UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _____________ to ___________________
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
and No. 28 Wang Lung Street,
Tsuen Wan,
(Address of principal executive offices)
Telephone:
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s): | Name of Each Exchange on Which Registered: | ||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 12, 2026, Advanced Biomed Inc. had
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION | 1 |
| Item 1. | FINANCIAL STATEMENTS | 1 |
| Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 20 |
| Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 28 |
| Item 4. | CONTROLS AND PROCEDURES | 28 |
| PART II | OTHER INFORMATION | 29 |
| Item 1. | LEGAL PROCEEDINGS | 29 |
| Item 1A. | RISK FACTORS | 29 |
| Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 29 |
| Item 3. | DEFAULTS UPON SENIOR SECURITIES | 29 |
| Item 4. | MINE SAFETY DISCLOSURES | 29 |
| Item 5. | OTHER INFORMATION | 29 |
| Item 6. | EXHIBITS | 29 |
| SIGNATURES | 30 |
i
Forward-Looking Statements
The following discussion and analysis of our financial condition, results of operations and notes to the unaudited interim condensed consolidated financial statements included herein contains forward-looking statements that reflect our plans, beliefs, expectations and current views with respect to, among other things, future events and financial performance. Our actual results could differ materially from the forward-looking statements included herein. Statements regarding our future and projections relating to revenue, cost of revenue, expenses, costs, income (loss), and potential growth opportunities are typical of such statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” in our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 13, 2026.
The following contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. The forward-looking statements appear in a number of places in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “is/are likely to,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “continue” and “ongoing,” or the negative of these terms or other comparable terminology intended to identify statements about the future. The forward-looking statements and opinions are based upon current expectations and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so except as required by applicable laws.
ii
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2026 AND JUNE 30, 2026
| As of | As of | |||||||
| September 30, 2026 |
June 30, 2026 |
|||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Right-of-use assets, net | ||||||||
| Deferred tax assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable, accruals, and other current liabilities | ||||||||
| Lease payable - current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Lease payable – non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies (Note 15) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
| For the Three Months Ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Revenue | ||||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other expense: | ||||||||
| Interest expense | ( | ) | ||||||
| Total other expense | ( | ) | ||||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations, net of tax | ( | ) | ||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation gain (loss), net of taxes | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| Loss per share: | ||||||||
| continuing operations, basic and diluted* | ( | ( | ) | |||||
| discontinued operations, basic and diluted* | ( | ) | ||||||
| Total basic and diluted* | ( | ) | ( | ) | ||||
| Weighted average number of shares of common stock outstanding: | ||||||||
| basic and diluted* | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
| Common stock | Additional | Accumulated other |
||||||||||||||||||||||
| No. of shares* |
Amount* | paid- in capital* |
comprehensive income |
Accumulated deficits |
Total | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||
| Balance as of July 1, 2025 | ( | ) | ||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of September 30, 2025 | ( | ) | ||||||||||||||||||||||
| Balance as of July 1, 2026 | ( | ) | ||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||
| Balance as of September 30, 2026 | ( | ) | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
| For the Three Months Ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| US $ | US$ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Net loss from discontinued operations | ( | ) | ||||||
| Adjustments: | ||||||||
| Provision for allowance for expected credit losses | ||||||||
| Non-cash lease expense | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable, accruals and other current liabilities | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related parties | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE ON CASH FROM CONTINUING OPERATIONS | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE ON CASH FROM DISCONTINUED OPERATIONS | ( | ) | ||||||
| Net change in cash, including cash from discontinued operations | ( | ) | ( | ) | ||||
| Cash, including cash from discontinued operations — beginning of period | ||||||||
| Cash, including cash from discontinued operations — end of period | ||||||||
| Less cash from discontinued operations | ||||||||
| Cash from continuing operations, end of period | ||||||||
| Supplemental disclosure of noncash financing activities: | ||||||||
| Initial recognition of lease obligations related to right-of-use assets | $ | |||||||
| Transfer of amounts due to related parties to other payable | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ADVANCED BIOMED INC. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Organization
Advanced Biomed Inc. (the “Company”) was incorporated in the State of Nevada on
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
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
In connection with the transaction, the Company issued
Following the acquisition, the Company’s continuing operations are primarily focused on technology-related activities utilizing the developing software platform. The Company commenced generating revenue from these continuing operations during the year ended June 30, 2026. No revenue was recognized for the three months ended September 30, 2026.
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
Issuance of Common Stock for Commitment Fee
In January 2026, prior to the Reverse Split (defined below), the Company issued shares of common stock with an aggregate fair value of $
5
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
The following table presents the Company and its subsidiaries as of September 30, 2026 and June 30, 2026:
| Name of entity | Place of incorporation | Ownership interest as of September 30, 2026 | Ownership interest as of June 30, 2026 | Principal activities | ||||
| Advanced Biomed Inc. | ||||||||
| Acellent Technologies (Hong Kong) Co. Limited |
| 2. | LIQUIDITY AND GOING CONCERN |
The accompanying unaudited condensed 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 entered into a definitive agreement to acquire Acellent. Following the acquisition, the Company commenced generating revenue from technology-related activities utilizing the software platform.
For the three months ended September 30, 2026, the Company reported a net loss of $
The Company’s ability to meet its future liquidity requirements will depend on, among other factors, its ability to collect outstanding receivables, 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, collections of receivables, cash flows generated from operations and, if necessary, additional equity or other financing arrangements.
Based on its current operating plans, available financial resources, anticipated collections of receivables 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 unaudited condensed consolidated financial statements are issued. Actual collections may differ from management’s expectations, and additional financing may not be available on acceptable terms, or at all.
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial reporting and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended June 30, 2026 included in the Company’s Annual Report on Form 10-K as filed with the SEC on October 13, 2026. Certain information or footnote disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months ended September 30, 2026 are not necessarily indicative of the results that may be expected through June 30, 2027 or for any future periods.
6
| (b) | Principles of Consolidation |
The unaudited condensed 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 disposed subsidiaries are included in the unaudited condensed consolidated financial statements through the respective dates on which control ceased, as applicable.
| (c) | 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 unaudited condensed consolidated statements of operations and comprehensive loss for all periods presented. Cash flows attributable to discontinued operations are separately presented in the unaudited condensed 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.
| (d) | Use of Estimates |
The preparation of the unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements include, but are not limited to, allowance for expected credit losses and the discount rate used to measure lease liabilities.
| (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 unaudited condensed consolidated financial statements are presented in U.S. dollars (“US$”), which is the reporting currency of the Company. The functional currency of the Company is the U.S. dollar. The functional currency of Acellent, the Company’s Hong Kong subsidiary acquired in April 2026, is the Hong Kong dollar (“HKD”). Certain subsidiaries included in the unaudited condensed consolidated financial statements prior to their dispositions during the year ended June 30, 2026 also used currencies other than the U.S. dollar as their functional currencies.
Assets and liabilities of subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the exchange rates in effect on the dates of the transactions or, when appropriate, at average exchange rates for the applicable reporting period. Translation adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in other comprehensive income (loss) and accumulated in accumulated other comprehensive income, a component of stockholders’ equity.
Transactions denominated in currencies other than an entity’s functional currency are initially recorded at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect at the balance sheet date, and resulting foreign currency transaction gains or losses are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss.
7
The following table sets forth the exchange rates used in preparing the accompanying unaudited condensed consolidated financial statements:
| September 30, 2026 | June 30, 2026 | |||||||
US$ to HKD period/year-end rate | ||||||||
| US$ to HKD average rate | ||||||||
| (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 unaudited condensed 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.
The Company evaluates amount due from former subsidiaries 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 unaudited condensed consolidated statements of operations and comprehensive loss. Financial assets are written off against the allowance when they are deemed uncollectible. Recoveries of amounts previously written off are recognized when received.
| (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 applies the following five-step model: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when or as each performance obligation is satisfied.
8
The Company’s revenue-generating activities include agency services provided through its subsidiary, Acellent. The Company identifies the services promised under each customer arrangement and recognizes the related agency fee at a point in time when the applicable performance obligation has been satisfied in accordance with the terms of that arrangement.
The Company recognized no revenue from continuing operations for the three months ended September 30, 2026 and 2025.
| (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 unaudited condensed consolidated statements of operations and comprehensive loss.
| (l) | Impairment of Long-Lived Assets |
The Company reviews its long-lived assets, including ROU assets, 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 unaudited condensed 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.
The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.
| (o) | Loss Per Share |
Basic loss per share is computed by dividing loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted loss per share is computed by dividing 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 loss per share when their effect would be anti-dilutive.
9
Basic and diluted 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 unaudited condensed consolidated financial statements have been retrospectively adjusted, as applicable, to reflect the
| (p) | Comprehensive Loss |
Comprehensive loss consists of net loss and other comprehensive 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, 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
| (r) | Reverse Stock Split |
On February 20, 2026, the Company effected a
All share and per-share amounts presented in the accompanying unaudited condensed 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 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 unaudited condensed consolidated financial statements.
10
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 unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements and related disclosures.
| 4. | 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
The results of operations of Acellent have been included in the Company’s unaudited condensed consolidated financial statements from the accounting acquisition date. revenue was generated by Acellent for the three months ended September 30, 2026.
| 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
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
The disposed subsidiaries comprised the Company’s historical biotechnology operations. The Company determined that their dispositions represented a strategic shift that had a major effect on its operations and financial results. Accordingly, their results of operations have been presented as discontinued operations for all periods presented.
11
The Company deconsolidated the Hong Kong Subsidiary and its subsidiary on December 31, 2025 and the Taiwan Subsidiary on June 30, 2026. The Company recognized an aggregate gain on disposal of $
Net loss from discontinued operations, net of tax, was $ for the three months ended September 30, 2026, compared with $
| (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 | ||||||||
| Due from Advanced Biomed Inc. (Taiwan) | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Other non-current assets, net | ||||||||
| Accounts payable, accruals, and other current liabilities | ( | ) | ( | ) | ||||
| Lease liabilities (current and non-current) | ( | ) | ||||||
| Due to the Company | ( | ) | ( | ) | ||||
| Due to related parties of Hong Kong Subsidiary | ( | ) | ||||||
| Due to Hong Kong Subsidiary | ( | ) | ||||||
| Due to related parties of Taiwan Subsidiary | ( | ) | ||||||
| Tax payable | ( | ) | ||||||
| Total net liabilities disposed of | ( | ) | ( | ) | ||||
| Hong Kong Subsidiary | Taiwan Subsidiary | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Gain on disposal of subsidiaries: | ||||||||||||
| Total net liabilities disposed of | ||||||||||||
| Release of the translation of subsidiaries in foreign currency charged to other comprehensive loss in prior periods | ||||||||||||
| Cash consideration | ||||||||||||
| Net cash inflow (outflow) arising from disposal | ||||||||||||
| Cash consideration received during the year ended June 30, 2026 | ||||||||||||
| Cash disposed of | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||||
| (b) | Summary of Assets and Liabilities of Discontinued Operations |
There were no assets or liabilities classified as discontinued operations in the unaudited condensed consolidated balance sheets as of September 30, 2026 and June 30, 2026.
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| (c) | Summary of Results of Discontinued Operations |
The major components of the results of discontinued operations included in the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2026 and 2025 were as follows:
| For the Three Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Operating expenses: | ||||||||
| Research and development expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ||||||
| Other income: | ||||||||
| Interest income | ||||||||
| Other income, net | ||||||||
| Total other income, net | ||||||||
| Loss before tax expense | ( | ) | ||||||
| Income tax expense | ||||||||
| Loss from discontinued operations, net of tax | ( | ) | ||||||
| 6. | PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET |
Prepaid expenses and other current assets consisted of the following:
| As of September 30, 2026 | As of June 30, 2026 | |||||||
| US$ | US$ | |||||||
| Other receivables | ||||||||
| Amount due from former subsidiaries | ||||||||
| Advances to suppliers | ||||||||
| Total prepaid expenses and other current assets | ||||||||
| Less: Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Total prepaid expenses and other current assets, net | ||||||||
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 September 30, 2026 and June 30, 2026, the gross amounts due from former subsidiaries were $
The total allowance for expected credit losses on amounts due from former subsidiaries was $
Movement of allowance for expected credit losses was shown below:
| As of September 30, 2026 | As of June 30, 2026 | |||||||
| US$ | US$ | |||||||
| Beginning balance | ||||||||
| Provision for allowance for expected credit losses, net | ||||||||
| Write-offs | ( | ) | ||||||
| Ending balance | ||||||||
13
| 7. | LEASES |
The Company, through Acellent Technologies (Hong Kong) Co. Limited, leases office premises in Hong Kong under a non-cancelable operating lease commencing on August 26, 2026 and expiring on August 25, 2029. The lease provides for monthly base rent of HK$
Operating lease liabilities are measured at the present value of unpaid lease payments using the Company’s incremental borrowing rate of
Supplemental balance sheet information related to the operating lease was as follows:
| As of September 30, 2026 | As of June 30, 2026 | |||||||
| US$ | US$ | |||||||
| Right-of-use assets, net | ||||||||
| Lease payable - current | ||||||||
| Lease payable - non-current | ||||||||
| Total lease payable | ||||||||
Operating lease cost for the three months ended September 30, 2026 and 2025 was $
The remaining lease term and discount rate were as follows:
| As of September 30, 2026 | ||||
| Remaining lease term | ||||
| Discount rate | % | |||
As of September 30, 2026, future undiscounted lease payments and their reconciliation to the operating lease liability were as follows:
| For the fiscal year ending June 30, | US$ | |||
| 2027 (remaining nine months) | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total undiscounted lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Operating lease liabilities | ||||
14
| 8. | ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES |
Accounts payable, accruals and other current liabilities consisted of the following:
| As of September 30, 2026 | As of June 30, 2026 | |||||||
| Accrued payroll | ||||||||
| Other payables* | ||||||||
| Amount due to related parties – current* | ||||||||
| Accrued liabilities | ||||||||
| Total accounts payable, accruals, and other current liabilities | ||||||||
| * |
| 9. | EQUITY |
Common Stock
The Company is authorized to issue
On October 15, 2024, the Company effected a
Private Placement
During the year ended June 30, 2026, the Company issued
Shares Issued for Commitment Fee
During the year ended June 30, 2026, the Company issued
Fractional Share Adjustments
In connection with the February 2026 reverse stock split, the Company issued
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.
Shares Issued for Acquisition of Acellent and Stock-Based Compensation
During the year ended June 30, 2026, the Company issued
shares of common stock were issued or repurchased during the three months ended September 30, 2026.
15
| 10. | 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
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$
The Company recognized no income tax expense or benefit from continuing operations for the three months ended September 30, 2026 and 2025. Deferred tax assets, net, were $
Income tax expense was as follows:
| For the three months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Income tax expense | ||||||||
The following table reconciles the U.S. federal statutory income tax rate to the effective income tax rate for continuing operations:
| For the three months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| % | % | |||||||
| Tax at U.S. federal statutory rate | ||||||||
| State and local income taxes, net of federal effect | ||||||||
| Permanent difference | ( | ) | ||||||
| Changes in valuation allowance | ( | ) | ( | ) | ||||
| Nondeductible expenses | ( | ) | ||||||
| Effective tax rate | ||||||||
The components of deferred tax assets are as follows:
| As of September 30, 2026 | As of June 30, 2026 | |||||||
| Net operating loss carryforwards | ||||||||
| Allowance for expected credit losses | ||||||||
| Gross deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | ||||||||
For continuing operations, as of September 30, 2026 and June 30, 2026, the Company had total net operating loss carry forwards of approximately $
The Company had net operating loss carryforwards related to discontinued operations as of September 30, 2026 and June 30, 2026.
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| 11. | 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
| 12. | RELATED PARTY TRANSACTIONS |
During the three months ended September 30, 2026, the Company received no additional advances from, and made no repayments to, related parties.
The relationships relevant to the periods presented are summarized below:
| Related party | Relationship to the Company | |
| Xiaomin Chen | ||
| Hung To Pau, Ph.D.* | Former | |
| Jie Wang* | Former | |
| Well Fancy Development Ltd.* |
| * |
The balances with related parties were as follows:
Amounts due to related parties — stockholders
| Related party | As of September 30, 2026 | As of June 30, 2026 | ||||||
| US$ | US$ | |||||||
| Xiaomin Chen | ||||||||
| Jie Wang | ||||||||
| Total | ||||||||
Amounts due to related parties — related corporations, current
| Related party | As of September 30, 2026 | As of June 30, 2026 | ||||||
| US$ | US$ | |||||||
| Well Fancy Development Ltd. | ||||||||
| Total | ||||||||
Note:
The amounts due to Xiaomin Chen represent accrued compensation and were $
During the three months ended September 30, 2026, Jie Wang and Well Fancy Development Ltd. ceased to be related parties. Accordingly, the outstanding balances due to Jie Wang of $
The loan from Jie Wang is unsecured and bears interest at
17
13. | SEGMENT INFORMATION |
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.
| For the Three Months Ended September 30, 2026 | For the Three Months Ended September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
14. | CONCENTRATIONS AND RISKS |
Credit Risk
Financial assets of the Company that are potentially subject to credit risk mainly consist of cash, other receivables and amounts due from former subsidiaries.
The Company’s cash deposits are maintained with financial institutions that management believes to be of high credit quality. Management regularly monitors the Company’s exposure to these institutions. As of September 30, 2026, the Company had cash of $
The Company maintains allowances for expected credit losses on other receivables and amounts due from former subsidiaries, as described in Note 6.
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 manages this risk by monitoring its cash position, expected operating cash needs, anticipated collections of receivables and available sources of financing.
As of September 30, 2026, the Company had cash of $
18
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 did not materially affect the Company’s operating results for the three months ended September 30, 2026. However, the Company can provide no assurance that it will be unaffected by higher inflation rates in Hong Kong or globally in the future.
15. | COMMITMENTS AND CONTINGENCIES |
Operating Lease Commitments
The Company leases office premises in Hong Kong under a non-cancelable operating lease expiring in August 2029. Details of the operating lease and related future lease payments are disclosed in Note 7.
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 September 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.
16. | SUBSEQUENT EVENTS |
The Company evaluated subsequent events occurring after September 30, 2026 through November 12, 2026, the date the unaudited condensed consolidated financial statements were issued. The Company identified no subsequent events requiring recognition or disclosure in these unaudited condensed consolidated financial statements.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed with the SEC on October 13, 2026. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these statements as a result of various factors, including those discussed under “Risk Factors” in that Annual Report and elsewhere in this Quarterly Report.
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:
| ● | 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. |
| ● | 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 corporate expenses associated with our structural transition, including legal and professional fees related to our corporate restructuring, our historical financial data may not be fully indicative of our future operating results or financial trajectory.
20
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 for the three months ended September 30, 2026 and 2025. The results for the three months ended September 30, 2026 reflect our newly acquired AI technology business, whereas the results for the corresponding period in 2025 preceded the acquisition. Accordingly, these results should be considered in the context of our transition into this new sector.
Management anticipates that our future research and development (R&D) expenses and selling, general, and administrative (SG&A) expenses will 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, the Company transitioned its primary operational resources toward the artificial intelligence and financial algorithmic software-related applications sectors.
Accordingly, for the three months ended September 30, 2026 and 2025, the subsequent discussion and analysis focus exclusively on the operating results of our continuing operations. The results for the three months ended September 30, 2026 reflect our newly acquired AI business, whereas the results for the corresponding period in 2025 preceded the acquisition.
Comparison of Results of Operations For the Three Months Ended September 30, 2026 and 2025
| For the three months ended September 30, | Increase (Decrease) | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Revenue | — | — | — | NM | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | 973,931 | 147,155 | 826,776 | 562 | % | |||||||||||
| Total operating expenses | 973,931 | 147,155 | 826,776 | 562 | % | |||||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (15,123 | ) | (15,123 | ) | NM | |||||||||||
| Total other expense, net | (15,123 | ) | (15,123 | ) | NM | |||||||||||
| Loss before income taxes | (989,054 | ) | (147,155 | ) | (841,899 | ) | 572 | % | ||||||||
| Income tax expense | — | — | — | NM | ||||||||||||
| Net loss from continuing operations | (989,054 | ) | (147,155 | ) | (841,899 | ) | 572 | % | ||||||||
| Net loss from discontinued operations, net of tax | — | (239,746 | ) | 239,746 | NM | |||||||||||
| Net loss for the period | (989,054 | ) | (386,901 | ) | (602,153 | ) | 156 | % | ||||||||
Revenue
Revenue was $0 for each of the three months ended September 30, 2026 and 2025. Following our strategic transition into artificial intelligence and financial algorithmic software-related applications sectors, the Company did not generate revenue from continuing operations during the three months ended September 30, 2026.
21
General and Administrative Expenses
The following table presents a summary of our general and administrative expenses for the three months ended September 30, 2026 and 2025:
| For the three months ended September 30, | Increase (Decrease) | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Professional fees | 143,081 | 106,528 | 36,553 | 34 | % | |||||||||||
| Staff costs and benefits | 212,478 | 40,360 | 172,118 | 426 | % | |||||||||||
| Provision for expected credit losses | 612,636 | — | 612,636 | NM | ||||||||||||
| Operating lease expense | 1,221 | — | 1,221 | NM | ||||||||||||
| Office and other expenses | 4,515 | 267 | 4,248 | 1591 | % | |||||||||||
| Total | 973,931 | 147,155 | 826,776 | 562 | % | |||||||||||
General and administrative expenses increased by $826,776, or approximately 562%, to $973,931 for the three months ended September 30, 2026, from $147,155 in the corresponding period of 2025. The increase was primarily attributable to a net provision for expected credit losses of $612,636, comprising an additional provision of $630,360 on amounts due from former subsidiaries, partially offset by a reversal of $17,724 on other receivables following collections during the quarter. Staff costs and benefits increased by $172,118, or approximately 426%, to $212,478 from $40,360, primarily reflecting personnel expenses of Acellent, which was acquired in April 2026 and was not included in the corresponding period of 2025, and compensation accrued for the Company’s Chief Executive Officer. Professional fees increased by $36,553, or approximately 34%, to $143,081 from $106,528, primarily due to higher professional service costs associated with the Company’s reporting and corporate activities. Operating lease expense was $1,221, compared with nil in the corresponding period of 2025, due to Acellent’s new Hong Kong office lease commencing in August 2026. Office and other expenses increased by $4,248 to $4,515 from $267, primarily reflecting the inclusion of Acellent’s operating expenses following its acquisition in April 2026.
Net Loss from Continuing Operations
Net loss from continuing operations increased by $841,899, or approximately 572%, to $989,054 for the three months ended September 30, 2026, from $147,155 in the corresponding period of 2025. The increase was attributable to higher general and administrative expenses and interest expense of $15,123.
Net Loss from Discontinued Operations, Net of Tax
Net loss from discontinued operations, net of tax, was $0 for the three months ended September 30, 2026, compared with $239,746 in the corresponding period of 2025. The decrease of $239,746 was attributable to the divestiture of our historical biotechnology businesses during fiscal 2026, resulting in no operating results from these businesses in the current period.
Net Loss for the Period
Net loss increased by $602,153, or approximately 156%, to $989,054 for the three months ended September 30, 2026, from $386,901 in the corresponding period of 2025. The increase reflected an $841,899 increase in net loss from continuing operations, partially offset by the absence of the $239,746 net loss from discontinued operations recorded in the corresponding period of 2025.
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 September 30, 2026, we had cash of $213,995, current assets of $12,867,948 and current liabilities of $1,591,330, resulting in working capital of $11,276,618. Net cash used in operating activities from continuing operations was $171,464 for the three months ended September 30, 2026. The timing and amount of collections on these receivables are significant to our liquidity.
22
Management intends to fund operations through available cash, collections of outstanding receivables 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 unaudited interim condensed consolidated financial statements are issued. This assessment depends in part on expected collections of outstanding receivables, 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 three months ended September 30, 2026 and 2025:
| Cash Flow Summary | Three Months Ended September 30, | |||||||
| (in U.S. dollars) | 2026 | 2025 | ||||||
| Net cash used in operating activities - continuing operations | (171,464 | ) | (368,295 | ) | ||||
| Net cash used in operating activities - discontinued operations | — | (242,047 | ) | |||||
| Net cash used in investing activities - discontinued operations | — | (1,771 | ) | |||||
| Net cash provided by financing activities - continuing operations | — | 160,226 | ||||||
| Net cash provided by financing activities - discontinued operations | — | 287,236 | ||||||
| Effect of exchange rate changes on cash - continuing operations | (76 | ) | — | |||||
| Effect of exchange rate changes on cash - discontinued operations | — | (82,745 | ) | |||||
| Net decrease in cash | (171,540 | ) | (247,396 | ) | ||||
Operating Activities
Net cash used in operating activities from continuing operations was $171,464 for the three months ended September 30, 2026, compared with $368,295 in the corresponding period of 2025, representing a decrease in cash used of $196,831.
For the three months ended September 30, 2026, net cash used in operating activities from continuing operations reflected a net loss from continuing operations of $989,054, partially offset by non-cash adjustments mainly comprising a net provision for credit losses of $612,636, together with a $97,385 decrease in prepaid expenses and other current assets and a $107,588 increase in accounts payable, accruals and other current liabilities.
Net cash used in operating activities from discontinued operations was nil for the three months ended September 30, 2026, compared with $242,047 in the corresponding period of 2025, reflecting the divestiture of our historical biotechnology businesses during fiscal 2026.
Investing Activities
There were no cash flows from investing activities from continuing operations for either of the three months ended September 30, 2026 and 2025.
Net cash used in investing activities from discontinued operations was nil for the three months ended September 30, 2026, compared with $1,771 in the corresponding period of 2025.
Financing Activities
There were no cash flows from financing activities for the three months ended September 30, 2026. Net cash provided by financing activities was $447,462 in the corresponding period of 2025, comprising $160,226 from continuing operations and $287,236 from discontinued operations. Cash provided by financing activities from continuing operations consisted of proceeds from related parties.
On July 14, 2026, the Company delivered notice to terminate its equity line of credit arrangement. The termination became effective on July 21, 2026.
23
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 September 30, 2026, our operating lease liabilities totaled $33,477, comprising a current portion of $9,934 and a non-current portion of $23,543. Future undiscounted lease payments totaled $35,923, as disclosed in Note 7 to the unaudited condensed consolidated financial statements. Our near-term cash requirements include the settlement of current liabilities and the funding of continuing operations. We intend to meet these requirements through available cash, cash generated from operations, collections of receivables and, if necessary, additional financing. The timing and amount of receivable collections may differ from our expectations, and additional financing may not be available on acceptable terms.
Liquidity Position and Working Capital
The following table presents a summary of our working capital position as of September 30, 2026 and June 30, 2026:
| September 30, 2026 | June 30, 2026 | Increase (Decrease) | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Total current assets | 12,867,948 | 13,749,512 | (881,564 | ) | ||||||||
| Total current liabilities | 1,591,330 | 1,473,989 | 117,341 | |||||||||
| Net current assets | 11,276,618 | 12,275,523 | (998,905 | ) | ||||||||
As of September 30, 2026, working capital was $11,276,618, compared with $12,275,523 as of June 30, 2026, a decrease of $998,905. Current assets as of September 30, 2026 included $12,329,466 due from former subsidiaries and $324,487 in other receivables, both net of allowances for expected credit losses. Because these receivables constitute a substantial portion of current assets, reported working capital does not represent cash immediately available for operations. The timing and amount of collections on these receivables are significant to our ability to fund continuing operations.
Off-Balance Sheet Arrangements
As of September 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 unaudited condensed 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. Significant estimates include the allowance for expected credit losses and the discount rate used to measure lease liabilities.
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.
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Use of Estimates and Assumptions
Significant estimates and judgments reflected in our unaudited condensed consolidated financial statements include the assessment of expected credit losses on amounts due from former subsidiaries and other receivables, and the discount rate used to measure lease liabilities. Actual results could differ from these estimates.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when the applicable performance obligations are satisfied and 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.
Further details of the Company’s revenue recognition policy are disclosed in Note 3 to the unaudited condensed consolidated financial statements.
The Company recognized no revenue from continuing operations for the three months ended September 30, 2026 and 2025.
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 unaudited interim condensed consolidated statements of operations and comprehensive loss for all periods presented. Cash flows attributable to discontinued operations are separately presented in the unaudited interim condensed 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.
Expected Credit Losses on Amounts Due from Former Subsidiaries
As of September 30, 2026, the Company reported $12,329,466 due from former subsidiaries, net of an allowance for expected credit losses. These receivables represent amounts due from the former Taiwan, Hong Kong and Shanghai subsidiaries following their dispositions.
The Company evaluates amounts due from former subsidiaries, other receivables 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 unaudited interim condensed consolidated statements of operations and comprehensive loss. Financial assets are written off against the allowance when they are deemed uncollectible. Recoveries of amounts previously written off are recognized when received.
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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 September 30, 2026, the Company had cash and cash equivalents from continuing operations of $213,995 and amounts due from former subsidiaries of $12,329,466, 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 September 30, 2026, the Company had cash and cash equivalents from continuing operations of $213,995 and working capital of $11,276,618, compared with $385,535 and $12,275,523, respectively, as of June 30, 2026. A substantial portion of the Company’s working capital as of September 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 three months ended September 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 three months ended September 30, 2026 reflect its operations 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.
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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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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 September 30, 2026, the Company had no outstanding bank borrowings. The amount due to Jie Wang included $600,000 of loan principal and $22,137 of accrued interest. The loan bears a fixed interest rate of 10% per annum. 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 and cash equivalents, other receivables and amounts due from former subsidiaries.
The Company’s cash deposits are maintained with financial institutions that management believes to be of high credit quality. Management regularly monitors the Company’s exposure to these institutions. As of September 30, 2026, the Company had cash and cash equivalents of $213,995. Certain deposits may exceed applicable deposit insurance limits.
The Company maintains allowances for expected credit losses on other receivables and amounts due from former subsidiaries, as described 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 three months ended September 30, 2026 and 2025, the Company reported a foreign currency translation gain of $102 and a foreign currency translation loss of $86,539, 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).
Item 4. 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 September 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.
Changes in Internal Control over Financial Reporting
There were no changes during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. 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 1A. Risk Factors
Not Applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
No director or officer
Item 6. Exhibits
See Index to Exhibits of this report.
Index to Exhibits
| Exhibit | Description | |
| 31.1 | Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief Executive Officer. | |
| 31.2 | Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief Financial Officer. | |
| 32.1 | Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer. | |
| 32.2 | Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Financial Officer. | |
| 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). |
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SIGNATURE
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.
| Date: November 12, 2026 | Advanced Biomed Inc | |
| By: | /s/ Xiaomin Chen | |
| Xiaomin Chen | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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