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.

January 2026 Private Placement

In January 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors. Pursuant to the agreement, the Company issued 200,000 shares of common stock (representing 4,000,000 shares on a pre-split basis) for gross proceeds of $248,000. The proceeds from this private placement are intended to be used for general corporate purposes and working capital. All share counts related to this offering have been retroactively adjusted to reflect the 1-for-20 Reverse Split that occurred on February 20, 2026.

Issuance of Common Stock for Commitment Fee

In January 2026, prior to the Reverse Split, the Company issued shares of common stock with an aggregate fair value of $500,000 to an institutional investor as a commitment fee in connection with a securities purchase agreement. The issuance was recognized as a non-cash financing expense. The underlying share count has been retroactively restated to reflect the Reverse Split.

Reverse Stock Split

On February 3, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to effect a 1-for-20 reverse stock split of its common stock. The Reverse Split became effective at the open of trading on The Nasdaq Capital Market on February 20, 2026. All share and per-share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the Reverse Split for all periods presented.

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

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