Advanced Biomed Inc. 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 101 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 December 31, 2023, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all potential misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, our management, including our chief executive officer and chief financial officers, assessed the effectiveness of internal control over financial reporting as of June 30, 2025 using the criteria set forth in the report “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the management concluded that our internal control over financial reporting was ineffective as of June 30, 2025. The material weaknesses identified relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently trained finance and accounting personnel, as well as comprehensive accounting policies in accordance with U.S. GAAP financial reporting; and (ii) our internal control policy does not have a proper approval mechanism, and our lack of internal controls on performing periodic reviews of user accounts and their level of authorization in the financial systems. We plan to implement a number of measures to remedy these material weaknesses. To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives to improve our internal control over financial reporting to address the material weaknesses that have been identified, including: (i) obtain additional resources, including experienced staff with U.S. GAAP and SEC reporting knowledge, to strengthen the financial reporting function and to set up financial and system control framework; (ii) conducting regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend external U.S. GAAP training courses; and (iii) optimizing our financial systems by establishing a proper approval mechanism and performing periodic reviews of users accounts and their level of authorization. ITEM 9B. Other Information Not Applicable. ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 102 PART III ITEM 10. Directors, Executive Officers and Corporate Governance Listed below are the names of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they commenced service with the Company. Name Age Position with the Company Yi Lu, Ph.D. 59 Chairman of the Board and Chief Executive Officer Mingze Yin 35 Chief Financial Officer Steven I-Fang Cheng, Ph.D. 44 Director and Chief Technology Officer Jing Zhang 46 Independent Director and Chair of the Audit Committee Cheang I Kei 29 Independent Director and Chair of the Compensation Committee Mingyue Cai 47 Independent Director and Chair of the Nominating and Corporate Governance Committee Dr. Yi Lu has served as our Chairman of the Board since November 2022 and as our Chief Executive Officer since March 2024. He has been the Chairman and Chief Science Officer of Advanced Biomed Taiwan since June 2014. He was the Chairman of HFC Semiconductor from January 2020 to October 2022 and was responsible for the company’s strategic development. Dr. Lu previously served as Chairman of Nextchip Semiconductor Corporation, a semiconductor foundry specializing in integrated circuit production, from February 2016 to December 2019 and led the company to launch the first 12-inch integrated circuit production line in Anhui Province with an investment of RMB20 billion. From January 2004 to December 2007, he was the senior executive of Cypress Semiconductor, overseeing the company’s business operation. From May 2001 to January 2004, he was the founder, Chairman and CEO of Cascade Semiconductor, which was acquired by Cypress Semiconductor Corporation (Nasdaq: CY), and managed the overall operations of the company. Dr. Lu received a Doctor of Philosophy from the University of Florida in 1994. Dr. Lu has a wealth of experience in successful entrepreneurship and has extensive experience in the fields of technology management, market management, and operations. He has a clear strategic orientation and has established a clear strategic plan for us. We believe Dr. Lu’s significant experience in the United States and China qualifies him to serve as a member of our board of directors. Mr. Mingze Yin has served as our Chief Financial Officer since November 2022. He has over 11 years of experience in the financial and investment banking industry. He has been the Chief Financial Officer of Shanghai Sglcell Biotech Co., Ltd. since January 2021 and oversees its finance department. From March 2017 to December 2021, Mr. Yin was Director of Shanghai Guangdian Asset Management Co., Ltd., where he participated in all major corporate decisions and financial compliance matters. From February 2020 to November 2020, he was an independent director of TMSR Holding Company Limited (Nasdaq: TMSR) and a member of its Audit Committee, Nominating and Governance Committee, and Compensation Committee. From February 2018 to November 2018, Mr. Yin was the investors relations manager of Planet Green Holdings Corp. (NYSE: PLAG). From November 2015 to February 2017, Mr. Yin was a senior manager of the Investment Banking Department of Zhongshan Securities Co., Ltd. From October 2012 to October 2015, he was the senior audit manager of BDO China Shu Lun Pan Certified Public Accountants LLP. Mr. Yin is a certified internal auditor and obtained his Bachelor of Management from Jiangsu Haiyang University in 2011. Dr. Steven I-Fang Cheng has served as our Chief Technology Officer since November 2022 and as our director since May 2025, respectively. In 2014, Dr. Cheng joined Advanced Biomed Taiwan. as a co-founder and CTO. Since 2013, he was an associate research fellow (Principal Investigator) in TSRI. His professional research expertise includes biomicrofluidics, biosensors, cancer diagnosis and infectious detection, micro/nano fabrication technology, on-chip drug screening, electrokinetics/electrical analysis and their biomedical applications, patent design and implantation. He received his Master of Science degree from Department of Biomedical Engineering of National Cheng Kung University in Taiwan in 2007 and received his Ph.D. degree from Institute of Nanotechnology & Microsystems Engineering at National Cheng Kung University in 2010. He has great experience in cross-disciplinary integration development and novel techniques/products creation on biomedical research. He also has great professional capability and personality characteristic to lead and co-operate with our top researchers from many different fields. 103 Jing Zhang has served as our independent director and the Chair of the Audit Committee since February 2025. Ms. Zhang has more than 25 years of working experience in financial management. Since July 2013, Ms. Zhang has been the Chief Financial Officer of Shanghai Xun Yang Network Technology Co., Ltd. From September 2022 to February 2023, Ms. Zhang served as an independent director and the chair of the audit committee of Code Chain New Continent Limited Co., Ltd. (NASDAQ: CCNC). From March 2009 to July 2013, Ms. Zhang served as the financial manager of Shanghai Branch of Jiangsu Zi Guang Intelligence Co., Ltd. From March 1999 to February 2009, Ms. Zhang served as the accountant and financial director of the Finance Department of the Eight Five Hospital. Ms. Zhang graduated from Zaozhuang University in 1999. Cheang I Kei has served as our independent director and the Chair of the Compensation Committee since February 2025. Ms. Cheang has been the legal senior manager at Luso International Banking Ltd. since October 2022. She served as the legal manager at Bank of China (Macau) from May 2019 to October 2022. She was the legal assistant at Luso International Banking Ltd. between August 2016 and May 2019. Ms. Cheang is experienced in corporate governance matters and day to day administrative affairs, which we believe makes her a suitable member to our Board. Ms. Cheang received her bachelor’s degree in Chinese-English translation and interpretation from Macau Polytechnic University in 2016. Mingyue Cai has served as our independent director and the Chair of the Nominating and Corporate Governance Committee since February 2025. Mr. Cai has been the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development and application. From February 2020 to April 2024, Mr. Cai worked as an independent director and the chair of compensation committee of GD Culture Group Limited (NASDAQ: GDC). From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co., Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade. From June 2004 to October 2009, Mr. Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and retail environmentally friendly cleaning products. Mr. Cai graduated from China Central Radio & TV University in 2015 with a major in administration. Family Relationships There are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer. Board of Directors All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis. The board of directors has determined to comply with the Nasdaq Listing Rules with respect to certain corporate governance matters. We also intend to comply with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 within the applicable time frame. Director Independence The board of directors has reviewed the independence of our directors, applying the Nasdaq independence standards. Based on this review, the board of directors determined that Jing Zhang, Cheang I Kei, and Mingyue Cai are independent within the meaning of the Nasdaq rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfil their responsibilities, including at least annually in executive session without the presence of non-independent directors and management. 104 Board Committees Our board of directors established standing committees in connection with the discharge of its responsibilities in February 2025. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors will adopt written charters for each of these committees. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Audit Committee Our audit committee is composed of three of our independent directors: Jing Zhang (Chair), Cheang I Kei and Mingyue Cai. The Board has determined that Jing Zhang qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Audit Committee Charter describes the primary functions of the Audit Committee, including the following: ● Oversee the Company’s accounting and the financial reporting processes; ● Oversee audits of the Company’s financial statements; ● Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements; ● Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; ● Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management; and ● Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm. Compensation Committee Our compensation committee is composed of three of our independent directors: Cheang I Kei (Chair), Jing Zhang, and Mingyue Cai. The Compensation Committee will be responsible for, among other matters: ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; and ● appointing and overseeing any compensation consultants or advisors. 105 Corporate Governance and Nominating Committee Our corporate governance and nominating committee is composed of three of our independent directors: Mingyue Cai (Chair), Jing Zhang, and Cheang I Kei. The Corporate Governance and Nominating Committee will be responsible for, among other matters: ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● evaluating the independence of directors and director nominees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s code of business conduct; and ● overseeing the evaluation of the Company’s management. Code of Ethics We have adopted our code of business conduct (the “code of business conduct”) that applies to all directors, executive officers and employees, which is available on our website. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business conduct and charters for each of our board committees will be provided without charge upon request from us and will be posted on our company website. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website. Recovery of Erroneously Awarded Compensation We have adopted an executive incentive compensation recovery policy pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”) to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement, which became effective in February 2025. Involvement in Certain Legal Proceedings To our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company. Outstanding Equity Awards There were no outstanding equity awards as of June 30, 2025. Role of Board in Risk Oversight Process Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of the Company and our stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate. While management is responsible for assessing and managing risks to the Company, our board of directors is responsible for overseeing management’s efforts to assess and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight. 106 Compensation Committee Interlocks and Insider Participation None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the Commission. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended June 30, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were not filed in a timely manner in accordance with Section 16(a) of the Exchange Act. ITEM 11. Executive Compensation This section discusses the material components of the executive compensation program for our named executive officers for the years ended June 30, 2025 and 2024. Summary Compensation Table The following table presents the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended June 30, 2025 and 2024. Name and Principal Position Year (FY) Salary ($) Bonus ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Yi Lu 2025 - - - - - - 2024 - - - - - - Mingze Yin 2025 161,743 - - - - - 2024 - - - - - - Steven I-Fang Cheng 2025 - - - - - - 2024 - - - - - - Outstanding Equity Awards at Fiscal Year End There were no outstanding equity awards as of June 30, 2025. Share Incentive Plans Effective March 30, 2023, our Stock Incentive Plan (the “2023 Plan”) was approved by our Board of Directors. Under the 2023 Plan, the Board of Directors may grant options or purchase rights to purchase Common Stock to officers, employees, and other persons who provide services to us or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 15 million shares of our Common Stock are subject to the 2023 Plan and maybe either a qualified or non-qualified stock option. The shares issued for the 2023 Plan may be either treasury or authorized and unissued shares. As of June 30, 2025, we have granted no stock options to purchase any shares of our Common Stock under the 2023 Plan. 107 Employment Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change in Control Not applicable. Director Compensations For the fiscal year ended June 30, 2025, we and our subsidiaries paid aggregate cash compensation of approximately $8,000 to our executive and non-executive directors as a group. Our Chief Executive Officer and Chief Technology Officer are executive directors whose compensation were disclosed under “ Item 11 - Executive Compensation - Summary Compensation Table .” We do not pay or set aside any amounts for pensions, retirement or other benefits for directors. The following table shows the compensation paid to our non-employee directors during the year ended June 30, 2025. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Cheang I Kei $ 8,000 - - - - - $ 8,000 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information concerning the ownership of our Common Stock as of the date of this Report, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Common Stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group. Applicable percentage ownership is based on an aggregate of 21,640,000 shares of Common Stock outstanding as of June 30, 2025. The following table sets forth certain information known to us with respect to the beneficial ownership of Common Stock as of that date by (i) each of our directors, (ii) each of our executive officers, (iii) all of our directors and executive officers as a group, and (iv) each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our Common Stock. We have determined beneficial ownership in accordance with the rules of the SEC, which generally define beneficial ownership to include any shares over which a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, we believe, based on the information furnished to us, that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. None of the stockholders listed in the table are a broker-dealer or an affiliate of a broker dealer. 108 Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Outstanding Shares (2) Directors and Officers Yi Lu 6,708,000 31.00 % Mingze Yin - - Steven I-Fang Cheng (3) 742,560 3.43 % Jing Zhang - - Cheang I Kei - - Mingyue Cai - - All officers and directors as a group (four persons) 7,450,560 34.43 % 5% Stockholders Hung To Pau 3,524,500 16.28 % Advance On Ventures Limited (4) 2,184,000 10.09 % Yimin Jin 1,755,000 8.10 % Xiaoyuan Luo 1,398,000 6.46 % Nanzhen Shen 1,209,000 5.59 % (1) Unless otherwise indicated, the business address of each of the individuals is 689-85 Xiaodong Road, Yongkang District, Tainan, Taiwan. (2) Based on 21,640,000 shares issued and outstanding as of June 30, 2025. (3) Represents 742,560 shares beneficially owned by Mr. Steven I-Fang Cheng through Advance On Ventures Limited, a company incorporated in the British Virgin Islands, in which Mr. Cheng owns 34% equity interests. The registered address of Advance on Ventures Limited is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (4) Chen-Yi Lee is the sole director and a 25% shareholder of Advance On Ventures Limited. Ms. Lee is the controlling person and has sole voting and dispositive power over shares beneficially owned by Advance on Ventures Limited. On June 6, 2022, we entered into an investment agreement with Hanyu Assets Co., Ltd. (“Hanyu”). Under this agreement, Hanyu will invest US$2.5 million in the Company to acquire a 2.5% equity interest in the Company after the transaction, and Hanyu must pay US$2.5 million before June 30, 2022 to the Company’s designated bank account. Hanyu transferred US$2.5 million to us on June 29, 2023. This agreement can only be terminated by mutual agreement in writing. The formation, validity, interpretation, performance, and settlement of disputes arising from this agreement will be governed by the laws of the State of New York. On June 6, 2022, we entered into an investment agreement with Newlink Technology Inc. (“Newlink”). Under this agreement, Newlink will invest HK$8,000,000 to acquire a 1% equity interest in the Company after the transaction, and Newlink must pay HK$8,000,000 before September 10, 2022, to the Company’s designated bank account. We received the payment from Newlink on September 13, 2022. This agreement can only be terminated by mutual agreement in writing. The formation, validity, interpretation, performance, and settlement of disputes arising from this agreement will be governed by the laws of the State of New York. After receiving the fund from Newlink and Hanyu, we issued 625,000 shares to Hanyu Assets Co. Ltd. and 250,000 shares to Newlink Technology Inc. on October 25, 2022. On June 30, 2022, we entered into a Debt-for-Equity Exchange Agreement with Pau Hung To, Jin Yimin, Luo Xiaoyuan, Shen Nanzhen, Wang Jian, and Chen Qiang (collectively, the “Creditors”) to settle certain debts owed to the Creditors. Pursuant to the agreement, we issued 12,644,375 Common Stock to the Creditors to completely settle the debt between the Creditors and us. Any disputes arising from this agreement must be submitted to China International Economic and Trade Arbitration Commission’s Shanghai Office for arbitration. The agreement cannot be amended unless all parties agree in writing. None of our existing stockholders have different voting rights from other stockholders. To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons, severally or jointly. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. To our best knowledge, as of June 30, 2025, we had 21,640,000 Common Stock issued and outstanding and 11 holders of record of our Common Stock, including CEDE & CO. The number of beneficial owners may be substantially greater than the number of stockholders of record because our Common Stock may be held in “street name” by brokers, banks, and other financial institutions. Changes in Control None. 109 ITEM 13. Certain Relationships and Related Transactions, and Director Independence Since July 1, 2019, there has not been any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest except for the followings:- Name of Related Party Relationship to Us Yi Lu, Ph.D. Chairman of the Board and Chief Executive Officer of the Company Hung To Pau, Ph.D. Stockholder of the Company Steven I-Fang Cheng, Ph.D. Director and Chief Technology Officer of the Company Chen-Yi Lee Chen-Yi Lee is the sole director and the controlling person of Advance On Ventures Limited, which owns 10.09% equity interest in the Company and has sole voting and dispositive power over shares beneficially owned by Advance On Ventures Limited. Advance On Ventures Limited Stockholder of the Company Well Fancy Development Ltd Hung To Pau is the director and stockholder of the entity Shanghai Junfu Electronic Technology Co., Ltd. Hung To Pau is the legal person and stockholder of the entity On July 16, 2021, the Company issued 8,000,000 shares to Dr. Hung To Pau. On March 15, 2022, Dr. Hung To Pau transferred all of his 8,000,000 shares to Sglcell Ltd., an exempted company incorporated under the law of Cayman Islands, the sole stockholder of which is Dr. Hung To Pau for a total consideration of $8,000. On June 8, 2022, Sglcell Ltd. transferred all of its 8,000,000 shares to Dr. Yi Lu for a total consideration of $8,000. Shares Issued to Advanced Biomed Taiwan Holders/Employees On August 12, 2022, we issued additional 385,000 shares to Dr. Yi Lu, and 257 shares to Chen-Yi Lee while Dr. Yi Lu and Chen-Yi Lee transferred 2,998,000 shares and 2,000 shares owned by them respectively in Advanced Biomed Taiwan, representing in aggregate 100% of the issued share capital of Advanced Biomed Taiwan, to the Company pursuant to the share exchange agreement the Company entered into with Dr. Yi Lu and Chen-Yi Lee. On October 24, 2022, we issued 365,352 shares for no consideration to Chen-Yi Lee, who is an employee of Advanced Biomed Taiwan, for past services to Advanced Biomed Taiwan. On October 24, 2022, we also issued 2,730,000 shares for no consideration to Advance On Ventures Limited, a company incorporated under the law of British Virgin Islands (the “Ventures Limited”), the beneficial owners of which are employees of Advanced Biomed Taiwan for past services to Advanced Biomed Taiwan. We issued 4,405,625 shares, 2,193,750 shares, 2,060,000 shares, 1,511,250 shares, 1,243,750 shares, 1,230,000 shares respectively to Dr. Hung To Pau, Yimin Jin, Xiaoyuan Luo, Nanzhen Shen, Jian Wang and Qiang Chen pursuant to the Debt-For-Equity Exchange Agreement the Company entered into with the abovementioned stockholders on June 30, 2022 to settle debt of a total amount of NTD 174,020,033 and RMB22,200,000 (approximately $9.04 million). 110 In the ordinary course of business, during fiscal years ended June 30, 2025 and 2024, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties. The following table provides the transactions with these parties for the years as presented (for the portion of such period that they were considered related): June 30, 2025 June 30, 2024 US$ US$ Amount due to related parties – major stockholders Name of related party Yi Lu, Ph.D. (1) 122,626 110,268 Chen-Yi Lee (2) 5,436 3,544 Hung To Pau, Ph.D. (3) 44,705 - 172,767 113,812 Amount due to related parties – related corporations Current: Name of related party Well Fancy Development Ltd (4) 211,083 - Shanghai Junfu Electronic Technology Co., Ltd. (5) 704,953 674,262 916,036 674,262 Non-Current: Name of related party Well Fancy Development Ltd (4) 69,975 - Shanghai Junfu Electronic Technology Co., Ltd. (5) 69,797 - 139,772 - 1. Advanced Biomed Inc.(Taiwan) entered into an unsecured, interest-free loan to Yi Lu amounting to NTD 3,578,212 (approximately US$122,626) for general working capital in January 2023. As of June 30, 2025 and 2024, the loan balance due to Yi Lu amounted to US$122,626 and US$110,268, respectively. 2. Payments of expenses on behalf of Advanced Biomed Inc. (Taiwan). 3. Advanced Biomed Inc.(HK) entered into one unsecured, interest-free loan to Hung To Pau, Ph.D. amounting to US$200,000 for general working capital in July 2024 and the amount was full settled in 2025. And Shanghai Sglcell Biotech Co., Ltd entered into three unsecured, interest-free loans to Hung To Pau, Ph.D. amounting to RMB122,566 (approximately US$17,110), RMB121,681 (approximately US$16,986) and RMB76,000 (approximately US$10,609) for general working capital in October 2024, November 2024 and December 2024. As of June 30, 2025, the loan balance due to Hung To Pau, Ph.D. totally amounted to RMB320,247 (approximately US$44,705) for general working capital. 4. Advanced Biomed Inc.(Taiwan) entered into seven unsecured, interest-free loans to Well Fancy Development Ltd amounting to NTD 5,740,600 (approximately US$196,731), NTD 1,911,944 (approximately US$65,522), NTD 1,906,840 (approximately US$65,347), NTD 3,121,500 (approximately US$106,974), NTD 1,798,060 (approximately US$61,620), NTD 1,291,552 (approximately US$44,262) and NTD 455,992 (approximately US$15,627) for general working capital in July 2024, October 2024, November 2024, December 2024, January 2025, February 2025 and March 2025. In March 2025, Advanced Biomed Inc.(HK) paid US$550,000 to Well Fancy Development Ltd for Advanced Biomed Inc.(Taiwan)’s debt. And Advanced Biomed Inc. entered into two unsecured, interest-free loan to Well Fancy Development Ltd amounting to US$119,975 and US$205,000 for general working capital in November 2024 and March 2025. In March 2025, Advanced Biomed Inc. paid US$50,000 to Well Fancy Development Ltd for repayment. As of June 30, 2025, the loan balance due to Well Fancy Development Ltd totally amounted to NTD 177,488 (approximately US$6,083) and US$274,975 for general working capital. 5. Shanghai Sglcell Biotech Co., Ltd entered into nine unsecured, interest-free loans to Shanghai Junfu Electronic Technology Co., Ltd. amounting to RMB500,000 (approximately US$69,797) in April 2023, May 2023, June 2023 and September 2023, respectively, and RMB700,000 (approximately US$97,716), RMB1,000,000 (approximately US$139,595), RMB500,000 (approximately US$69,797), RMB700,000 (approximately US$97,716) and RMB650,000 (approximately US$90,738) in January 2024, March 2024, March 2024, June 2024 and October 2024, respectively, for general working capital. As of June 30, 2025 and 2024 the loan balance due to Shanghai Junfu Electronic Technology Co., Ltd totally amounted to RMB5,550,000 (approximately US$774,750) and RMB4,900,000 (approximately to US$674,262), respectively. 111 ITEM 14. Principal Accounting Fees and Services The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by WWC, P.C., our independent registered public accounting firm, for the periods indicated. We did not pay any other fees to our independent registered public accounting firm during the periods indicated below. WWC, P.C. For the Year Ended June 30, (in thousands of US$) 2025 2024 Audit fees (1) 200,000 200,000 Audit related fees (2) - - Tax fees (3) - - All other fees - - Total 200,000 200,000 (1) “Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and the review of our comparative interim financial information. (2) “Audit related fees” means the aggregate fees billed for related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit fees. (3) “Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor Our audit committee is responsible for the oversight of our independent accountants’ work. The policy of our audit committee is to pre-approve all audit and non-audit services provided by WWC, P.C., including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. 112 PART IV ITEM 15. Exhibits and Financial Statements Schedules (a) The following documents are filed as part of this Report: (1) Consolidated Financial Statements INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PAGE Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of June 30, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Financial Years Ended June 30, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the Financial Years Ended June 30, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Financial Years Ended June 30, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Stockholders of Advanced Biomed Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Advanced Biomed Inc. and its subsidiaries (collectively the “Company”) as of June 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows in each of the years for the two-year period ended June 30, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and 2024, and the results of its operations and its cash flows in each of the years for the two-year period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph — Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2, the Company has incurred significant losses, has significant net cash outflows from operating activities and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WWC, P.C. WWC, P.C. Certified Public Accountants PCAOB ID No. 1171 We have served as the Company’s auditor since 2022. San Mateo, California October 8, 2025 F- 2 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of June 30, 2025 2024 US$ US$ Assets Current assets: Cash 2,903,915 2,607,973 Prepaid expenses and other current assets, net 3,128,656 443,137 Total current assets 6,032,571 3,051,110 Equipment, net 331,346 524,528 Right-of-use assets, net 65,399 126,740 Intangible assets, net - 118,998 Deferred initial public offering (“IPO”) costs - 638,871 Other non-current assets 83,027 - Total non-current assets 479,772 1,409,137 TOTAL ASSETS 6,512,343 4,460,247 Liabilities Current liabilities: Accounts payable, accruals, and other current liabilities (including amount due to related parties – major stockholders as of June 30, 2025 and 2024, with $ 172,767 and $ 113,812 due to related parties – related corporations, and $ 916,036 and $ 674,262 due to related corporations, respectively (1) ) 2,853,317 2,670,249 Lease payable - current 35,811 62,211 Total current liabilities 2,889,128 2,732,460 Amount due to related parties – related corporations, non-current 139,772 - Lease payable – non-current 5,879 64,529 Total non-current liabilities 145,651 64,529 TOTAL LIABILITIES 3,034,779 2,796,989 Commitments and contingencies - - Stockholders’ equity Common stock $ 0.001 par value per share; as of June 30, 2025 and 2024; 400,000,000 and 400,000,000 shares authorized; 21,640,000 and 20,000,000 shares issued and outstanding, respectively* 21,640 20,000 Additional paid-in capital 21,347,278 16,493,989 Accumulated deficits ( 19,233,044 ) ( 15,974,075 ) Accumulated other comprehensive income 1,341,690 1,123,344 Total stockholders’ equity 3,477,564 1,663,258 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 6,512,343 4,460,247 * Giving retroactive effect to the 5 for 1 reverse share split effected on October 15, 2024. (1) See Note 12 for disclosure of related parties amounts. The accompanying notes are an integral part of these consolidated financial statements. F- 3 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the years ended June 30, 2025 2024 US$ US$ Operating expenses: Research and development expenses ( 909,771 ) ( 880,193 ) General and administrative expenses ( 2,111,265 ) ( 1,661,379 ) Total operating expenses ( 3,021,036 ) ( 2,541,572 ) Other income (expense): Interest income 24,915 53,495 Other expense, net ( 262,848 ) ( 294,201 ) Total other expense, net ( 237,933 ) ( 240,706 ) Loss before tax expense ( 3,258,969 ) ( 2,782,278 ) Income tax expense - - Net Loss ( 3,258,969 ) ( 2,782,278 ) Other comprehensive loss Foreign currency translation gain, net of taxes 218,346 319,324 Total comprehensive loss ( 3,040,623 ) ( 2,462,954 ) Loss per share: basic and diluted* ( 0.16 ) ( 0.14 ) Weighted average number of shares of common stock in computing net loss per share basic and diluted* 20,525,699 20,000,000 * Giving retroactive effect to the 5 for 1 reverse share split effected on October 15, 2024. The accompanying notes are an integral part of these consolidated financial statements. F- 4 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Common stock Additional Accumulated other No. of shares* Amount* paid-in capital* comprehensive income Accumulated deficit Total US$ US$ US$ US$ US$ Balance as of July 1, 2023 20,000,000 20,000 13,673,365 804,020 ( 13,191,797 ) 1,305,588 Waiver of amount due to related parties – major stockholders - - 1,233,764 - - 1,233,764 Waiver of amount due to related parties – related corporations - - 1,586,860 - - 1,586,860 Net loss - - - - ( 2,782,278 ) ( 2,782,278 ) Foreign currency translation adjustment - - - 319,324 - 319,324 Balance as of June 30, 2024 20,000,000 20,000 16,493,989 1,123,344 ( 15,974,075 ) 1,663,258 Balance as of July 1, 2024 20,000,000 20,000 16,493,989 1,123,344 ( 15,974,075 ) 1,663,258 Net loss - - - - ( 3,258,969 ) ( 3,258,969 ) Issuance of stocks 1,640,000 1,640 4,853,289 - - 4,854,929 Foreign currency translation adjustment - - - 218,346 - 218,346 Balance as of June 30, 2025 21,640,000 21,640 21,347,278 1,341,690 ( 19,233,044 ) 3,477,564 * Giving retroactive effect to the 5 for 1 reverse share split effected on October 15, 2024. The accompanying notes are an integral part of these consolidated financial statements. F- 5 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended June 30, 2025 2024 US$ US$ Net loss ( 3,258,969 ) ( 2,782,278 ) Adjustment: Depreciation and amortization 343,830 399,602 Changes in operating assets: Prepaid expenses and other current assets ( 2,685,519 ) ( 279,425 ) Accounts payable, accruals and other current liabilities ( 117,661 ) 479,634 Lease obligations, net cash ( 23,709 ) - Other non-current assets ( 83,027 ) 56,127 Cash used in operating activities ( 5,825,055 ) ( 2,126,340 ) Purchase of equipment ( 31,650 ) ( 74,110 ) Cash used in investing activities ( 31,650 ) ( 74,110 ) Net proceeds from issuance of stock in IPO/(prepayments for IPO costs) 5,493,800 ( 85,400 ) Proceeds from related parties – major stockholders 296,507 294,900 Repayments to related parties – major stockholders ( 237,552 ) - Proceeds from related parties – related corporations 981,546 1,657,320 Repayments to related parties – related corporations ( 600,000 ) - Cash provided by financing activities 5,934,301 1,866,820 Foreign currency effect 218,346 319,324 Net change in cash 295,942 ( 14,306 ) Cash at beginning of the year 2,607,973 2,622,279 Cash at year end 2,903,915 2,607,973 Net increase (decrease) in cash 295,942 ( 14,306 ) Supplementary Cash Flow Information: Cash paid for interest - - Cash paid for taxes - - Cash received for interest 24,915 - The accompanying notes are an integral part of these consolidated financial statements. F- 6 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND PRINCIPAL ACTIVITIES On July 16, 2021, Advanced Biomed Inc. (the “Company”) was incorporated in the State of Nevada, as an investment holding company. The Company’s principal executive offices are located in Tainan City, Taiwan. The Company has no substantive operations and assets. It is holding Company that holds all of the issued and outstanding shares of Advanced Biomed HK Limited and Advanced Biomed Inc. (Taiwan). On March 7, 2025, the Company announced the closing of its initial public offering (the "Offering") of 1,640,000 shares of common stock (the “Shares”), at a public offering price of US$ 4.00 per share for total gross proceeds of US$ 6.56 million. The Company raised total net proceeds of approximately US$ 5.49 million, which was reflected in the statement of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses upon the completion of listing. The common stock of the Company began trading on the Nasdaq Capital Market under the ticker symbol “ADVB” from March 6, 2025 (1) Establishment of Advanced Biomed HK Limited On August 10, 2021, the Company incorporated a wholly owned subsidiary, Advanced Biomed HK Limited, in Hong Kong to facilitate market development and commercialization of the Company’s oncology products for sale and distribution in the People’s Republic of China (the “PRC”). (2) Acquisition of Shanghai Sglcell Biotech Co., Ltd. and its subsidiaries On January 1, 2022, Advanced Biomed HK Limited acquired 100 % equity interest of Shanghai Sglcell Biotech Co., Ltd. Shanghai Sglcell Biotech Co., Ltd. was established in the PRC on April 12, 2019. It is engaged in the establishment and operation of medical clinics in the PRC. Shanghai Sglcell Biotech Co., Ltd. owns 100 % equity interest of two subsidiaries namely 1.) Shandong Sglcell Medical Devices Co., Ltd. and 2.) Nanjing Yitian Biotech Co., Ltd. Shandong Sglcell Medical Devices Co., Ltd. was incorporated in the PRC on July 8, 2021 to carry out the establishment of medical clinics, and the supply of medical products and services to clinics in the PRC. Nanjing Yitian Biotech Co., Ltd. was established in the PRC on January 6, 2017. Nanjing Yitian Biotech Co., Ltd. wholly owns a subsidiary, Beijing Yitan Jiarui Technology Co. Ltd., which was established in the PRC on October 20, 2017. Both were established to carry out marketing and clinical services in the PRC. On June 8, 2023, Shanghai Sglcell Biotech Co., Ltd. transferred its wholly owned subsidiary, Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd., to independent third-party individuals at aggregate consideration of CNY 500,000 (approximately US$ 71,942 ) without any other obligations arising from the transfer. Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd. have not commenced business activity since it was acquired on January 1, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd., was CNY 498,587 (approximately US$ 71,739 ). On June 9, 2023, Shandong Sglcell Biotech Co., Ltd., the wholly owned subsidiary of Shanghai Sglcell Biotech Co., Ltd., was transferred to independent third-party individuals at zero consideration without any other obligations arising from the transfer. Shandong Sglcell Biotech Co., Ltd. has been inactive since it was incorporated on July 8, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., was zero . F- 7 (3) Subsidiary established under Advanced Biomed HK Limited Advanced Biomed HK Limited incorporated a wholly owned subsidiary, Sglcell (Huangshan) Biotech Co., Ltd., in the PRC on March 4, 2022; it was established for the expected future manufacturing of medical devices in the PRC. On June 15, 2023, Sglcell (Huangshan) Biotech Co., Ltd., the wholly owned subsidiary of Advanced Biomed HK Limited, was transferred to an independent third-party corporation at zero consideration without any other obligations arising from the transfers. Sglcell (Huangshan) Biotech Co., Ltd. has been dormant since its incorporation date from March 4, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., was zero . (4) Reorganization of Advanced Biomed Inc. (Taiwan) Advanced Biomed Inc. (Taiwan) was established in Taiwan on September 1, 2014. It is primarily focused on mainly operates as a research and development of new center for technologies in the field of oncology to help efficiently and cost-effectively identify and diagnose cancer cells. On date of incorporation, July 16, 2021 , the Company issued 8,000,000 shares to Dr. Hung To Pau. On March 15, 2022, Dr. Hung To Pau transferred all of his 8,000,000 shares to Sglcell Ltd, an exempted company incorporated under the law of Cayman Islands, the sole stockholder of which is Dr. Hung To Pau for a total consideration of $ 8,000 . The Company was dormant and has no substantive assets. On June 8, 2022, Sglcell Ltd transferred all of its 8,000,000 shares to Dr. Yi Lu for a total consideration of $ 8,000 . In July 2022, the Company consummated a reorganization of Advanced Biomed Inc. (Taiwan) under share exchange arrangement of its then existing stockholders, who collectively owned all the equity interests of Advanced Biomed Inc. (Taiwan) prior to the reorganization, transferred their respective shares in Advanced Biomed Inc. (Taiwan) to the Company. Prior to the re-organization, Advanced Biomed Inc. (Taiwan) was directly owned and controlled by Dr. Yi Lu and Chen-Yi Lee with 99.93 % and 0.07 % beneficial ownership interest, respectively. The Share Exchange Pursuant to a share exchange agreement (the “Agreement”) dated July 11, 2022, Dr. Yi Lu and Chen-Yi Lee transferred their respective shares in Advanced Biomed Inc. (Taiwan) at the time of the Agreement, representing in aggregate 100 % of the issued share capital of Advanced Biomed Inc. (Taiwan), to the Company. The consideration for the share transfers was satisfied by the allotment and issuance of an aggregate of 385,257 fully paid up shares of common stock to Dr. Yi Lu and Chen-Yi Lee. Following the completion of the share exchange and related issuances by and among the Company, Dr. Yi Lu and Chen-Yi Lee, Advanced Biomed Inc. (Taiwan) ultimately became a wholly-owned subsidiary of the Company, and Dr. Yi Lu and Chen-Yi Lee became the beneficial owners of the Company with percentage ownerships of 99.99 % and 0.01 % as of August 12, 2022. Subsequently, on October 24, 2022, the Company issued 365,368 shares to Chen-Yi Lee, and on October 24, 2022, the Company also issued 2,730,000 shares to Advance On Ventures Limited, a company incorporated under the law of British Virgin Islands (the “Ventures Limited”), the beneficial owners of which are employees of Advanced Biomed Taiwan. The Company issued 4,405,625 shares, 2,193,750 shares, 2,060,000 shares, 1,511,250 shares, 1,243,750 shares, 1,230,000 shares respectively to Dr. Hung To Pau, Yimin Jin, Xiaoyuan Luo, Nanzhen Shen, Jian Wang and Qiang Chen pursuant to the Debt-For-Equity Exchange Agreement the Company entered into with the abovementioned stockholders on June 30, 2022 to settle debt of a total amount of NTD 174,020,033 and RMB 22,200,000 (approximately $ 9.04 million). On October 25, 2022, the Company issued 625,000 shares to Hanyu Assets Co. Ltd. pursuant to the Investment Agreement the Company entered into with Hanyu Assets Co. Ltd. on June 6, 2022, and the Company issued 250,000 shares to Newlink Technology Inc. pursuant to the Investment Agreement the Company entered into with Newlink Technology Inc. on June 6, 2022. Upon completion of the reorganization, Dr. Yi Lu’s percentage of ownerships of the Company became 33.54 % as of October 25, 2022. F- 8 On November 7, 2022, the Company obtained the approval of the Investment Commission of the Ministry of Economic Affairs (“Taiwan Investment Commission”) for the reorganization, and the issuance number of which is “ 經審一字第 11100116890 號 ”. Additionally, the Bureau of Economic Development of Tainan City Government has also approved the reorganization in accordance with the Taiwan Company Act on December 26, 2022. Pursuant to this reorganization, the Company determined that Advanced Biomed Inc. (Taiwan) is the predecessor entity as the Company is an investment holding company with no business activities carried out and all of the business of Advanced Biomed Inc. (Taiwan) acquired formed substantially all of the business of the Company under Rule 405 of Regulation C. To reflect the real economic substance of the Company’s business under the reorganization, the accompanying consolidated financial statements were prepared assuming that the share exchange transaction, as disclosed above has been completed, and the Company exercises control of Advanced Biomed Inc. (Taiwan). The transaction detailed above has been accounted for as reverse takeover and recapitalization of the Company; whereby the Company (the legal acquirer) is considered the accounting acquiree, and Advanced Biomed Inc. (Taiwan)(the legal acquiree) is considered as the accounting acquirer. This transaction is deemed to be a continuation of the business of Advanced Biomed Inc. (Taiwan); therefore, no goodwill has been recorded for this transaction, and the Company’s historical financial information prior to the date of the recapitalization transaction is that of Advanced Biomed Inc. (Taiwan) and historical changes in stockholders’ deficit and its results of operations have been presented from the beginning of the first period presented. The above-mentioned equity is before the stock split on May 16, 2023. The Company and its subsidiaries are in the table as follows: Percentage of effective ownership Name Date of Incorporation June 30, 2025 June 30, 2024 Place of incorporation Principal Activities Advanced Biomed Inc. July 16, 2021 - - Nevada Investment holding Advanced Biomed Inc. (Taiwan) September 1, 2014 100 % 100 % Taiwan Research and development of various advanced and innovative microfluidic biochip technologies, and provide the leading application of such technologies in precision oncology detection, diagnosis and treatment Advanced Biomed HK Limited August 10, 2021 100 % 100 % Hong Kong Market development Shanghai Sglcell Biotech Co., Ltd. April 12, 2019 100 % 100 % People’s Republic of China Clinical-related business The accompanying consolidated financial statements are presented assuming that the Company was in existence at the beginning of the first period presented. F- 9 2. LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability to develop, register and obtain regulatory approval for commercial sell of its products to generate positive operating cash flows. To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources: ● raise additional capital; and ● cash generated from upcoming operations; and ● financial support from the Company’s related party and stockholders as well as third parties. The Company certain related parties have waived off the amount due to them as of June 30, 2024, which amounted to $ 2,820,624 in order to improve the Company’s working capital. The Company completed its initial public offering. In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$ 4.00 per share. The Company received gross proceeds in the amount of US$ 6.56 million before deducting any underwriting discounts or expenses. On June 6, 2025, the Company entered into a purchase agreement (the “ELOC Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor” or “Selling Stockholder”), pursuant to which the Company have the right to issue and sell to the Investor, from time to time as provided therein, and the Investor is obligated to purchase from us, up to Twenty-Five Million United States Dollars ($ 25,000,000 ) of the Company’s Common Stock, subject to terms and conditions set forth in the ELOC Agreement. However, for the financial year ended June 30, 2025, the Company reported net loss of $ 3,258,969 . In addition, the Company had net cash outflows of $ 5,825,055 from operating activities for the financial year ended June 30, 2025. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern. The consolidated financial statements for the financial years ended June 30, 2025 and 2024 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the United States Securities and Exchange Commission (“SEC”). (b) Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation. Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s consolidated financial statements. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with the business combination are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in the consolidated statements of operations. When the Company determines that assets acquired do not meet the definition of a business under the acquisition method of accounting, acquired assets is expensed, no goodwill is recorded, and any contingent consideration is recognized only when it becomes payable or is paid. F- 10 (c) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to useful lives for equipment and intangible assets, assumptions used in assessing right of use assets, impairment of long-lived assets and uncertain tax position. Actual results could vary from the estimates and assumptions that were used. (d) Stock split and reverse share split On May 16, 2023, the Company effected a forward share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4 . As a result of the forward split, the Company now have 100,000,000 common stock issued and outstanding as of the date hereof. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the 4 for 1 share split. The shares of common stock retain a par value of $ 0.001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the share split was reclassified from “Additional paid-in capital” to “Common stock”. On October 15, 2024, the Company effected the reverse share split of all issued and outstanding shares of 100,000,000 shares at a ratio of 5:1 . As a result of the reverse share split, the Company now have 20,000,000 common stock issued and outstanding as of the date hereof. Unless indicated or the context otherwise requires, all number of common stock in this report has been retrospectively adjusted for the reverse share split, as if such reverse share split occurred on the first day of the years presented. (e) Risks and uncertainties The main operations of the Company are located in Taiwan and mainland China. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Taiwan and mainland China, as well as by the general state of the economy in these two countries. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in these two countries. The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations. (f) Foreign currency translation and transaction and convenience translation The accompanying consolidated financial statements are presented in the US Dollar (“US$”), which is the reporting currency of the Company. The functional currency of the Company is the US$. Advanced Biomed Inc. (Taiwan) uses New Taiwan dollar (“NT$”) as its functional currency. Advanced Biomed HK Limited uses Hong Kong dollars (“HKD”) and Shanghai Sglcell Biotech Co., Ltd. uses Chinese Yuan (“CNY”) as their functional currencies, respectively. F- 11 Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Translation gains and losses are recognized in the consolidated statements of income and comprehensive income as other comprehensive income or loss. Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the exchange rate prevailing on the transaction date. The cumulative gain or loss from foreign currency transactions is reflected in the consolidated statements of income and comprehensive income as other income (other expense). The value of foreign currencies including, the NT$, CNY and HKD, may fluctuate against the US Dollar. Any significant variations of the aforementioned currencies relative to the US Dollar may materially affect the Company’s financial condition in terms of reporting in US Dollar. The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements: June 30, 2025 June 30, 2024 US$ to NT$ fiscal year end 29.18 32.45 US$ to NT$ average rate 32.09 31.83 US$ to CNY fiscal year end 7.16 7.27 US$ to CNY average rate 7.21 7.23 US$ to HKD fiscal year end 7.85 7.81 US$ to HKD average rate 7.79 7.82 (g) Fair value measurement Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Cash, other current assets, leases payable, accounts payables, accruals and other current liabilities are financial assets and liabilities. Cash, other current assets, accounts payable, accruals and other current liabilities are subject to fair value measurement; however, because of their being short term in nature management believes their carrying values approximate their fair value. Financial instruments are fair value financial assets that are marked to fair value and are accounted for under as Level 3 under the above hierarchy. The Company accounts for lease payables at amortized cost and has elected NOT to account for them under the fair value hierarchy. (h) Related parties We adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions for the years ended June 30, 2025 and 2024. F- 12 (i) Cash Cash consists of cash on hand, the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. Deposits are held at highly liquid and well capitalized financial institutions. Risk of loss is not expected by management. (j) Intangible assets, net The Company’s intangible assets are stated at cost less accumulated amortization and impairment, if any, and amortized on a straight-line basis over the estimated useful lives of the assets. Category Estimated useful lives Software 3 years Patents 6 years Software represents purchased software and is amortized straight-line over the Company’s estimates to generate economic benefits from such software, generally three years . Patents represent the estimated fair value assigned to finite-lived intangible assets acquired in a transaction that is accounted for as an acquisition of assets rather than a business combination are initially recognized in accordance with other application GAAP. Any consideration transferred in excess of the fair value of the assets acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computed using the straight-line method over the estimated useful lives of the respective finite-lived intangible assets, generally six years . Intangible assets are reviewed for impairment at least annually or more frequently if indicators of potential impairment exist. The Company reviews finite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. If the carrying value of a finite-lived intangible asset exceeds its fair value, then it is written down to its adjusted fair value. The Company had previously recognized an impairment loss on certain intangible assets in prior years. The remaining intangible assets were assessed for impairment as of the balance sheet date, and management concluded that no further impairment was required. (k) Equipment, net Equipment, net are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows: Category Estimated useful lives Lab equipment 3 to 5 years Computer equipment 3 to 5 years Furniture and fixtures 3 to 5 years Leasehold improvements 3 years Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operations and comprehensive loss. F- 13 (l) Deferred Initial Public Offering (“IPO”) costs The Company complies with the requirement of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Initial public offering expense directly attributable to offering of securities are deferred and would be charged against the gross proceeds of the offering, as a reduction in share capital. These deferred expenses mainly consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended IPO. As of June 30, 2024, the Company capitalized US$ 638,871 of deferred initial public offering costs. As of June 30, 2025, the Company had completed its Initial Public Offering, and the accumulated deferred IPO cost was Nil . (m) Impairment of long-lived assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. As of June 30, 2025 and 2024, the Company had no remaining carrying amount of finite-lived intangible related to purchased patents from the acquisition of Shanghai Sglcell Biotech Co., Ltd. as the assets were fully impaired in 2022. (n) Commitments and contingencies In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter. (o) Research and development expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including licensing fees, cost of salaries, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including clinical trials, manufacturing costs and professional services. All costs associated with research and developments are expensed as incurred. The Company has already started the registration process and plans to start clinical research in November 2025, which are expected to end in May 2026, and we expect to obtain the required registration certificate by October 2027. As of June 30, 2025, the Company has not commenced sales of the products nor have any revenue-generating products and do not expect sales of revenue-generating product candidates until the Company has completed clinical development, submitted regulatory filings, and received applicable regulatory approvals for candidate products. Hence, the Company incurred its research and development cost during the years ended June 30, 2025 and 2024, which is in compliance under ASC 730-10-25. (p) General and administrative expenses General and administrative expenses mainly consist of staff cost, depreciation, office supplies and upkeep expenses, travelling and entertainment, legal and professional fees, property and related expenses, other miscellaneous administrative expenses. F- 14 (q) Operating leases Prior to the adoption of ASC 842 on January 1, 2019: Leases, mainly leases of factory buildings, offices and employee dormitories, where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. The Company had no finance leases for any of the periods stated herein. Upon and hereafter the adoption of ASC 842 on January 1, 2019: The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs. (r) Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the years ended June 30, 2025 and 2024. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. F- 15 Valuation of Deferred Tax Assets A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company’s projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction. In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results in the period such determination was made. (s) Loss per share Loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. (t) Segment Reporting FASB ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews results when making decisions about allocating resources and assessing the performance of the Company. For the years ended June 30, 2025 and 2024, the CODM reviewed the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole, and the Company has only one reportable segment. (u) Recent accounting pronouncements In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to income Tax Disclosures. The amendment in this update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has adopted ASU 2023-09 on July 1, 2024 and the adoption of the standard did not have a material impact to the overall financial presentation. See Note 10 for further information. In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Award. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company believes the future adoption of this ASU is not expected to have a material impact on its consolidated financial statements. F- 16 In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These issues to remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company is currently evaluating the impact of adoption on the Company’s related disclosures. 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 and in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adoption on the Company’s related disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows. 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET June 30, 2025 June 30, 2024 US$ US$ Tax refundable 221,889 161,142 Other receivables 10,548 44,035 Deposits 1,782 - Prepayment 2,894,437 237,960 Total prepaid expenses and other current assets 3,128,656 443,137 Less: allowance for credit losses - - Total prepaid expenses and other current assets 3,128,656 443,137 * The amount due from a related corporation, which the Company’s major stockholders have controlling equity interest in, as of June 30, 2025 are non-trade, unsecured, interest-free and repayable on demand. 5. EQUIPMENT, NET Equipment, net, consists of the following: June 30, 2025 June 30, 2024 US$ US$ Lab equipment 1,619,480 1,486,392 Computer equipment 33,917 31,745 Furniture and fixtures 36,505 35,332 Leasehold improvements 204,430 201,516 1,894,332 1,754,985 Less: accumulated depreciation ( 1,562,986 ) ( 1,230,457 ) Equipment, net 331,346 524,528 Depreciation expenses were approximately US$ 224,832 and US$ 268,279 for the years ended June 30, 2025 and 2024, respectively. F- 17 6. INTANGIBLE ASSETS, NET The following table summarizes the carrying amount of the Company’s finite-lived intangible assets: June 30, 2025 June 30, 2024 US$ US$ Acquired technology 372,197 391,016 Less: accumulated amortization ( 372,197 ) ( 272,018 ) - 118,998 As of June 30, 2025 and 2024, the Company had no remaining carrying amount of finite-lived intangible related to purchased patents from the acquisition of Shanghai Sglcell Biotech Co., Ltd. as the assets were fully impaired in 2022. 7. ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES AND AMOUNT DUE TO RELATED PARTIES – RELATED CORPORARIONS, NON-CURRENT Account Payable, accrued expenses and other liabilities consists of the following: June 30, 2025 June 30, 2024 US$ US$ Accounts payable 632,697 620,476 Payroll payable 29,216 77,113 Amount due to related parties – major stockholders * 172,767 113,812 Amount due to related parties – related corporations** 916,036 674,262 Other payable# 1,102,601 1,184,586 Total Accounts payable, accruals, and other current liabilities 2,853,317 2,670,249 Amount due to related parties – related corporations, non-current*** 139,772 - * The amount due to the Company’s major stockholders as of June 30, 2025 and 2024 is non-trade, unsecured, interest-free and repayable on demand. ** The amount due to related corporations, which the Company’s major stockholders have controlling equity interest in, as of June 30, 2025 and 2024 are non-trade, unsecured, interest-free and repayable on demand. *** The amount due to related corporations, which the Company’s major stockholders have controlling equity interest in, as of June 30, 2025 and 2024 are non-trade, unsecured, interest-free and the remaining loan term are over one year . The Company believes the carrying value approximates fair value. # The amount consists of payables owed to third party creditors, which are unsecured, interest-free and repayable on demand, and other payables due to operational use. F- 18 8. OTHER EXPENSE, NET For the years ended June 30, 2025 2024 US$ US$ Other income (expense), net ( 29,040 ) 486 Foreign exchange loss, net ( 233,808 ) ( 294,687 ) Other expense, net ( 262,848 ) ( 294,201 ) 9. EQUITY For the sake of undertaking a public offering of the Company’s common stock, the Company has performed a series of re-organizing transactions resulting in 20,000,000 of common stock and 20,000,000 of common stock outstanding as of December 31, 2024 and June 30, 2024 giving the retroactive effects to the 4 for 1 share split effected on May 16, 2023 and 5 for 1 reverse share split effected on October 15, 2024. The Company has accounted for these shares had they been issued and outstanding at the beginning of the first period presented. The Company only has one single class of common stock that is accounted for as permanent equity. On May 16, 2023, the Company effected a forward share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4. As a result of the forward split, the Company now have 100,000,000 common stock issued and outstanding as of the date hereof. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the 4 for 1 share split. The shares of common stock retain a par value of $ 0.001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common stock”. On October 15, 2024, the Company effected the reverse share split of all issued and outstanding shares of 100,000,000 shares at a ratio of 5:1. As a result of the reverse share split, the Company now have 20,000,000 common stock issued and outstanding as of the date hereof. Unless indicated or the context otherwise requires, all number of common stock in this report has been retrospectively adjusted for the reverse share split, as if such reverse share split occurred on the first day of the years presented. On March 7, 2025, the Company completed its initial public offering. In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$ 4.00 per share. The Company received gross proceeds in the amount of US$ 6.56 million before deducting any underwriting discounts or expenses. The Shares began trading on the Nasdaq Capital Market on March 6, 2025 under the ticker symbol “ADVB.” 10. INCOME TAXES The Company is not an operating company but a holding company incorporated in the State of Nevada and is considered U.S. tax resident under U.S. tax laws; accordingly, it is subject to U.S. tax laws at a statutory tax rate of 21 %. The Company is subject to the State of Nevada tax laws at a tax rate of 0 %. The Company’s net deferred income tax assets as of June 30, 2025and 2024 consist of net operating loss carry forwards. The net operating loss carry forwards for U.S. federal tax and Taiwan, China, Hong Kong tax purposes are available for carry forward indefinitely for use in offsetting taxable income. The U.S. federal net operating loss carry forward offset is limited to up to 80 % of the taxable income. As of June 30, 2025 and 2024, the Company had total net operating loss carry forwards of approximately $ 13,167,716 and $ 8,767,393 , respectively, which consists of China net operating loss carry forwards of $ 4,896,250 and $ 3,817,009 , respectively, Taiwan net operating losses of $ 5,824,336 and $ 4,200,888 , respectively, Hong Kong net operating loss carry forwards of $ 94,686 and $ 5,014 , respectively, and US net operating loss carry forwards of $ 2,352,444 and $ 744,480 , respectively. Taiwan The Company’s operating subsidiary, Advanced Biomed Inc. (Taiwan) is considered Taiwan tax resident enterprises under Taiwan tax laws; accordingly, it is subject to enterprise income tax on its taxable income as determined under Taiwan tax laws at a statutory tax rate of 20 %. F- 19 China The Company’s operating subsidiary, Shanghai Sglcell Biotech Co., Ltd. is considered PRC resident enterprises under Enterprise Income Tax Law of the PRC; accordingly, it is subject to enterprise income tax on their taxable income as determined under Enterprise Income Tax Law of the PRC at a statutory tax rate of 25 %. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, a two-tier corporate income tax system was implemented in Hong Kong, which is 8.25 % for the first HK$ 2.0 million taxable income, and 16.5 % for the subsequent taxable income generated from operations in Hong Kong. The Company’s subsidiary, Advanced Biomed HK Limited is considered Hong Kong tax resident under Hong Kong Tax Law; accordingly, it is subject to corporate income tax on its taxable income at 8.25 % with nil and nil for the years ended June 30, 2025 and 2024. The income tax provision consists of the following component: For the years ended June 30, 2025 2024 US$ US$ Income tax expense - - The following table reconciles the operating profit to the Company’s effective tax rate: For the years ended June 30, 2025 2024 Loss before tax ( 3,258,969 ) ( 2,782,278 ) Statutory income tax rate 21 % 21 % Income tax expense calculated at the statutory tax rate - - Effect of tax losses carry forwards ( 2,890,755 ) ( 2,019,708 ) Effect of subsidiaries foreign income 2,890,755 2,019,708 Income tax expense - - Effective tax rate - % - % The component of deferred tax assets are as follows: June 30, 2025 June 30, 2024 US$ US$ Net operating losses carry forward 2,890,755 2,019,708 Valuation allowance ( 2,890,755 ) ( 2,019,708 ) Deferred tax assets, net - - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. F- 20 A reconciliation of the differences between the federal income tax rate and the effective tax rate is as follows: State of Nevada For the years ended June 30, 2025 2024 Tax at federal statutory rate 21 % 21 % Changes in valuation allowances ( 21 )% ( 21 )% Provision for taxes - % - % Taiwan For the years ended June 30, 2025 2024 Tax at federal statutory rate 21 % 21 % Different foreign subsidiary tax rate impact ( 1 )% ( 1 )% Changes in valuation allowances ( 20 )% ( 20 )% Provision for taxes - % - % China For the years ended June 30, 2025 2024 Tax at federal statutory rate 21 % 21 % Different foreign subsidiary tax rate impact 4 % 4 % Changes in valuation allowances ( 25 )% ( 25 )% Provision for taxes - % - % Hong Kong For the years ended June 30, 2025 2024 Tax at federal statutory rate 21 % 21 % Different foreign subsidiary tax rate impact ( 12.75 )% ( 12.75 )% Changes in valuation allowances ( 8.25 )% ( 8.25 )% Provision for taxes - % - % F- 21 11. STOCK OPTION Effective from March 30, 2023, the Stock Incentive Plan (the “2023 Plan”) was approved by the Company's Board of Directors. Under the 2023 Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 15 million shares of our common stock are subject to the 2023 Plan and maybe either a qualified or non-qualified stock option. The shares issued for the 2023 Plan may be either treasury or authorized and unissued shares. As of the date of this report, the Company has granted no stock options to purchase any shares of the common stock under the 2023 Plan. 12. RELATED PARTY TRANSACTIONS These related parties of the Company with whom transactions are reported in these financial statements are as follows: Name of Related Party Relationship to Us Yi Lu, Ph.D. Chairman of the Board and Chief Executive Officer of the Company Hung To Pau, Ph.D. Stockholder of the Company Steven I-Fang Cheng, Ph.D. Director and Chief Technology Officer of the Company Chen-Yi Lee Chen-Yi Lee is the sole director and the controlling person of Advance On Ventures Limited, which owns 10.92% equity interest in the Company and has sole voting and dispositive power over shares beneficially owned by Advance On Ventures Limited. Chen-Yi Lee is also the Stockholder of the Company Advance On Ventures Limited Stockholder of the Company Well Fancy Development Ltd Hung To Pau is the director and stockholder of the entity Shanghai Junfu Electronic Technology Co., Ltd. Hung To Pau is the legal person and stockholder of the entity In the ordinary course of business, during the fiscal years ended June 30, 2025 and 2024, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties. The following table provides the transactions with these parties for the years as presented (for the portion of such period that they were considered related): June 30, 2025 June 30, 2024 US$ US$ Amount due to related parties – major stockholders Name of related party Yi Lu, Ph.D. (1) 122,626 110,268 Chen-Yi Lee (2) 5,436 3,544 Hung To Pau, Ph.D. (3) 44,705 - 172,767 113,812 Amount due to related parties – related corporations Current: Name of related party Well Fancy Development Ltd (4) 211,083 - Shanghai Junfu Electronic Technology Co., Ltd. (5) 704,953 674,262 916,036 674,262 Non-Current: Name of related party Well Fancy Development Ltd (4) 69,975 - Shanghai Junfu Electronic Technology Co., Ltd. (5) 69,797 - 139,772 - 1. Advanced Biomed Inc.(Taiwan) entered into an unsecured, interest-free loan to Yi Lu amounting to NTD 3,578,212 (approximately US$ 122,626 ) for general working capital in January 2023. As of June 30, 2025 and 2024, the loan balance due to Yi Lu amounted to US$ 122,626 and US$ 110,268 , respectively. 2. Payments of expenses on behalf of Advanced Biomed Inc. (Taiwan). 3. Advanced Biomed Inc.(HK) entered into one unsecured, interest-free loan to Hung To Pau, Ph.D. amounting to US$ 200,000 for general working capital in July 2024 and the amount was full settled in 2025. And Shanghai Sglcell Biotech Co., Ltd entered into three unsecured, interest-free loans to Hung To Pau, Ph.D. amounting to RMB 122,566 (approximately US$ 17,110 ), RMB 121,681 (approximately US$ 16,986 ) and RMB 76,000 (approximately US$ 10,609 ) for general working capital in October 2024, November 2024 and December 2024. As of June 30, 2025, the loan balance due to Hung To Pau, Ph.D. totally amounted to RMB 320,247 (approximately US$ 44,705 ) for general working capital. F- 22 4. Advanced Biomed Inc.(Taiwan) entered into seven unsecured, interest-free loans to Well Fancy Development Ltd amounting to NTD 5,740,600 (approximately US$ 196,731 ), NTD 1,911,944 (approximately US$ 65,522 ), NTD 1,906,840 (approximately US$ 65,347 ), NTD 3,121,500 (approximately US$ 106,974 ), NTD 1,798,060 (approximately US$ 61,620 ), NTD 1,291,552 (approximately US$ 44,262 ) and NTD 455,992 (approximately US$ 15,627 ) for general working capital in July 2024, October 2024, November 2024, December 2024, January 2025, February 2025 and March 2025. In March 2025, Advanced Biomed Inc.(HK) paid US$ 550,000 to Well Fancy Development Ltd for Advanced Biomed Inc.(Taiwan)’s debt. And Advanced Biomed Inc. entered into two unsecured, interest-free loan to Well Fancy Development Ltd amounting to US$ 119,975 and US$ 205,000 for general working capital in November 2024 and March 2025. In March 2025, Advanced Biomed Inc. paid US$ 50,000 to Well Fancy Development Ltd for repayment. As of June 30, 2025, the loan balance due to Well Fancy Development Ltd totally amounted to NTD 177,488(approximately US$ 6,083 ) and US$ 274,975 for general working capital. 5. Shanghai Sglcell Biotech Co., Ltd entered into nine unsecured, interest-free loans to Shanghai Junfu Electronic Technology Co., Ltd. amounting to RMB 500,000 (approximately US$ 69,797 ) in April 2023, May 2023, June 2023 and September 2023, respectively, and RMB 700,000 (approximately US$ 97,716 ), RMB 1,000,000 (approximately US$ 139,595 ), RMB 500,000 (approximately US$ 69,797 ), RMB 700,000 (approximately US$ 97,716 ) and RMB 650,000 (approximately US$ 90,738 ) in January 2024, March 2024, March 2024, June 2024 and October 2024, respectively, for general working capital. As of June 30, 2025 and 2024 the loan balance due to Shanghai Junfu Electronic Technology Co., Ltd totally amounted to RMB 5,550,000 (approximately US$ 774,750 ) and RMB 4,900,000 (approximately to US$ 674,262 ), respectively. 13. SEGMENT INFORMATION The Company operates and manages its business as a single reportable segment, which is consistent with how the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, makes operating decisions and allocates resources. The CODM assesses performance and results of operations at the Company level. The Company’s operations are centralized and integrated, with financial results reviewed and managed on a consolidated basis. Accordingly, management has determined that the Company has one reportable segment under ASC Topic 280, Segment Reporting. Measure of Segment Profit or Loss The CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the consolidated net income from the statement of operations, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. The following table presents the significant expense categories in the Company’s single operating segment: For the year ended June 30, 2025 For the year ended June 30, 2024 US$ US$ Research and development expenses ( 909,771 ) ( 880,193 ) General and administrative expenses ( 2,111,265 ) ( 1,661,379 ) Other expense, net ( 237,933 ) ( 240,706 ) Net Loss ( 3,258,969 ) ( 2,782,278 ) 14. CONCENTRATIONS AND RISKS Credit Risk Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries. F- 23 Impact of Inflation Inflation in Taiwan and PRC has not materially affected the Company’s profitability and operating results. However, the Company can provide no assurance that we will be unaffected by higher inflation rates in Taiwan and PRC or globally in the future. 15. COMMITMENTS AND CONTINGENCIES Contingencies In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of June 30, 2025 and up through October 8, 2025, the issuance date of these consolidated financial statements. Lease commitment The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty. The right-of-use assets relate to leases of office premises and a dormitory for employees in the PRC and the laboratory in Taiwan. The recognized operating lease ROU assets and lease liabilities as follows: June 30, 2025 June 30, 2024 US$ US$ Operating lease ROU asset 65,399 126,740 June 30, 2025 June 30, 2024 US$ US$ Operating lease liabilities Current portion 35,811 62,211 Non-current portion 5,879 64,529 Total 41,690 126,740 As of June 30, 2025, future minimum lease payments under the non-cancellable operating leases are as follows: Future payment US$ 2026 36,532 2027 5,929 2028 - 2029 - 2030 - Thereafter - Total future lease payment 42,461 Less: imputed interest ( 771 ) Present value of operating lease liabilities 41,690 Operating lease liabilities, current portion 35,811 Operating lease liabilities, non-current portion 5,879 The following summarizes other supplemental information about the Company’s operating lease as of June 30, 2025: Weighted average discount rate 3.40 % Weighted average remaining lease term (years) 1.15 16. SUBSEQUENT EVENTS The Company has assessed all events from June 30, 2025 through October 8, 2025, which is the date that these consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements. F- 24 (2) Financial Statement Schedules All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements. (3) Index of Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date 3 Certificate of Incorporation and Bylaws 3.1 Amended and Restated Memorandum and Articles of the Company S-1 333-288907 3.1 July 23, 2025 3.2 Corporate Bylaws S-1 333-288907 3.2 July 23, 2025 4 Instruments Defining the Rights of Security Holders, Including Indenture. 4.1 Specimen Stock Certificate evidencing the shares of common stock S-1 333-288907 4.1 July 23, 2025 4.2* Description of Capital Stock - - - - 10 Material Contracts 10.1 Employment Agreement with the Chief Financial Officer S-1 333-288907 10.1 July 23, 2025 10.2 2023 Equity Incentive Plan S-1 333-288907 10.2 July 23, 2025 10.3 Advisory Agreement between Advanced Biomed Inc. and Lin Chien Huang S-1 333-288907 10.3 July 23, 2025 10.4 Advisory Agreement between Advanced Biomed Inc. and Zhou Caicun S-1 333-288907 10.4 July 23, 2025 10.5 Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc. S-1 333-288907 10.5 July 23, 2025 10.6 Non-Disclosure Agreement between Advanced Biomed Inc. and Unimold Technology Inc. S-1 333-288907 10.6 July 23, 2025 10.7 Industrial Cooperation Research Agreement between TSRI and Advanced Biomed Inc. S-1 333-288907 10.7 July 23, 2025 10.8 Investment Agreement between Advanced Biomed Inc. and Hanyu Assets Co., Ltd. S-1 333-288907 10.8 July 23, 2025 10.9 Investment Agreement between Advanced Biomed Inc. and Newlink Technology Inc. S-1 333-288907 10.9 July 23, 2025 10.10 Debt-for-Equity Swap Agreement S-1 333-288907 10.10 July 23, 2025 10.11 Renewed Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc. S-1 333-288907 10.12 July 23, 2025 10.12 ELOC Agreement 8-K 001-42548 99.1 June 6, 2025 14.1 Code of Business Conduct and Ethics of the Registrant S-1 333-288907 99.1 July 23, 2025 19.1* Insider Trading Policies and Procedures - - - - 21.1 Subsidiaries of the Registrant S-1 333-288907 21.1 July 23, 2025 31.1** Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - - 31.2** Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - - 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 - - - - 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 - - - - 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation S-1 333-288907 99.5 July 23, 2025 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Filed herewith ** Furnished herewith ITEM 16. Form 10-K Summary. None. 113 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. October 8, 2025 Advanced Biomed Inc. By: /s/ Yi Lu Yi Lu Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Yi Lu Chief Executive Officer and Chairman of the Board October 8, 2025 Yi Lu (Principal Executive Officer) /s/ Mingze Yin Chief Financial Officer October 8, 2025 Mingze Yin (Principal Financial and Accounting Officer) /s/ Steven I-Fang Cheng Chief Technology Officer and Director October 8, 2025 Steven I-Fang Cheng /s/ Jing Zhang Director October 8, 2025 Jing Zhang /s/ Cheang I Kei Director October 8, 2025 Cheang I Kei /s/ Mingyue Cai Director October 8, 2025 Mingyue Cai 114