS”) that may have the effect of discouraging, delaying, or preventing a change of control that stockholders may consider favorable. In particular, Nevada’s “business combination” statute (NRS 78.411-78.444) restricts certain transactions between a Nevada corporation and an “interested stockholder” (generally a person who owns 10% or more of the corporation’s voting shares) for up to two years after the person becomes an interested stockholder, unless certain conditions are met. Nevada’s “control share” statute (NRS 78.378-78.3793) also limits the voting rights of a person acquiring a “controlling interest” (generally 20% or more of a corporation’s voting shares), unless approved by the disinterested stockholders. These statutes, and similar provisions in our articles of incorporation and bylaws, may make it more difficult for a third party to acquire control of us without the approval of our board of directors and may discourage potential takeover attempts that stockholders might consider in their best interests.

Risks Related to our Common Stock

Our Common Stock may not develop an active trading market and the price and trading volume of our shares may fluctuate significantly.

Our Common Stock is currently listed on the Nasdaq Capital Market. We cannot predict whether investor interest in us will lead to the development of an active and liquid trading market. If an active trading market does not develop, holders of our shares of Common Stock may have difficulty selling our shares that may now be owned or may be purchased later. Even if an active trading market develops for our shares, the market price of our shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our shares may fluctuate and cause significant price variations to occur.

We do not anticipate paying cash dividends on our Common Stock in the foreseeable future.

We do not anticipate paying cash dividends in the foreseeable future. Presently, we intend to retain all our earnings, if any, to finance development and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in us will be if the market price of our Common Stock appreciates.

Our former Chairman and Chief Executive Officer, Dr. Yi Lu, and our current Chairman and Chief Executive Officer, Dr. Xiaomin Chen, own a substantial portion of our outstanding shares of Common Stock and could each significantly influence the outcome of our corporate matters.

As of October 13, 2026, Dr. Yi Lu “Stanley”, our former Chairman and Chief Executive Officer, beneficially owned approximately 20.30% of our outstanding shares of Common Stock, and Dr. Xiaomin Chen, our Chairman and Chief Executive Officer, beneficially owned approximately 16.34% of our outstanding shares of Common Stock. As a result, each of Dr. Lu and Dr. Chen is able to exercise significant influence over all matters that require us to obtain stockholder approval, including the election of directors to our board and approval of significant corporate transactions that we may consider, such as a merger or sale of our company or its assets. This concentration of ownership in our shares by Dr. Lu and Dr. Chen will limit other stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

The price of our Common Stock may be volatile or may decline regardless of our operating performance, and stockholders may not be able to resell their shares.

The market price of our stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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actual or anticipated fluctuations in our revenue and other operating results;

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the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

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actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

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announcements by us or our competitors of significant products, acquisitions, strategic partnerships, joint ventures, or capital commitments;

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price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

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lawsuits threatened or filed against us; and

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other events or factors, including those resulting from health pandemics, war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.

You will experience dilution if we issue additional equity securities in future financing transactions.

If we issue additional shares of Common Stock, or securities convertible into or exchangeable or exercisable for Common Stock, our stockholders may experience dilution, and any such issuances may result in downward pressure on the price of our Common Stock. We also cannot assure you that we will be able to sell shares or other securities in any future offering at a price per share that is equal to or greater than the price per share paid by our existing stockholders, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.

Nasdaq may apply additional and more stringent criteria for our continued listing because we had a small Initial Public Offering and insiders hold a large portion of our listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the continued listing of securities in Nasdaq, and Nasdaq may use such discretion to apply additional or more stringent criteria for the continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board (“PCAOB”), an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. stockholders, operations, or members of the board of directors or management. Our offering will be relatively small, and our company’s insiders will hold a large portion of the company’s listed securities. Nasdaq might apply the additional and more stringent criteria for our continued listing, which might cause delay or even denial of our continued listing.

If we cannot continue to satisfy the listing requirements and other rules of Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

Although our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

On July 18, 2025, we received a written notice (the “Deficiency Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying us that, for the last 32 consecutive business days, the bid price for our Common Stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice has no immediate effect on the listing or trading of our Common Stock, which will continue to trade on the Nasdaq Capital Market under the symbol “ADVB.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a compliance period of 180 calendar days, or until January 14, 2026 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement.

We did not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period and were not eligible for a second compliance period. On January 16, 2026, we received a letter from Nasdaq notifying us that our Common Stock would be subject to delisting unless we timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). We requested a hearing on January 21, 2026, which stayed the suspension of our Common Stock pending the Panel’s decision. To regain compliance, we effected the Reverse Stock Split, which became effective on February 13, 2026, and our Common Stock began trading on a split-adjusted basis on February 20, 2026. On March 12, 2026, the Panel notified us that we had regained compliance with the Minimum Bid Price Requirement, and that we will be subject to a Panel monitor for a period of one year. If, during the monitor period, we fail to satisfy any continued listing requirement, we will not be permitted to provide Nasdaq with a plan of compliance, and Nasdaq will not be permitted to grant us additional time to regain compliance; instead, we would be issued a delist determination letter, and although we could request a new hearing, there can be no assurance that the Panel would grant us continued listing.

In addition, under Nasdaq Listing Rule 5810(c)(3)(A)(iv), because we have effected a reverse stock split within the prior one-year period (and have effected reverse stock splits with a cumulative ratio of 100 shares or more to one over the prior two-year period, taking into account our 1-for-5 reverse stock split effected in October 2024 and the 1-for-20 Reverse Stock Split), if our Common Stock again fails to meet the Minimum Bid Price Requirement, we would not be eligible for any compliance period and Nasdaq would issue a delisting determination. We cannot assure you that the market price of our Common Stock will remain above $1.00 per share, and the Reverse Stock Split may reduce the liquidity of our Common Stock.

If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

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limited availability for market quotations for our securities;

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reduced liquidity with respect to our securities;

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a determination that our Common Stock is a “penny stock,” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Stock;

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limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The market price of our Common Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. In particular, our Common Stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock price run-ups, may be unrelated to our actual or expected operating performance, financial condition or prospects.

The market price of our Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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actual or anticipated fluctuations in our revenue and other operating results;

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the sale of Resale Shares by the Selling Stockholder in the open market;

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the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

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announcements by us or our competitors of significant services or features, technical innovations, acquisitions, strategic relationships, joint ventures, or capital commitments;

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price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

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lawsuits threatened or filed against us; and

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other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

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In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. In the event that we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Holders of our Common Stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Common Stock. As a result of this volatility, investors may experience losses on their investment in our Common Stock. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our company’s financial performance and public image, negatively affect the long-term liquidity of our Common Stock, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Common Stock and understand the value thereof.

Shares eligible for future sale may adversely affect the market price of our Common Stock, as the future sale of a substantial amount of outstanding Common Stock in the public marketplace could reduce the price of our Common Stock.

The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Common Stock. As of October 13, 2026, 1,652,133 shares of our Common Stock were outstanding. The 200,000 shares issued in our January 2026 private placement, the 82,536 commitment fee shares issued under the ELOC Agreement and the 270,000 shares issued in the acquisition of Acellent are “restricted securities” that may become eligible for resale under Rule 144. Certain Common Stock are “restricted securities” as defined in Rule 144, as they are subject to lock-up in connection with our Initial Public Offering. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

We became a public company in March 2025. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the SEC and the Nasdaq Capital Market require significantly heightened corporate governance practices for public companies. We expect that these rules and regulations will increase our legal, accounting and financial compliance costs and will make many corporate activities more time-consuming and costly.

We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. In the event that we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Common Stock could decline.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

We are a publicly listed company in the United States. As a publicly listed company, we will be required to file quarterly and annual reports with the Securities and Exchange Commission. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

ITEM 1B. Unresolved Staff Comments

Not applicable.

ITEM 1C. Cybersecurity

We recognize the importance of identifying, assessing, and managing material risks from cybersecurity threats, as defined in Item 106(a) of Regulation S-K. Our risk management program is designed to detect, evaluate, and mitigate cybersecurity risks, and is informed by applicable laws, regulations, and industry best practices.

Our Chief Executive Officer oversees our cybersecurity program and leads our incident response efforts. The incident response team is cross-functional, drawing members from cybersecurity, IT support, software engineering, compliance, legal, contractors, and partners.

When a potential incident is detected, the cybersecurity team validates it before escalating to the incident response team for triage. Significant incidents are escalated to executive management. Response actions such as allocating resources, setting priorities, creating action plans, and notifying external parties are directed by the Chief Executive Officer in coordination with the cross-functional working group. We also consult outside counsel on materiality assessments and disclosure decisions, with executive management making the final determinations.

During the fiscal year ended June 30, 2026, we did not identify any cybersecurity threats that materially affected, or are reasonably likely to materially affect, our strategy, operations, or financial condition. However, no program can eliminate all risks, and we cannot guarantee that undetected incidents have not occurred. See Part I, Item 1A. “Risk Factors” of this Annual Report for further details.

ITEM 2. Properties

Following the disposition of our Taiwan subsidiary on June 30, 2026, our operations and research and development activities are based in Hong Kong. Our principal executive office is located at Units No. 12, 12th Floor, Tower 1, W MEGA, No. 251 Texaco Road and No. 28 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong. Our Hong Kong premises support our day-to-day operations and the research and development of FinTruth.

ITEM 3. Legal Proceedings

We may from time to time be subject to legal and administrative proceedings and claims that arise in the ordinary course of business. We are not aware of any pending or threatened material legal or administrative proceedings against us. We do not believe that any claims exist where the outcome of such matters would have a material adverse effect on our consolidated financial position, operating results or cash flows. However, there can be no assurance such legal proceedings will not have a material impact on future results.

ITEM 4. Mine Safety Disclosures

Not applicable.

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Common Stock trades on the Nasdaq Capital Market under the symbol “ADVB.”

Holders of Record

As of October 13, 2026, we had approximately 1,652,133 holders of record of our Common Stock, including CEDE & CO. The number of beneficial owners may be substantially greater than the number of stockholders of record because our Common Stock may be held in “street name” by brokers, banks, and other financial institutions.

Dividend Policy

We have never declared or paid any cash dividends on our Common Stock, and we do not anticipate paying any cash dividends on our shares in the foreseeable future. It is presently intended that we will retain our earnings for future operations and expansion.

Within the organization, investor cash inflows have all been received by Advanced Biomed Inc., the parent Nevada entity. Cash to fund our operations is transferred from: (i) the Nevada parent to its operating companies through capital contributions; and (ii) operating companies to other operating companies through capital contributions.

As a holding company, Advanced Biomed Inc. may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. If any of our subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. As of the date of this Report, neither we nor any of our subsidiaries have ever paid dividends or made distributions.

We had a net loss in fiscal years 2026 and 2025 does not expect to distribute earnings in the near future. Going forward, Advanced Biomed intends to continue to invest profit generated from its business operations to invest in new markets or business lines.

Recent Sales of Unregistered Securities

On January 28, 2026, we entered into a securities purchase agreement with certain investors relating to the issuance and sale of 4,000,000 shares of common stock (200,000 shares as adjusted for the Reverse Stock Split) at $0.062 per share for a total purchase price of $248,000. The issuance of the securities were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On January 30, 2026, pursuant to the ELOC Agreement with Helena Global Investment Opportunities I Ltd. (the “Investor”), we issued 1,650,710 shares of Common Stock (82,536 shares as adjusted for the Reverse Stock Split) to the Investor as the consideration for its commitment under the Agreement, with an aggregate value of $500,000 at the time of issuance, thereby fulfilling its obligation under the Agreement. The issuance of the securities were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On April 2, 2026, we entered into a Share Purchase Agreement on April 2, 2026, with Acellent and Mr. Xiaomin Chen, as the sole shareholder of Acellent, to acquire 100% of the equity interest in Acellent in exchange for the issuance of 270,000 shares of the Company’s common stock, valued at $4.00 per share, for an aggregate estimated consideration of $1,080,000. The shares was issued on April 30, 2026 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Use of Proceeds from our Initial Public Offering

On March 7, 2025, we completed our Initial Public Offering of 1,640,000 shares of Common Stock (82,000 shares as adjusted for the Reverse Stock Split) at a public offering price of $4.00 per share (pre-Reverse Stock Split), pursuant to our registration statement on Form S-1 (File No. 333-272110), which was declared effective by the SEC on February 11, 2025. We received gross proceeds of approximately $6.56 million and net proceeds of approximately $5.60 million. There has been no material change in the planned use of proceeds from our Initial Public Offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) on March 6, 2025. As of June 30, 2026, we had used approximately $3.60 million of the net proceeds from our Initial Public Offering, of which approximately 70% was used for research and development, 10% for marketing and promotional activities, and 20% for general working capital.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. Reserved

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Report. This discussion and analysis and other parts of this Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Report. You should carefully read the “Risk Factors” section of this Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

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

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

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On December 23, 2025, the Company entered into a sale and purchase agreement to sell 100% of its equity interest in Advanced Biomed HK Limited (and its subsidiary) to a third party for a total cash consideration of $23,000.

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On June 30, 2026, the Company entered into a sale and purchase agreement to sell 100% of its equity interest in Advanced Biomed Inc. (Taiwan) to a third party for an aggregate cash consideration of $490,000.

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

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

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

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

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

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

Results of Operations

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

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

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

	Years Ended June 30,			Increase (Decrease)
	2026			2025		Amount	%
	US$			US$		US$
Revenue		127,637			—		127,637		NM

Operating expenses:
Stock-based compensation		1,734,009			—		1,734,009		NM
General and administrative expenses		4,627,170			1,086,470		3,540,700		326	%
Total operating expenses		6,361,179			1,086,470		5,274,709		485	%

Other income (expense):
Interest expense		(7,014	)		—		(7,014	)	NM
Other expense, net		(21,925	)		—		(21,925	)	NM
Total other expenses, net		(28,939	)		—		(28,939	)	NM

Loss before income taxes		(6,262,481	)		(1,086,470	)	(5,176,011	)	476	%
Income tax benefit		1,205			—		1,205		NM
Net loss from continuing operations		(6,261,276	)		(1,086,470	)	(5,174,806	)	476	%
Net loss from discontinued operations, net of tax		(1,077,064	)		(2,172,499	)	1,095,435		(50	)%
Gain on disposal of subsidiaries, net of tax		14,015,417			—		14,015,417		NM
Net income (loss) from discontinued operations, net of tax		12,938,353			(2,172,499	)	15,110,852		(696	)%
Net income (loss) for the year		6,677,077			(3,258,969	)	9,936,046		(305	)%

Revenue

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

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

Stock-based compensation

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

General and Administrative Expenses

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

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

	Years Ended June 30,		Increase (Decrease)
	2026		2025		Amount	%
	US$		US$		US$
Professional fees		760,688		1,003,489		(242,801	)	(24	)%
Staff costs and benefits		306,538		81,743		224,795		275	%
Board compensation		42,000		—		42,000		NM
Provision for expected credit losses		2,918,909		—		2,918,909		NM
Non-cash commitment fee		500,000		—		500,000		NM
Listing and regulatory fees		92,500		—		92,500		NM
Office and other expenses		6,535		1,238		5,297		428	%
Total		4,627,170		1,086,470		3,540,700		326	%

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

Total Other Expenses, Net

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

Net Loss from Continuing Operations

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

Net Income (Loss) from Discontinued Operations, net of tax

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

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

Net Income (Loss) for the Year

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

Liquidity and Capital Resources

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

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

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

Cash Flows

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

Cash Flow Summary	Years Ended June 30,
(in U.S. dollars)	2026			2025
Net cash used in operating activities - continuing operations		(961,341	)		(2,308,369	)
Net cash used in operating activities - discontinued operations		(985,602	)		(3,516,686	)
Net cash used in investing activities - continuing operations		(2,581,850	)		-
Net cash provided by (used in) investing activities - discontinued operations		75,763			(31,650	)
Net cash provided by financing activities - continuing operations		1,326,215			5,768,775
Net cash provided by financing activities - discontinued operations		641,757			165,526
Effect of exchange rate changes on cash - continuing operations		(10,479	)		-
Effect of exchange rate changes on cash - discontinued operations		(22,843	)		218,346
Net (decrease) increase in cash		(2,518,380	)		295,942

Operating Activities

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

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

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

Investing Activities

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

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

Financing Activities

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

Net cash provided by financing activities was $5,934,301 in fiscal 2025, comprising $5,768,775 from continuing operations and $165,526 from discontinued operations. The fiscal 2026 issuance of $500,000 of common stock for commitment fees and $1,734,009 of common stock as a share-based payment in connection with the Acellent transaction were noncash transactions.

On July 14, 2026, the Company delivered notice to terminate its equity line of credit arrangement. The termination became effective on July 21, 2026. See Note 15 to the consolidated financial statements.

Material Cash Requirements

Our material cash requirements primarily relate to personnel, technology infrastructure, software development, professional services and other costs of our continuing operations. Following the dispositions of our historical biotechnology businesses, we no longer fund their laboratory operations and clinical development activities.

As of June 30, 2026, we had no non-current liabilities presented in the consolidated balance sheet. Our near-term cash requirements include the settlement of current liabilities and the funding of continuing operations. We intend to meet these requirements through available cash, cash generated from operations, collections of receivables and, if necessary, additional financing. The timing and amount of receivable collections may differ from our expectations, and additional financing may not be available on acceptable terms.

Liquidity Position and Working Capital

The following table presents a summary of our working capital position as of June 30, 2026 and 2025:

	As of June 30,		Increase (Decrease)
	2026		2025
	US$		US$		US$
Total current assets		13,749,512		22,382,323		(8,632,811	)
Total current liabilities		1,473,989		19,238,880		(17,764,891	)
Net current assets		12,275,523		3,143,443		9,132,080

As of June 30, 2026, working capital was $12,275,523, compared with $3,143,443 as of June 30, 2025. Current assets as of June 30, 2026 included $12,959,826 net due from former subsidiaries and a $402,151 net receivable from the buyer of the Taiwan subsidiary. Because these receivables constitute a substantial portion of current assets, reported working capital does not represent cash immediately available for operations. The June 30, 2025 balance sheet also included assets and liabilities of businesses subsequently disposed of, which affects comparability between the two dates.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Their preparation requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures. We base these estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates. Critical accounting policies includes revenue recognition, stock-based compensation, provision for expected credit losses, acquisition and disposal of subsidiaries. Please refer the Note 3 to the consolidated financial statements for more details of the these accounting policies.

The critical accounting estimates discussed below involve significant judgment and uncertainty and have had, or are reasonably likely to have, a material effect on our financial condition or results of operations.

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

Use of Estimates and Assumptions

Significant estimates and judgments reflected in our consolidated financial statements include the expected credit losses on amounts due from former subsidiaries and other receivables, the measurement of gains on the disposal of subsidiaries, the classification and presentation of discontinued operations, and the valuation and accounting for equity transactions, including shares issued for services. Actual results could differ from these estimates.

Valuation of Shares Issued for Services

During the year ended June 30, 2026, the Company issued common shares for compensation for seller accepting the position of CEO and director of the Company of $1,734,009 and for a commitment fee of $500,000 which were recognized in operating expenses.

Accounting for these transactions required management to evaluate the terms of the arrangements, identify the services received, and determine the measurement and timing of the related expense. The measurement of the shares issued for services involved judgment regarding their fair value. Changes in the underlying facts or valuation assumptions could have affected the amounts recognized.

Revenue Recognition

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

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

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

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

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

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

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

Accounting for Discontinued Operations

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

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

See Note 5 — Discontinued Operations for additional information.

Expected Credit Losses on Amounts Due from Former Subsidiaries

As of June 30, 2026, the Company reported $12,959,826 due from former subsidiaries, net of an allowance for expected credit losses. These receivables arose from amounts due from the discontinued operations including Taiwan, Hong Kong and Shanghai entities following their dispositions.

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

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents and amounts due from former subsidiaries. The Company maintains its cash with financial institutions that management believes to be of high credit quality and monitors its exposure to those institutions.

As of June 30, 2026, the Company had cash and cash equivalents from continuing operations of $385,535 and amounts due from former subsidiaries of $12,959,826, net of the allowance for expected credit losses. The recoverability of the latter balances depends on the former subsidiaries’ ability to repay. Management evaluates those balances for expected credit losses as described above.

Liquidity Risk

Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they become due. The Company manages this risk by monitoring its cash position, expected operating cash needs, anticipated collections of receivables, and available sources of financing.

As of June 30, 2026, the Company had cash and cash equivalents from continuing operations of $385,535 and working capital of $12,275,523, compared with $31,139 and $3,143,443, respectively, as of June 30, 2025. A substantial portion of the Company’s working capital as of June 30, 2026 consisted of amounts due from former subsidiaries. Accordingly, its liquidity depends in part on the timing and amount of collections of those receivables.

Impact of Inflation

Inflation did not have a material effect on the Company’s results of operations for the years ended June 30, 2026 and 2025. Following the disposition of its historical biotechnology operations, the Company’s continuing operating costs primarily include personnel, professional services, technology infrastructure, software development, and other general corporate expenses. Increases in these costs could affect the Company’s future results of operations.

Seasonality

The Company has not observed significant seasonal trends in its continuing operations. Because its current business has a limited operating history, the Company cannot yet determine whether its results will be subject to material seasonal variations in future periods.

Trend Information

The Company’s operating results for the fiscal year ended June 30, 2026 reflect a significant transition in its business following the divestiture of its historical biotechnology operations and the acquisition of Acellent Technologies. As a result, the Company’s historical results of operations may not be indicative of its future financial performance.

The Company expects its future operating results to be increasingly dependent on the commercialization and development of its artificial intelligence and financial algorithmic software technologies, its ability to expand its customer base and generate recurring revenue, and its ability to manage personnel, technology infrastructure, professional services, and other operating costs associated with its new business focus.

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

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to certain market risks in the ordinary course of its business. Market risk represents the potential loss arising from adverse changes in market rates and conditions, including interest rates and foreign currency exchange rates. The Company does not currently use derivative financial instruments to manage its exposure to market risks.

Interest Rate Risk

As of June 30, 2026, the Company had no outstanding bank borrowings. The amount due to Jie Wang included $600,000 of loan principal and $7,014 of accrued interest. The Company also held cash and cash equivalents with financial institutions, on which interest income may vary with market rates. The effect of changes in interest rates on the Company’s future results will depend on the terms of its outstanding and future financing arrangements and the amount of cash held.

Credit Risk

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

The Company’s cash deposits are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. In Hong Kong, an individual entity’s deposit maintained at a bank is insured for a maximum of HKD800,000 (equivalent to approximately $102,000) in the event of bank failure. In the U.S., the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. As of June 30, 2026, a cash balance of $140,439 was maintained at financial institutions in Hong Kong, of which approximately $38,438 was not insured; and cash balance of $245,096 was maintained at financial institutions in the U.S., of which nil was not insured.

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

Foreign Exchange Risk

The Company’s reporting currency is the U.S. dollar. Certain operations and transactions of Acellent Technologies are denominated in currencies other than the U.S. dollar. Consequently, changes in exchange rates may affect the U.S. dollar amounts reported in the Company’s consolidated financial statements.

For the years ended June 30, 2026 and 2025, the Company reported a foreign currency translation loss of $372,814 and a foreign currency translation gain of $218,346, respectively, in other comprehensive income (loss). The Company does not currently use derivative financial instruments to hedge its foreign currency exposure. Future exchange rate fluctuations may affect its reported financial position and comprehensive income (loss).

Recent Accounting Pronouncements

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

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

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

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

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

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

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

ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk

As a “smaller reporting company” we are not required to provide information required by this Item.

ITEM 8. Financial Statements and Supplementary Data

Reference is made to pages F-1 through F-24 comprising a portion of this Report, which are incorporated herein by reference.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all potential misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, our management, including our chief executive officer and chief financial officers, assessed the effectiveness of internal control over financial reporting as of June 30, 2026 using the criteria set forth in the report “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the management concluded that our internal control over financial reporting was ineffective as of June 30, 2026.

The material weaknesses identified relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently trained finance and accounting personnel, as well as comprehensive accounting policies in accordance with U.S. GAAP financial reporting; and (ii) our internal control policy does not have a proper approval mechanism, and our lack of internal controls on performing periodic reviews of user accounts and their level of authorization in the financial systems. We plan to implement a number of measures to remedy these material weaknesses. To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives to improve our internal control over financial reporting to address the material weaknesses that have been identified, including: (i) obtain additional resources, including experienced staff with U.S. GAAP and SEC reporting knowledge, to strengthen the financial reporting function and to set up financial and system control framework; (ii) conducting regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend external U.S. GAAP training courses; and (iii) optimizing our financial systems by establishing a proper approval mechanism and performing periodic reviews of users accounts and their level of authorization.

ITEM 9B. Other Information

Not Applicable.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Listed below are the names of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they commenced service with the Company.

Name	Age	Position with the Company
Xiaomin Chen, Ph.D.	49	Chairman of the Board and Chief Executive Officer
Mingze Yin	36	Director and Chief Financial Officer
Jing Zhang	47	Independent Director and Chair of the Audit Committee
Cheang I Kei	30	Independent Director and Chair of the Compensation Committee
Mingyue Cai	48	Independent Director and Chair of the Nominating and Corporate Governance Committee

Dr. Xiaomin Chen has served as our Chief Executive Officer, a member of our board of directors and the Chairman of our board of directors since April 28, 2026. Dr. Chen has over 20 years of experience in artificial intelligence, large language models and financial technology. Since 2019, Dr. Chen has served as the Chief Executive Officer of Acellent, which became our wholly owned subsidiary on April 30, 2026, where he has led the development of Acellent’s financial-domain large language model (FinLLM) and the FinTruth AI verification system. From 2010 to 2019, Dr. Chen served as the Chief Technology Officer of Shanghai Jianshi Network Technology Co., Ltd. From 2006 to 2010, he was a software engineer on the Core Search & AI team at Google Inc., where he received Google’s Annual Outstanding Contribution Award in 2009. Dr. Chen received a Ph.D. in Computer Science from Rutgers University in 2006 and a Bachelor of Science degree in Computer Science from Shanghai Jiao Tong University in 1998. We believe Dr. Chen’s extensive experience in artificial intelligence and financial technology, and his leadership of Acellent, qualify him to serve as a member of our board of directors.

Mr. Mingze Yin has served as our Chief Financial Officer since November 2022 and as a member of our board of directors since March 25, 2026. He has over 11 years of experience in the financial and investment banking industry. He has been the Chief Financial Officer of Shanghai Sglcell Biotech Co., Ltd. since January 2021 and oversees its finance department. From March 2017 to December 2021, Mr. Yin was Director of Shanghai Guangdian Asset Management Co., Ltd., where he participated in all major corporate decisions and financial compliance matters. From February 2020 to November 2020, he was an independent director of TMSR Holding Company Limited (Nasdaq: TMSR) and a member of its Audit Committee, Nominating and Governance Committee, and Compensation Committee. From February 2018 to November 2018, Mr. Yin was the investors relations manager of Planet Green Holdings Corp. (NYSE: PLAG). From November 2015 to February 2017, Mr. Yin was a senior manager of the Investment Banking Department of Zhongshan Securities Co., Ltd. From October 2012 to October 2015, he was the senior audit manager of BDO China Shu Lun Pan Certified Public Accountants LLP. Mr. Yin is a certified internal auditor and obtained his Bachelor of Management from Jiangsu Haiyang University in 2011.

Jing Zhang has served as our independent director and the Chair of the Audit Committee since February 2025. Ms. Zhang has more than 25 years of working experience in financial management. Since July 2013, Ms. Zhang has been the Chief Financial Officer of Shanghai Xun Yang Network Technology Co., Ltd. From September 2022 to February 2023, Ms. Zhang served as an independent director and the chair of the audit committee of Code Chain New Continent Limited Co., Ltd. (NASDAQ: CCNC). From March 2009 to July 2013, Ms. Zhang served as the financial manager of Shanghai Branch of Jiangsu Zi Guang Intelligence Co., Ltd. From March 1999 to February 2009, Ms. Zhang served as the accountant and financial director of the Finance Department of the Eight Five Hospital. Ms. Zhang graduated from Zaozhuang University in 1999.

Cheang I Kei has served as our independent director and the Chair of the Compensation Committee since February 2025. Ms. Cheang has been the legal senior manager at Luso International Banking Ltd. since October 2022. She served as the legal manager at Bank of China (Macau) from May 2019 to October 2022. She was the legal assistant at Luso International Banking Ltd. between August 2016 and May 2019. Ms. Cheang is experienced in corporate governance matters and day to day administrative affairs, which we believe makes her a suitable member to our Board. Ms. Cheang received her bachelor’s degree in Chinese-English translation and interpretation from Macau Polytechnic University in 2016.

Mingyue Cai has served as our independent director and the Chair of the Nominating and Corporate Governance Committee since February 2025. Mr. Cai has been the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development and application. From February 2020 to April 2024, Mr. Cai worked as an independent director and the chair of compensation committee of GD Culture Group Limited (NASDAQ: GDC). From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co., Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade. From June 2004 to October 2009, Mr. Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and retail environmentally friendly cleaning products. Mr. Cai graduated from China Central Radio & TV University in 2015 with a major in administration.

Family Relationships

There are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer.

Board of Directors

All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis.

The board of directors has determined to comply with the Nasdaq Listing Rules with respect to certain corporate governance matters. We also intend to comply with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 within the applicable time frame.

Director Independence

The board of directors has reviewed the independence of our directors, applying the Nasdaq independence standards. Based on this review, the board of directors determined that Jing Zhang, Cheang I Kei, and Mingyue Cai are independent within the meaning of the Nasdaq rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfil their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

Board Committees

Our board of directors established standing committees in connection with the discharge of its responsibilities in February 2025. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors will adopt written charters for each of these committees. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our audit committee is composed of three of our independent directors: Jing Zhang (Chair), Cheang I Kei and Mingyue Cai. The Board has determined that Jing Zhang qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:

●

Oversee the Company’s accounting and the financial reporting processes;

●

Oversee audits of the Company’s financial statements;

●

Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements;

●

Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

●

Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management; and

●

Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm.

Compensation Committee

Our compensation committee is composed of three of our independent directors: Cheang I Kei (Chair), Jing Zhang, and Mingyue Cai. The Compensation Committee will be responsible for, among other matters:

●

reviewing and approving employment agreements and other similar arrangements between us and our executive officers;

●

reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; and

●

appointing and overseeing any compensation consultants or advisors.

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee is composed of three of our independent directors: Mingyue Cai (Chair), Jing Zhang, and Cheang I Kei. The Corporate Governance and Nominating Committee will be responsible for, among other matters:

●

reviewing and making recommendations regarding the structure and composition of our board and the board committees;

●

evaluating the independence of directors and director nominees;

●

developing and recommending to the board corporate governance principles and practices;

●

reviewing and monitoring the Company’s code of business conduct; and

●

overseeing the evaluation of the Company’s management.

Code of Ethics

We have adopted our code of business conduct (the “code of business conduct”) that applies to all directors, executive officers and employees, which is available on our website at www.advb.ai. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business conduct and charters for each of our board committees will be provided without charge upon request from us and will be posted on our company website. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.

Recovery of Erroneously Awarded Compensation

We have adopted an executive incentive compensation recovery policy pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”) to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement, which became effective in February 2025.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, and by the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Report.

Involvement in Certain Legal Proceedings

To our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company.

Outstanding Equity Awards

There were no outstanding equity awards as of June 30, 2026.

Role of Board in Risk Oversight Process

Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of the Company and our stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate.

While management is responsible for assessing and managing risks to the Company, our board of directors is responsible for overseeing management’s efforts to assess and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the Commission. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended June 30, 2026, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were not filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

ITEM 11. Executive Compensation

This section discusses the material components of the executive compensation program for our named executive officers for the years ended June 30, 2026 and 2025.

Summary Compensation Table

The following table presents the compensation awarded to or earned by or paid to our current and former executive officers during the fiscal years ended June 30, 2026 and 2025.

Name and Principal Position	Year (FY)		Salary ($)		Bonus ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)	Total ($)
Yi Lu		2026		-		-		-		-		-	-
Former Chairman and CEO		2025		-		-		-		-		-	-
Mingze Yin		2026		120,000		-		-		-		-	-	120,000
CFO		2025		161,743		-		-		-		-	-	161,743
Xiaomin Chen		2026		30,000		-		-		-		-	-	30,000
Chairman and CEO		2025		-		-		-		-		-	-

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards as of June 30, 2026.

Share Incentive Plans

Effective March 30, 2023, our Stock Incentive Plan (the “2023 Plan”) was approved by our Board of Directors. Under the 2023 Plan, the Board of Directors may grant options or purchase rights to purchase Common Stock to officers, employees, and other persons who provide services to us or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 750,000 shares of our Common Stock are subject to the 2023 Plan and maybe either a qualified or non-qualified stock option. The shares issued for the 2023 Plan may be either treasury or authorized and unissued shares. As of June 30, 2026, we have granted no stock options to purchase any shares of our Common Stock under the 2023 Plan.

Employment Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change in Control

Xiaomin Chen. On April 28, 2026, we entered into an employment agreement with Dr. Xiaomin Chen, our Chief Executive Officer, pursuant to which Dr. Chen is entitled to a base salary of US$12,000 per month (US$144,000 per year) and discretionary bonuses as determined by our board of directors, and is eligible to participate in any future share incentive plan. If Dr. Chen’s employment is terminated by us without cause, he is entitled to severance equal to 12 months of base salary, a pro-rated bonus, 12 months of health insurance premiums and full vesting of outstanding equity awards; upon a change of control, he is entitled to 12 months of base salary, a pro-rated bonus and full vesting of equity awards; and if he resigns for good reason, he is entitled to 12 months of base salary. The agreement contains non-competition and confidentiality covenants.

Mingze Yin. We have entered into an employment agreement with Mingze Yin, our Chief Financial Officer, dated November 1, 2025, for a two-year term, renewable by mutual agreement subject to Board approval. Under the agreement, Mr. Yin is entitled to an annual salary of $120,000, payable in monthly installments of $10,000, and is eligible for an annual cash bonus at the discretion of the Board or its duly authorized committee.

Director Compensations

For the fiscal year ended June 30, 2026, we and our subsidiaries paid aggregate cash compensation of approximately $182,000 to our executive and non-executive directors as a group. Our Chief Executive Officer and our Chief Financial Officer are executive directors whose compensation were disclosed under “Item 11 - Executive Compensation - Summary Compensation Table.” We do not pay or set aside any amounts for pensions, retirement or other benefits for directors.

The following table shows the compensation paid to our non-employee directors during the year ended June 30, 2026.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)	Nonequity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Jing Zhang	$	12,000		-		-		-		-		-	$	12,000
Cheang I Kei	$	8,000		-		-		-		-		-	$	8,000
Mingyue Cai	$	12,000		-		-		-		-		-	$	12,000

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information concerning the ownership of our Common Stock as of the date of this Report, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Common Stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group.

Applicable percentage ownership is based on an aggregate of 1,652,133 shares of Common Stock outstanding as of October 13, 2026. The following table sets forth certain information known to us with respect to the beneficial ownership of Common Stock as of that date by (i) each of our directors, (ii) each of our executive officers, (iii) all of our directors and executive officers as a group, and (iv) each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our Common Stock.

We have determined beneficial ownership in accordance with the rules of the SEC, which generally define beneficial ownership to include any shares over which a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, we believe, based on the information furnished to us, that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. None of the stockholders listed in the table are a broker-dealer or an affiliate of a broker dealer.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares⁽²⁾
Directors and Officers
Xiaomin Chen		270,000		16.34	%
Mingze Yin		-		-
Jing Zhang		-		-
Cheang I Kei		-		-
Mingyue Cai		-		-
All officers and directors as a group (five persons)		270,000		16.34	%

5% Stockholders
Yi Lu “Stanley”⁽³⁾		335,400		20.30	%
Lu Yi		100,000		6.05	%

(1)	Unless otherwise indicated, the business address of each of the individuals is Units No. 12, 12th Floor, Tower 1, W MEGA, Non. 252 Texaco Road and No. 28 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong.

(2)	Based on 1,652,133 shares issued and outstanding as of October 13, 2026.

(3)	Excludes 39,999 shares issuable to Dr. Lu pursuant to the termination agreement dated April 28, 2026.

Changes in Control

None.

Securities Authorized for Issuance under Equity Compensation Plans

See “Item 11. Executive Compensation – Share Incentive Plans”

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The Company had no related-party transactions during the years ended June 30, 2026 and 2025, while the financial statements reflect advances received from related parties during both years. The Company has balances with certain stockholders, officers, directors and entities related to them as of June 30, 2026 and 2025. The relationships relevant to the periods presented are summarized below:

Related party		Relationship to the Company
Xiaomin Chen		Chief Executive Officer and Chairman of the Board; Stockholder
Hung To Pau, Ph.D.		Stockholder
Jie Wang		Stockholder of the Company
Well Fancy Development Ltd.		Hung To Pau is the director and stockholder of the entity

The balances with related parties were as follows:

Amounts due to related parties — stockholders

Related party	As of June 30, 2026		As of June 30, 2025
	US$		US$
Xiaomin Chen		36,000		—
Jie Wang		607,014		—
Total		643,014		—

Amounts due to related parties — related corporations, current

Related party	As of June 30, 2026		As of June 30, 2025
	US$		US$
Well Fancy Development Ltd.		435,201		—
Total		435,201		—

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

Related party	As of June 30, 2026		As of June 30, 2025
	US$		US$
Well Fancy Development Ltd.		—		69,975
Total		—		69,975

Note:

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

ITEM 14. Principal Accounting Fees and Services

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by WWC, P.C., our independent registered public accounting firm, for the periods indicated. We did not pay any other fees to our independent registered public accounting firm during the periods indicated below.

WWC, P.C.

	For the Year Ended June 30,
(US$)	2026		2025
Audit fees⁽¹⁾		350,000		350,000
Audit related fees⁽²⁾		-		-
Tax fees⁽³⁾		-		-
All other fees		-		-
Total		350,000		350,000

(1)	“Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and the review of our comparative interim financial information.

(2)	“Audit related fees” means the aggregate fees billed for related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit fees.

(3)	“Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.

Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee is responsible for the oversight of our independent accountants’ work. The policy of our audit committee is to pre-approve all audit and non-audit services provided by WWC, P.C., including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

(1) Consolidated Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID.: 1171)		F-2
Consolidated Balance Sheets as of June 30, 2026 and 2025		F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2026 and 2025		F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2026 and 2025		F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025		F-6
Notes to Consolidated Financial Statements		F-7 – F-24

F-1

$\"\"$

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Advanced Biomed Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Advanced Biomed Inc. and its subsidiaries (collectively, the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\t

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID No.1171

We have served as the Company’s auditor since 2022.

San Mateo, California

October 13, 2026

$\"\"$

F-2

ADVANCED BIOMED INC. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30. 2026 AND 2025

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	As of			As of
	June 30, 2026			June 30, 2025
	US$			US$
Assets
Current assets:
Cash		385,535			31,139
Prepaid expenses and other current assets, net		13,363,977			1,837,705
Due from discontinued operations		—			16,349,752
Current assets of discontinued operations		—			4,163,727
Total current assets		13,749,512			22,382,323

Non-current assets:
Deferred tax assets		1,204			—
Other assets of discontinued operations		—			479,772
Total non—current assets		1,204			479,772
TOTAL ASSETS		13,750,716			22,862,095

Liabilities
Current liabilities:
Accounts payable, accruals, and other current liabilities		1,473,989			780,831
Current liabilities from discontinued operations		—			18,458,049
Total current liabilities		1,473,989			19,238,880

Non-current liabilities:
Amount due to related parties – non-current		—			69,975
Non-current liabilities from discontinued operations		—			75,676
Total non—current liabilities		—			145,651
TOTAL LIABILITIES		1,473,989			19,384,531

Commitments and contingencies (Note 14)

Stockholders’ equity
Common stock $0.001 par value per share; 400,000,000 shares authorized; 1,652,133 and 1,082,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively*		1,652			1,082
Additional paid-in capital		23,862,166			21,367,836
Accumulated deficits		(12,555,967	)		(19,233,044	)
Accumulated other comprehensive income		968,876			1,341,690
Total stockholders’ equity		12,276,727			3,477,564
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		13,750,716			22,862,095

*	Giving retroactive effect to the 1-for-20 reverse share split effected on February 20, 2026.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ADVANCED BIOMED INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

	For the Years Ended June 30,
	2026			2025
	US $			US$
Revenue		127,637			—

Operating expenses:
Stock-based compensation		1,734,009			—
General and administrative expenses		4,627,170			1,086,470
Total operating expenses		6,361,179			1,086,470
Operating loss		(6,233,542	)		(1,086,470	)

Other expense:
Interest expense		(7,014	)		—
Other expenses, net		(21,925	)		—
Total other expenses, net		(28,939	)		—

Loss before income tax expense		(6,262,481	)		(1,086,470	)
Income tax benefit		1,205			—
Loss from continuing operations		(6,261,276	)		(1,086,470	)
Loss from discontinued operations, net of tax		(1,077,064	)		(2,172,499	)
Gain on disposal of subsidiaries, net of tax		14,015,417			—
Net income from discontinued operations, net of tax		12,938,353			(2,172,499	)
Net income (loss) for the year		6,677,077			(3,258,969	)

Other comprehensive income (loss)
Foreign currency translation (loss) gain, net of taxes		(372,814	)		218,346
Total comprehensive income (loss)		6,304,263			(3,040,623	)

Income (loss) per share:
continuing operations, basic and diluted*		(5.00	)		(1.06	)
discontinued operations, basic and diluted*		10.33			(2.12	)
Total basic and diluted*		5.33			(3.18	)

Weighted average number of shares of common stock outstanding:
basic and diluted*		1,252,727			1,026,285

*	Giving retroactive effect to the 1-for-20 reverse stock split effected on February 20, 2026.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ADVANCED BIOMED INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	Common stock		Additional paid-		Accumulated other comprehensive	Accumulated
	No. of shares*		Amount*		in capital*	income		deficits			Total
			US$		US$	US$		US$			US$
Balance as of July 1, 2024		1,000,000		1,000		16,512,989			1,123,344			(15,974,075	)	1,663,258
Net loss		—		—		—			—			(3,258,969	)	(3,258,969	)
Common stock issued for cash		82,000		82		4,854,847			—			—		4,854,929
Foreign currency translation adjustment		—		—		—			218,346			—		218,346
Balance as of June 30, 2025		1,082,000		1,082		21,367,836			1,341,690			(19,233,044	)	3,477,564

Balance as of July 1, 2025		1,082,000		1,082		21,367,836			1,341,690			(19,233,044	)	3,477,564
Net income		—		—		—			—			6,677,077		6,677,077
Private placement		200,000		200		247,800			—			—		248,000
Common stock issued for commitment fee		82,536		83		499,917			—			—		500,000
Issuance of common stock for fractional share adjustments		17,597		17		(17	)		—			—		—
Common stock issued for acquisition of Acellent		270,000		270		12,621			—			—		12,891
Stock-based compensation		—		—		1,734,009			—			—		1,734,009
Foreign currency translation adjustment		—		—		—			(372,814	)		—		(372,814	)
Balance as of June 30, 2026		1,652,133		1,652		23,862,166			968,876			(12,555,967	)	12,276,727

*	Giving retroactive effect to the 1-for-20 reverse stock split effected on February 20, 2026.

The accompanying notes are an integral part of these consolidated financial statements

F-5

ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

	For the Year Ended June 30,
	2026			2025
	US $			US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the year		6,677,077			(3,258,969	)
Net income (loss) from discontinued operations		12,938,353			(2,172,499	)
Net loss from continuing operations		(6,261,276	)		(1,086,470	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Common stock issued for commitment fee		500,000			—
Stock-based compensation		1,734,009			—
Deferred tax benefit		(1,205	)		—
Provision for allowance for expected credit losses		2,918,909			—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		579,866			(1,837,705	)
Accounts payable, accruals and other current liabilities		(431,644	)		615,806
Net cash used in operating activities from continuing operations		(961,341	)		(2,308,369	)
Net cash used in operating activities from discontinued operations		(985,602	)		(3,516,686	)
Net cash used in operating activities		(1,946,943	)		(5,825,055	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash outflow for disposal of subsidiaries		(2,581,850	)		—
Net cash used in investing activities from continuing operations		(2,581,850	)		—
Net cash provided by (used in) investing activities from discontinued operations		75,763			(31,650	)
Net cash used in investing activities		(2,506,087	)		(31,650	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		248,000			5,493,800
Proceeds from related parties		1,078,215			274,975
Net cash provided by financing activities from continuing operations		1,326,215			5,768,775
Net cash provided by financing activities from discontinued operations		641,757			165,526
Net cash provided by financing activities		1,967,972			5,934,301

EFFECT OF EXCHANGE RATE ON CASH FROM CONTINUING OPERATIONS		(10,479	)		—
EFFECT OF EXCHANGE RATE ON CASH FROM DISCONTINUED OPERATIONS		(22,843	)		218,346
Net change in cash, including cash from discontinued operations		(2,518,380	)		295,942

Cash, including cash from discontinued operations — beginning of year		2,903,915			2,607,973
Cash — end of year		385,535			2,903,915
Less cash from discontinued operations		—			(2,872,776	)
Cash from continuing operations, end of year		385,535			31,139

Supplemental disclosure of noncash investing and financing activities:
Common stock issued in settlement of commitment fees	$	500,000			—
Common stock issued for acquisition of Acellent	$	12,891
Stock-based compensation	$	1,734,009			—

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ADVANCED BIOMED INC. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Organization

Advanced Biomed Inc. (the “Company”) was incorporated in the State of Nevada on 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.

See Note 5 — Discontinued Operations for additional information.

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.

F-7

January 2026 Private Placement

In January 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors. Pursuant to the agreement, the Company issued 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:

Name of entity	Place of incorporation	Ownership interest as of June 30, 2026	Ownership interest as of June 30, 2025	Principal activities
Advanced Biomed Inc.	Nevada, United States	N/A	N/A	Investment holding
Acellent Technologies (Hong Kong) Co. Limited (1)	Hong Kong	100%	—	Artificial intelligence and financial algorithmic software-related activities and agency services
Advanced Biomed Inc. (Taiwan) (2)	Taiwan	—	100%	Research and development of microfluidic technologies and cancer screening-related medical device applications
Advanced Biomed HK Limited (3)	Hong Kong	—	100%	Investment holding in the biotechnology sector
Shanghai Sglcell Biotech Co., Ltd. (3)	Mainland China	—	100% (indirect)	Biotechnology-related market development and clinical activities

(1)	The Company acquired 100% of the equity interests in Acellent Technologies (Hong Kong) Co. Limited in April 2026.

(2)	The Company disposed of its entire equity interest in Advanced Biomed Inc. (Taiwan) on June 30, 2026.

(3)	The Company disposed of its entire equity interest in Advanced Biomed HK Limited, including its wholly owned subsidiary, Shanghai Sglcell Biotech Co., Ltd., in December 2025.

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

F-8

LIQUIDITY AND GOING CONCERN

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

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

For the year ended June 30, 2026, although the Company reported net income of $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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

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

(b)

Principles of Consolidation

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

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

(c)

Discontinued Operations

F-9

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

See Note 5 — Discontinued Operations for additional information.

(d)

Use of Estimates

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

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

(e)

Cash

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

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

(f)

Foreign Currency Translation and Transactions

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

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

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

F-10

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

	June 30, 2026		June 30, 2025
US$ to NT$ fiscal year-end rate		31.8500		29.1800
US$ to NT$ average rate		31.0413		32.0919
US$ to HKD fiscal year-end rate		7.8420		7.8500
US$ to HKD average rate		7.8347		7.7900

(g)

Fair Value Measurements

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

●

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.

●

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

●

Level 3 — Unobservable inputs for the asset or liability that are significant to the fair value measurement.

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

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

(h)

Related Parties

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

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

(i)

Credit Losses

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

F-11

(j)

Revenue Recognition

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

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

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

Revenue from contracts with customers consisted of the following:

Revenue by major source	Year ended June 30, 2026		Year ended June 30, 2025
	US$		US$
Agency fee revenue – point in time		127,637		—
Total revenue		127,637		—

(k)

Stock-Based Compensation

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

F-12

(l)

Impairment of Long-Lived Assets

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

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

(m)

Commitments and Contingencies

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

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

(n)

Income Taxes

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

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

The Company recognizes the effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax position will be sustained upon examination by the relevant taxing authority. 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.

(o)

Earnings (Loss) Per Share

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

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

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

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

F-13

(p)

Comprehensive Income (Loss)

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

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

(q)

Segment Reporting

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

The Company has one 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.

(r)

Reverse Stock Split

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.

(s)

Recent Accounting Pronouncements

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

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

F-14

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

ACQUISITION OF ACELLENT

On April 2, 2026, the Company and an independent individual entered into a sale and purchase agreement that the Company agreed to acquire 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.

DISCONTINUED OPERATIONS

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

F-15

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

(a)

The assets and liabilities of disposal entities as of the respective date of disposal were as follows:

	Hong Kong Subsidiary			Taiwan Subsidiary
	As of December 31, 2025			As of June 30, 2026
	US$			US$

Net assets disposal of:
Cash		5,926			2,598,924
Due from Advanced Biomed Inc. (Taiwan)		438,720			-
Prepaid expenses and other current assets, net		889,055			49,989
Equipment, net		155,270			97,023
Right-of-use assets		-			32,432
Other non-current assets, net		214,497			-
Accounts payable, accruals, and other current liabilities		(299,904	)		(397,101	)
Lease liabilities (current and non-current)		-			(32,432	)
Due to the Company		(6,432,919	)		(8,602,603	)
Due to related parties of Hong Kong Subsidiary		(163,706	)		-
Due to Hong Kong Subsidiary		-			(661,516	)
Due to related parties of Taiwan Subsidiary		-			(514,123	)
Tax payable		(180	)		-
Total net liabilities disposed of		(5,193,241	)		(7,429,407	)

F-16

	Hong Kong Subsidiary			Taiwan Subsidiary		Total
	US$			US$		US$

Gain on disposal of subsidiaries:
Total net liabilities disposed of		5,193,241			7,429,407		12,622,648
Release of the translation of subsidiaries in foreign currency charged to other comprehensive loss in prior periods		450,526			429,243		879,769
Cash consideration		23,000			490,000		513,000
		5,666,767			8,348,650		14,015,417

Net cash inflow (outflow) arising from disposal
Cash consideration received during the year		23,000			-		23,000
Cash disposed of		(5,926	)		(2,598,924	)	(2,604,850	)
		17,074			(2,598,924	)	(2,581,850	)

(b)

Summary of Assets and Liabilities of Discontinued Operations

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

	As of		As of
	June 30, 2026		June 30, 2025
	US$		US$
Assets
Current assets:
Cash		—		2,872,776
Prepaid expenses and other current assets, net		—		1,290,951
Total current assets of discontinued operations		—		4,163,727

Non-current assets:
Equipment, net		—		331,346
Right-of-use assets, net		—		65,399
Other non-current assets, net		—		83,027
Total non-current assets of discontinued operations		—		479,772
Total assets of discontinued operations		—		4,643,499

Liabilities
Current liabilities:
Accounts payable, accruals, and other current liabilities		—		2,072,486
Amounts due to the Company		—		16,349,752
Current lease payable		—		35,811
Total current liabilities of discontinued operations		—		18,458,049

Non-current liabilities:
Non-current lease payable		—		5,879
Amount due to related parties – non-current		—		69,797
Total non-current liabilities of discontinued operations				75,676
Total liabilities of discontinued operations		—		18,533,725

F-17

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.

(c)

Summary of Results of Discontinued Operations

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

	For the Year Ended June 30,
	2026			2025
	US$			US$
Operating expenses:
Research and development expenses		869,823			909,771
General and administrative expenses		443,126			1,024,795
Total operating expenses		1,312,949			1,934,566
Operating loss		(1,312,949	)		(1,934,566	)

Other income (expense):
Interest income		457			24,915
Other income (expense), net		235,428			(262,848	)
Total other income (expense), net		235,885			(237,933	)
Loss before tax expense		(1,077,064	)		(2,172,499	)
Income tax expense		-			-
Loss incurred in discontinued operations		(1,077,064	)		(2,172,499	)
Gain on disposal of subsidiaries, net of tax		14,015,417			-
Net income from discounted operations, net of tax		12,938,353			(2,172,499	)

F-18

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets consisted of the following:

	As of June 30, 2026			As of June 30, 2025
Other receivables		490,000			—
Amount due from former subsidiaries		15,032,243			—
Advances to suppliers		2,000			—
Prepayment		—			1,837,705
Total prepaid expenses and other current assets		15,524,243			1,837,705
Less: Allowance for expected credit losses		(2,160,266	)		-
Total prepaid expenses and other current assets, net		13,363,977			1,837,705

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:

	As of June 30, 2026			As of June 30, 2025
Beginning balance, July 1		—			—
Provision for allowance for expected credit losses for the year		2,918,909			—
Written off during the year		(758,643	)		—
Ending balance, June 30		2,160,266			—

ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES

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

	As of June 30, 2026		As of June 30, 2025
Accrued payroll		142,147		85,743
Other payables		21,953		246,988
Amount due to related parties – current		1,078,215		—
Accrued Liabilities		231,674		448,100
Total Accounts payable, accruals, and other current liabilities		1,473,989		780,831

F-19

EQUITY

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.

INCOME TAXES

Advanced Biomed Inc. is incorporated in the State of Nevada and is subject to U.S. federal income tax at a statutory rate of 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%.

F-20

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:

	For the years ended June 30
	2026			2025
	US$			US$
Current income tax expense		—			—
Deferred income tax benefit - Hong Kong income tax		(1,205	)		—
Total income tax benefit from continuing operations		(1,205	)		—

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

	For the years ended June 30
	2026			2025
	%			%
Tax at U.S. federal statutory rate		21.00			21.00
State and local income taxes, net of federal effect		—			—
Foreign tax effects		(0.03	)		—
Changes in valuation allowance		(13.46	)		(21.00	)
Nondeductible expenses		(7.49	)		—
Effective tax rate		0.02			0.00

The components of deferred tax assets were as follows:

	As of June 30, 2026			As of June 30, 2025
	US$			US$
Net operating loss carryforwards		725,157			494,013
Allowance for expected credit losses		612,971			—
Gross deferred tax assets		1,338,128			494,013
Less: valuation allowance		(1,336,924	)		(494,013	)
Deferred tax assets, net		1,204			—

F-21

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 and nil, 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 approximately nil and $10,815,272, respectively, which consists of Taiwan net operating loss carry forwards nil and $5,824,336, China net operating loss carry forwards of nil and $4,896,250 and Hong Kong net operating loss carry forwards of nil and $94,686, respectively.

10.

STOCK INCENTIVE PLAN

Effective from March 30, 2023, the Stock Incentive Plan (the “2023 Plan”) was approved by the Company’s Board of Directors. Under the 2023 Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 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 granted no stock options to purchase any shares of the common stock under the 2023 Plan.

11.

RELATED PARTY TRANSACTIONS

Related party		Relationship to the Company
Xiaomin Chen		Chief Executive Officer and Chairman of the Board; Stockholder
Hung To Pau, Ph.D.		Stockholder
Jie Wang		Stockholder of the Company
Well Fancy Development Ltd.		Hung To Pau is the director and stockholder of the entity

The balances with related parties were as follows:

Amounts due to related parties — stockholders

Related party	As of June 30, 2026		As of June 30, 2025
	US$		US$
Xiaomin Chen		36,000		—
Jie Wang		607,014		—
Total		643,014		—

F-22

Amounts due to related parties — related corporations, current

Related party	As of June 30, 2026		As of June 30, 2025
	US$		US$
Well Fancy Development Ltd.		435,201		—
Total		435,201		—

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

Related party	As of June 30, 2026		As of June 30, 2025
	US$		US$
Well Fancy Development Ltd.		—		69,975
Total		—		69,975

Note:

12.

SEGMENT INFORMATION

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 has one 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:

	For the years ended June 30, 2026			For the years ended June 30, 2025
	US$			US$
Revenue		127,637			—
Stock-based compensation		(1,734,009	)		—
General and administrative expenses		(4,627,170	)		(1,086,470	)
Other items, net		(27,734	)		—
Loss from continuing operations		(6,261,276	)		(1,086,470	)

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.

F-23

13.

CONCENTRATIONS AND RISKS

Credit Risk

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

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.

14.

COMMITMENTS AND CONTINGENCIES

Contingencies

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

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

15.

SUBSEQUENT EVENTS

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

Termination of Equity Line of Credit

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

F-24

(2) Financial Statement Schedules

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

(3) Index of Exhibits

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

Exhibit	Description	Incorporated by Reference
		Form	File No.	Exhibit	Filing Date
2	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1†	Spin-Off Agreement, dated December 23, 2025, by and among Advanced Biomed Inc., Advanced Biomed (HK) Limited and Wei Ha Hui	8-K	001-42548	2.1	December 30, 2025
2.2	Share Purchase Agreement, dated April 2, 2026, by and among Advanced Biomed Inc., Acellent Technologies (Hong Kong) Co. Limited and Xiaomin Chen	8-K	001-42548	10.1	April 3, 2026
2.3	Share Purchase Agreement, dated June 30, 2026, between Advanced Biomed Inc. and Miaozhu Zhao relating to Advanced Biomed Inc. (Taiwan)	8-K	001-42548	10.1	June 30, 2026
3	Certificate of Incorporation and Bylaws
3.1	Amended and Restated Memorandum and Articles of the Company	S-1	333-288907	3.1	July 23, 2025
3.2	Corporate Bylaws	S-1	333-288907	3.2	July 23, 2025
3.3	Certificate of Amendment to the Articles of Incorporation of the Company, filed with the Nevada Secretary of State on February 3, 2026	8-K	001-42548	3.1	February 26, 2026
4	Instruments Defining the Rights of Security Holders, Including Indenture.
4.1	Specimen Stock Certificate evidencing the shares of common stock	S-1	333-288907	4.1	July 23, 2025
4.2*	Description of Capital Stock	-	-	-	-
10	Material Contracts
10.1	Employment Agreement with the Chief Financial Officer	S-1	333-288907	10.1	July 23, 2025
10.2	2023 Equity Incentive Plan	S-1	333-288907	10.2	July 23, 2025
10.3	Advisory Agreement between Advanced Biomed Inc. and Lin Chien Huang	S-1	333-288907	10.3	July 23, 2025
10.4	Advisory Agreement between Advanced Biomed Inc. and Zhou Caicun	S-1	333-288907	10.4	July 23, 2025
10.5	Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc.	S-1	333-288907	10.5	July 23, 2025
10.6	Non-Disclosure Agreement between Advanced Biomed Inc. and Unimold Technology Inc.	S-1	333-288907	10.6	July 23, 2025
10.7	Industrial Cooperation Research Agreement between TSRI and Advanced Biomed Inc.	S-1	333-288907	10.7	July 23, 2025
10.8	Investment Agreement between Advanced Biomed Inc. and Hanyu Assets Co., Ltd.	S-1	333-288907	10.8	July 23, 2025
10.9	Investment Agreement between Advanced Biomed Inc. and Newlink Technology Inc.	S-1	333-288907	10.9	July 23, 2025
10.10	Debt-for-Equity Swap Agreement	S-1	333-288907	10.10	July 23, 2025
10.11	Renewed Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc.	S-1	333-288907	10.12	July 23, 2025
10.12	Purchase Agreement, dated June 6, 2025, between Advanced Biomed Inc. and Helena Global Investment Opportunities I Ltd. (terminated effective July 21, 2026)	8-K	001-42548	99.1	June 6, 2025
10.13	Supplemental Agreement, dated January 26, 2026, by and among Advanced Biomed Inc., Advanced Biomed (HK) Limited and Wei Ha Hui	8-K	001-42548	10.1	January 27, 2026
10.14	Form of Securities Purchase Agreement, dated January 28, 2026	8-K	001-42548	10.1	February 2, 2026
10.15	Loan Agreement, dated April 13, 2026, between Advanced Biomed Inc. and Jie Wang	8-K	001-42548	10.1	April 14, 2026

10.16	Termination Agreement, dated April 28, 2026, between Advanced Biomed Inc. and Yi Lu	8-K	001-42548	10.1	May 1, 2026
10.17	Employment Agreement, dated April 28, 2026, between Advanced Biomed Inc. and Xiaomin Chen	8-K	001-42548	10.2	May 1, 2026
14.1	Code of Business Conduct and Ethics of the Registrant	S-1	333-288907	99.1	July 23, 2025
19.1	Insider Trading Policies and Procedures	10-K	001-42548	19.1	October 8, 2025
21.1*	Subsidiaries of the Registrant	-	-	-	-
31.1*	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	-	-	-	-
31.2*	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	-	-	-	-
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350	-	-	-	-
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350	-	-	-	-
97.1	Policy Relating to Recovery of Erroneously Awarded Compensation	S-1	333-288907	99.5	July 23, 2025
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

*	Filed herewith

**	Furnished herewith

ITEM 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 13, 2026	Advanced Biomed Inc.

	By:	/s/ Xiaomin Chen
		Xiaomin Chen
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Xiaomin Chen	Chief Executive Officer and Chairman of the Board	October 13, 2026
Xiaomin Chen	(Principal Executive Officer)

/s/ Mingze Yin	Chief Financial Officer and Director	October 13, 2026
Mingze Yin	(Principal Financial and Accounting Officer)

/s/ Jing Zhang	Director	October 13, 2026
Jing Zhang

/s/ Cheang I Kei	Director	October 13, 2026
Cheang I Kei

/s/ Mingyue Cai	Director	October 13, 2026
Mingyue Cai

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