Discontinued Operations

3 Months Ended

Sep. 30, 2026

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

5.

DISCONTINUED OPERATIONS

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

On December 23, 2025, the Company entered into a sale and purchase agreement with an independent individual, Wei Ha Hui, pursuant to which the Company agreed to sell 100% of the issued and outstanding shares of Advanced Biomed HK Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Hong Kong Subsidiary”), for an aggregate agreed cash purchase price of $23,000, subject to the terms and conditions set forth in the agreement. All intellectual property owned by the Hong Kong subsidiary, including intellectual property owned by Shanghai Sglcell Biotech Co., Ltd., a wholly owned subsidiary of the Hong Kong subsidiary, was transferred to the buyer at the closing of this transaction on December 31, 2025.

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

The 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.

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 $14,015,417 during the year ended June 30, 2026, which was included in 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 for the three months ended September 30, 2025.

(a)

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

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

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

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

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

Net cash inflow (outflow) arising from disposal
Cash consideration received during the year ended June 30, 2026			23,000				-				23,000
Cash disposed of			(5,926	)			(2,598,924	)			(2,604,850	)
			17,074				(2,598,924	)			(2,581,850	)

(b)

Summary of Assets and Liabilities of Discontinued Operations

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.

(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			-				235,992
General and administrative expenses			-				140,767
Total operating expenses			-				376,759
Operating loss			-				(376,759	)

Other income:
Interest income			-				448
Other income, net			-				136,565
Total other income, net			-				137,013
Loss before tax expense			-				(239,746	)
Income tax expense			-				-
Loss from discontinued operations, net of tax			-				(239,746	)