Discontinued Operations

12 Months Ended

Jun. 30, 2026

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

5.

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.

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	)

		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

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	)