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Item 7. Management’s Discussion and Analysis

2026-10-13 compared with 2025-10-08 · 282 added, 783 removed, 10 unchanged (99% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

The following discussion

and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements

and related notes included elsewhere in this Report.

This discussion and analysis and other parts of this Report contain forward-looking

statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions.

Our actual results and

the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several

factors, including those set forth under “Risk Factors” and elsewhere in this Report.

You should carefully read the “Risk

Factors” section of this Report to gain an understanding of the important factors that could cause actual results to differ materially

from our forward-looking statements.

We are a holding company incorporated

in the State of Nevada.

We operate through Advanced Biomed Taiwan and Advanced Biomed HK.

Advanced Biomed Taiwan is responsible for the

main operation and the design and development of the company’s primary technologies and products.

Since our establishment in 2014,

we have been focusing on the integration of multiple interdisciplinary technologies and established our own microfluidic technology platform.

Utilizing the physical and molecular biological characteristics of tumor cells, we have developed various advanced and original research

through the joint application of semiconductor technology and biotechnology.

This includes complex precision structures, dielectric detection,

functional microfluidic biochips, microfluidic integrated semiconductor sensors, related application modules, and key components of medical

testing equipment.

We have also developed a series of medical testing equipment and related products by integrating various functions

of microfluidic modules, automation software, and hardware.

Our technologies and products can be used for early screening and detection,

diagnosis and staging, and treatment of cancer through the detection of circulating tumor cells and related tumor markers in blood samples,

capture of single circulating tumor cells, and single-cell sorting and determination.

These products provide assistance in treatment selection

and patient prognosis intervention once the required licenses and approvals have been obtained.

Advanced Biotech HK is our first localized

operation company, mainly responsible for market operation and management in China, localized production, product registration, and future

local market sales of our products in accordance with relevant local regulations in China.

Our Shanghai subsidiary owns some of our R&D

equipment and patents and will be responsible for operations related to clinical trials in Mainland China through CROs.

In the future,

we plan to also establish operation centers in countries and regions in North America and Europe.

Our devices, A + Pre,

AC-1000, A + CellScan, and A + SCDrop, and three corresponding microfluidic biochips, A + Pre Chip and AC-1000

CTC Enrichment Chip and A + CellScan Chip, are designed to provide rapid and affordable assay products and services to cancer

Among them, A + Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separation

and enrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples.

The A + CellScan

is mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A + SCDrop preserves the original

viability of single cells.

A+PerfusC™ system,

our latest development, is a compact, all in one perfusion-based 3D cell culture incubator engineered to replicate human physiological

conditions to form 3D tumor spheroids/organoids in vitro.

The system supports up to 12 days of continuous, hands-free culture, reducing

the risk of human error and contamination.

By maintaining uniform nutrient delivery and preventing waste accumulation, the platform promotes

tumor spheroid and organoid formation, enhancing cell viability, growth, and drug response predictability.

Additionally, we have finished

the research and development stage for four matching immunostaining kits, A + CTCE, A + CTCM, A + EMT and A + CM,

and submitted registration applications in China.

The immunostaining kit use antibodies combined with fluorescent groups of different

colors to bind to specific proteins on the cell surface or inside the cells.

The presence and intensity of fluorescent signals can be

observed through a separate fluorescent imaging system, and the expression of the target protein and the cell type can be judged and determined

Different cell types can be distinguished using multiplexed combined staining with different antibodies.

kit is mainly used to identify epithelial circulating tumor cells, the A + CTCM kit is used to identify mesenchymal circulating

tumor cells, the A + EMT kit is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, and the A + CM

kit is used to identify tumor-associated macrophages (cancer-associated macrophage-like cells).

We also developed a product

for early screening of lung cancer, the A + LCGuard Lung Cancer Early Screening Kit (“A + LCGuard”), which

is used to assist in the determination of benign and malignant pulmonary nodules.

From August 2020 to September 2022, we finalized the

research, design, and development of A + LCGuard.

A + LCGuard is Class III medical devices and is required to conduct

clinical trials before completing the registration process.

We plan to begin A+LCGuard’s clinical research in November 2025.

Specifically,

in June 2025, the Company and the CRO began collaborating on drafting the clinical research protocol and started preparing the necessary

equipment, consumables, reagent kits, and other materials for the study.

We expect that the clinical research protocol may pass ethical

review and receive ethics committee approval by the end of October 2025.

Thereafter, we plan to initiate the trial stage of the clinical

research, with completion anticipated within six months of November 2025.

We believe the results of the clinical research will inform

the work plan for future large-scale clinical trials, minimizing waste from an excessively large sample size or insufficient statistical

power due to a sample size that is too small.

We recognize that the clinical research results may differ from expectations and may not

support our expected progression to clinical trials.

If so, we plan to promptly optimize the product, adjust participant group selection,

and modify the final protocol for large-scale clinical trials.

However, we cannot guarantee that any clinical research or trial will

meet our anticipated outcomes.

Furthermore, delays in obtaining ethical approval or recruiting participants could prevent the clinical

research from being completed on schedule.

Such delays could subsequently postpone the large-scale clinical trial and ultimately the

product launch date.

of our products must go through three steps to receive the required clearance from the NMPA before they can be sold to customers.

three steps are research and development, registration application, and registration review, which must be done in that order.

registration application stage, we have to assemble all the required application materials, complete clinical trials (if required by

NMPA), and work with an NMPA accredited third-party organization to examine our products in accordance with NMPA rules.

NMPA will review

our application during the registration review period and may request additional information before officially approving or denying our

applications.

Currently, A + Pre and AC-1000 and their corresponding chips have been cleared by the NMPA;

A + CellScan, A + CellScan Chip, and A + LCGuard are at the registration application stage;

the four matching

immunostaining kits are under registration review.

As of the date of this Report, we have not applied for similar clearances from other

jurisdictions.

participated in a scientific research project at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total

of 123 case studies to test A+Pre, AC-1000 and A + LCGuard.

In the study, we selected 123 individuals, and among them, 75 were

surgical patients with nodular changes or shadows in the lungs reported by imaging studies and 48 healthy patients without lung nodules

reported by imaging studies.

7ml blood samples were taken from test subjects either before the clinical operation (for cancer patients)

or after the physical examination (for healthy individuals), and A + Pre, AC-1000, and A + LCGuard kits were used to

determine whether there were circulating tumor cells and other tumor markers in the blood samples.

Finally, the pathological and physical

examination results of the tested individuals were compared with the test results of our products.

Our test results achieved 96% sensitivity

and 99.9% specificity, which provides the research and development basis for our products.

Specifically, A+Pre and AC-1000 were at the

research and development stage, and we completed their effectiveness and performance indicators testing through this project.

same time, A + LCGuard finished its feasibility and functional verification testing.

All three products were tested together

throughout the entire project.

of our products must be approved by applicable regulatory authorities before being sold to customers.

A + Pre and A + CellScan

can work with third-party products to achieve their designed objectives.

AC-1000 and A + SCDrop may be used together with other

devices according to different application scenarios below.

For the A + LCGuard early screening kit, it has to be used in combination

with A + Pre and AC-1000.

Our four staining kits, A + CTCE, A + CM, A + CTCM, and A + EMT,

can be used independently or with third-party products.

A + Pre, AC-1000, and A + CellScan require the use of our supporting

microfluidic chips.

analysis of high-viscosity blood samples:

A + Pre can be independently used for pretreatment, retaining the original cell

activity while preventing blood samples from clogging the equipment pipeline after entering the detection equipment.

identification and counting application of circulating tumor cells:

blood samples are diluted with A + Pre, and then AC-1000

is used to separate and enrich circulating tumor cells and related tumor markers.

The enriched samples are stained, calibrated, and

finally identified and counted.

We can provide this service to the public if using third-party staining reagents already on the market

However, we plan to officially roll out this service once our in-house developed staining reagents, A + CTCE,

A + CTCM, A + EMT and A + CM, complete the registration process.

The identification and counting of circulating

tumor cells and related tumor marker cells can provide auxiliary references for relevant clinical applications.

of circulating tumor cells:

we follow the same process as the identification of circulating tumor cells to obtain enriched samples

with A + Pre and AC-1000, and then the samples are captured and separated by A + SCDrop to isolate single circulating

This service can provide tumor cells with high purity and high activity.

screening of lung cancer:

peripheral blood samples of the subjects are first obtained, and the target cells are enriched and captured

sequentially by A + Pre and AC-1000.

After that, A + LCGuard performs cell fluorescence staining on the enriched

samples to determine the number of targeted cells, and finally makes a judgment.

to the different regulatory requirements for the marketing of medical device products and in-vitro diagnostics (“IVD”) products

in various regions/countries, it is necessary to complete the registration application and obtain the corresponding license in accordance

with the local regulations before engaging in commercial activities in the respective regions/countries (“localization registration”).

Afterward, marketing and sales can be carried out.

We follow the principle of modularization when design and develop all of our products

and equipment so that products and equipment can be produced locally to meet different regulatory requirements.

Based on the current

development of the early tumor screening and preventive treatment industry and the characteristics of the products we are planning to

register and apply in the future, we have adopted the operation model of centralized research and development and localized management.

We have started the registration process with the NMPA in China for all of our products.

Later on, the Company may establish subsidiaries

in the United States and Europe to produce products and carry out product registration.

To achieve that, our products must be cleared

by the United States Food and Drug Administration and go through the conformity assessment process to obtain the Conformite Europeenne

marking (“CE marking”) from competent authority in each European Union member state.

are looking for suitable locations in the states of California and Washington for our planned expansion to the North America market.

We aim to complete site selection and personnel recruitment in the United States in January 2026 and start product registration, testing

and production afterward.

Our US subsidiary will be responsible for the production and registration of our equipment and related products

Production, testing, and clinical trials in our US market will be conducted in accordance with US regulations, and clinical

data from trials conducted in China will not be used to establish product standards.

In addition, we plan to break into the European

market in January 2026 and conduct localized management and operations in accordance with European regulations.

In 2026, we plan to also

start the localized registration of our IVD products in Europe.

As of the date of this Report, we have not conducted any clinical trials

for our products.

as of the date of this Report, we have not commenced sales of our products nor have any revenue-generating products and do not expect

sales of revenue-generating product candidates until we have completed clinical development, submitted regulatory filings, and received

applicable regulatory approvals for candidate products.

Due to differences in regulatory and clinical registration requirements, we may

not be able to obtain device and product approvals or provide product service on time.

We expect to be in a state of continuous loss

for the next two to three years.

of Operations

the years ended June 30, 2025 and 2024, the Company conducted its business through Advanced Biomed Taiwan and Shanghai Sglcell’s

subsidiaries as research and development centers for technology research and product development.

of Results of Operations for the Fiscal Years Ended June 30, 2025 and 202 4

Years Ended June 30,

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Report.

This discussion and analysis and other parts of this Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions.

Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Report.

You should carefully read the “Risk Factors” section of this Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

We are a holding company incorporated in the State of Nevada.

During the fiscal year ended June 30, 2026, the Company initiated a strategic corporate restructuring designed to transition its business focus from historical biotechnology activities to the artificial intelligence (“AI”) and financial algorithmic software sectors.

Concurrently, following a reconfiguration of our Board of Directors and executive leadership, including the appointment of Mr.

Xiaomin Chen as our Chief Executive Officer and Chairman of the Board, the Company executed a series of definitive agreements to orderly divest its medical and biotechnology operations.

This structured repositioning allows the Company to realign its management expertise and capital resources toward scalability within the evolving AI technology markets.

Historically, we operated through our subsidiaries, Advanced Biomed Inc.

(Taiwan) and Advanced Biomed HK Limited (along with its Shanghai subsidiary, Shanghai Sglcell Biotech Co., Ltd.), which were dedicated to the research, design, and regulatory development of our microfluidic technology platform and cancer screening devices.

In connection with our updated strategic directive to mitigate capital-intensive clinical development risks, the Company systematically phased out its biotechnology segment through the following transactions:

● On December 23, 2025, the Company entered into a sale and purchase agreement to sell 100% of its equity interest in Advanced Biomed HK Limited (and its subsidiary) to a third party for a total cash consideration of $23,000.

● On June 30, 2026, the Company entered into a sale and purchase agreement to sell 100% of its equity interest in Advanced Biomed Inc.

(Taiwan) to a third party for an aggregate cash consideration of $490,000.

As a result of these divestitures, the Company has concluded all biological research and medical development in biotechnology sections have been phased out.

Accordingly, the historical results of operations, assets, and liabilities associated with the biotechnology segment have been reclassified as discontinued operations for all periods presented in our consolidated financial statements in accordance with US GAAP.

To establish a sustainable and near-term revenue-generating platform, the Company executed a definitive agreement in April 2026 to acquire Acellent Technologies (Hong Kong) Co.

Limited (“Acellent”), a specialized entity focusing on artificial intelligence large-language models (“LLMs”) and financial algorithmic software-related applications.

Following the closing of this acquisition, the Company integrated these technologies as its primary operating core services.

Our current business efforts are directed toward the development, integration, and commercialization of data-driven financial modeling solutions, predictive analytics, and enterprise-level AI software-as-a-service (SaaS) applications designed for global financial institutions.

The Company is currently in the integration and initial monetization phase of Acellent’s AI applications.

Due to the significant, non-recurring corporate expenses incurred from our structural transitions, legal and professional fees associated with our corporate restructuring, and the compliance costs related to our 1-for-20 reverse stock split in February 2026, our historical financial data may not be fully indicative of our future operating results or financial trajectory.

To enhance period-over-period comparability, the historical financial performance of our divested biotechnology operations has been segregated and presented as discontinued operations.

Consequently, the subsequent discussion and analysis focuses primarily on our continuing operations, which for the fiscal year ended June 30, 2026, predominantly reflects our corporate restructuring activities, equity transitions, and the results for the period from April through June 2026 of our newly acquired AI technology business.

Management believes this presentation provides the most meaningful, adjusted basis for evaluating our baseline corporate financial performance as we transition into this new sector, although these partial-period results are not representative of a full year of AI operations.

Management anticipates that our future research and development (R&D) expenses and selling, general, and administrative (SG&A) expenses will predictably shift from biomedical laboratory upkeep to cloud computing infrastructure, proprietary AI data acquisition, and technical engineering compensation.

The Company continues to actively monitor and manage its working capital requirements to sufficiently support its AI commercialization roadmap over the next 12 months.

Results of Operations

Following the systematic divestitures of our historical biomedical subsidiaries, including Advanced Biomed HK Limited in December 2025 and Advanced Biomed Inc.

(Taiwan) on June 30, 2026, the historical operating financial performance of our biotechnology segment has been reclassified as discontinued operations.

Concurrently, following the closing of our strategic acquisition of Acellent in April 2026, the Company transitioned its primary operational resources toward the artificial intelligence and financial algorithmic software-related applications sectors.

Accordingly, for the fiscal years ended June 30, 2026 and 2025, the subsequent discussion and analysis focus exclusively on the operating results of our continuing corporate activities and the initial partial-period integration of our newly established AI business segment, providing a more meaningful basis for period-over-period comparisons.

Comparison of Results of Operations for the Fiscal Years Ended June 30, 2026 and 2025

Years Ended June 30, Increase (Decrease)

2026 2025 Amount %

Revenue 127,637 — 127,637 NM

Operating expenses:

Research and development

Stock-based compensation 1,734,009 — 1,734,009 NM

General and administrative expenses 4,627,170 1,086,470 3,540,700 326 %

Total operating expenses 6,361,179 1,086,470 5,274,709 485 %

Interest income

Other expense, net

Loss before tax expense

Income tax expense

our inception, we do not have any products approved for sale, we have not generated any revenue from the sale of products, and we do

not expect to generate revenue from the sale of our product candidates until we complete clinical development, submit regulatory filings

and receive approvals from the applicable regulatory bodies for such product candidates, if ever.

Our main activities through June 30,

2025 have been re-organizational and capital raising activities and the research and development of three automated devices A + Pre,

AC-1000 and A + SCDrop.

research and development expenses are primarily related to research and development of microfluidic biochip technology and its application

in precision medicine in the field of oncology, including early cancer screening and detection, diagnosis and staging, treatment selection,

and patient prognosis.

For the years ended June

30, 2025 and 2024, we incurred research and development expenses of $910 thousand and $880 thousand, respectively.

The research and development

expenses slight increased by approximately $30 thousand or 3% for the year ended June 30, 2025 mainly due to increase in clinical development

We plan to begin the clinical research for A + LCGuard in November 2025, and we anticipate the clinical research

will end in May 2026.

general and administrative expenses primarily consist of (i) staff cost;

(ii) depreciation and amortization;

(iii) office supplies and

upkeep expenses;

(iv) travelling and entertainment;

(v) legal and professional fees;

(vi) property and related expenses;

and (vii) miscellaneous

The following table sets forth the breakdown of our general and administrative expenses for the years ended June 30, 2025 and

Years Ended June 30,

Depreciation and amortization

Travelling and entertainment

Legal and professional fees

Property and related expenses

Office supplies and upkeep expenses

Miscellaneous expenses

For the years ended June 30,

2025 and 2024, our general and administrative expenses amounted to $2.1 million and $1.7 million, respectively.

The increase in administrative

expenses by approximately $0.4 million or 27% for the year ended June 30, 2025, is mainly attributable to the decrease in the staff costs,

depreciation and amortization, and property and related expenses which offset by the increase in travelling and entertainment expenses,

legal and professional fees, office supplies and upkeep expenses and miscellaneous expenses.

For the years ended June 30, 2025 and 2024, our other expense, net

amounted to $(0.3) million and $(0.3) million, respectively.

There’s no significant change from the year ended June 30, 2024 to

Loss for the Year

As a result of the foregoing, our net loss for the year ended June

30, 2025 was $3.3 million, compared to a loss from operations of $2.8 million for the year ended June 30, 2024.

Balance Sheet Arrangements

do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

that is material to investors.

and Capital Resources

liquidity and working capital requirements are primarily related to our research and development and operating expenses.

Historically,

we have met our working capital and other liquidity requirements primarily through a combination of cash generated from stockholders’

advances to the company.

Going forward, we expect to fund our working capital and other liquidity requirements from various sources,

including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from the Initial Public

Offering and other equity and debt financings as and when appropriate.

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.

For the financial year ended June 30, 2025 and 2024, the Company reported net loss

of $3,258,969 and $2,782,278, respectively.

As of June 30, 2025 and 2024, the Company’s working capital surplus was $3,143,443 and

$318,650 respectively.

In addition, the Company had net cash outflows of $5,825,055 and $2,126,340 from operating activities for the financial

year ended June 30, 2025 and 2024, respectively.

These conditions give rise to substantial doubt as to whether the Company will be able

to continue as a going concern.

circumstances warrant and to sustain its ability to support the Company’s operating activities, the Company may consider supplementing

its available sources of funds through the following sources:

raise additional capital;

cash generated from upcoming operations;

financial support from the Company’s related party and stockholders as well as third parties.

Management has commenced strategies

to raise debts from related parties and stockholders and equity.

The Company certain related parties have waived off the amount due to

them as of June 30, 2024 amounted to $2,820,624 in order to improve the Company’s working capital.

The Company completed its initial

public offering in 2025.

In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$4.00 per

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.

we acknowledge that unforeseen circumstances or changes in market conditions could impact our liquidity, we remain committed to monitoring

our financial health and will take necessary actions to secure additional financing if needed.

In the event of unforeseen circumstances

that disrupt the above-mentioned financial projection and strategies, the Company believes that our existing cash $2,903,915 as of June

30, 2025 will be sufficient to meet our research and development and operating expenditures for a minimum period of approximately twelve

months from the date of this Report.

there can be no certainty that these additional financings will be available on acceptable terms or at all.

If management is unable to

execute this plan, there would likely be a material adverse effect on the Company’s business.

All of these factors raise substantial

doubt about the ability of the Company 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.

Cash Requirements

cash requirements consist primarily of day-to-day operating expenses, research and development expenses, capital expenditures and contractual

obligations with respect to facility leases and other operating leases.

We lease our R&D center and office.

We expect to make future

payments on existing leases from cash generated from operations.

had the following contractual obligations and lease commitments as of June 30, 2025:

lease commitment

Other income (expense):

Interest expense (7,014 ) — (7,014 ) NM

Other expense, net (21,925 ) — (21,925 ) NM

Total other expenses, net (28,939 ) — (28,939 ) NM

Loss before income taxes (6,262,481 ) (1,086,470 ) (5,176,011 ) 476 %

Income tax benefit 1,205 — 1,205 NM

Net loss from continuing operations (6,261,276 ) (1,086,470 ) (5,174,806 ) 476 %

Net loss from discontinued operations, net of tax (1,077,064 ) (2,172,499 ) 1,095,435 (50 )%

Gain on disposal of subsidiaries, net of tax 14,015,417 — 14,015,417 NM

Net income (loss) from discontinued operations, net of tax 12,938,353 (2,172,499 ) 15,110,852 (696 )%

Net income (loss) for the year 6,677,077 (3,258,969 ) 9,936,046 (305 )%

Revenue was $127,637 for the fiscal year ended June 30, 2026, compared to $0 for the fiscal year ended June 30, 2025.

Following our strategic transition into artificial intelligence and financial algorithmic software-related applications sectors, the Company successfully commenced commercial operations and unlocked its initial revenue pipeline during the current year.

This period’s revenue was derived from agency services.

This initial engagement serves as a critical proof-of-concept for our post-acquisition infrastructure, demonstrating the immediate revenue-generating capabilities of our newly acquired assets.

Prior to this business pivot, the Company generated no revenue from continuing operations due to the reclassification of its historical biotechnology segment as discontinued operations.

Stock-based compensation

Stock-based compensation expense was $1,734,009 for the year ended June 30, 2026, compared with none for the year ended June 30, 2025.

The expense related to common stock issued as a stock-based payment to seller for accepting as CEO and director of the Company in connection with the Acellent acquisition transaction.

This was a noncash expense and contributed to the increase in total operating expenses and operating loss in fiscal 2026.

See Note 8 to the consolidated financial statements for further information.

General and Administrative Expenses

Our general and administrative (“G&A”) expenses increased by $3,540,700, or approximately 326%, to $4,627,170 for the year ended June 30, 2026, from $1,086,470 for the year ended June 30, 2025.

The increase was primarily attributable to a $2,918,909 provision for expected credit losses and a $500,000 noncash commitment fee, partially offset by decrease in professional fees.

The following table presents a summary of our general and administrative expenses for the years ended June 30, 2026 and 2025:

Years Ended June 30, Increase (Decrease)

2026 2025 Amount %

Professional fees 760,688 1,003,489 (242,801 ) (24 )%

Staff costs and benefits 306,538 81,743 224,795 275 %

Board compensation 42,000 — 42,000 NM

Provision for expected credit losses 2,918,909 — 2,918,909 NM

Non-cash commitment fee 500,000 — 500,000 NM

Listing and regulatory fees 92,500 — 92,500 NM

Office and other expenses 6,535 1,238 5,297 428 %

Total 4,627,170 1,086,470 3,540,700 326 %

General and administrative expenses increased by $3,540,700, or approximately 326%, to $4,627,170 for the year ended June 30, 2026, from $1,086,470 in the prior year.

The increase was primarily attributable to a $2,918,909 provision for expected credit losses on receivables and a $500,000 noncash commitment fee paid in common stock.

Staff costs and benefits increased by $224,795 to $306,538, reflecting, in part, the inclusion of Acellent’s expenses in the current year after acquisition as well as bonus was paid to management team.

Board compensation was $42,000, and listing and regulatory fees were $92,500, compared with none in the prior year.

These increases were partially offset by a $242,801 decrease in professional fees, from $1,003,489 to $760,688.

Total Other Expenses, Net

Total other expenses, net was $28,939 for the year ended June 30, 2026, compared with $0 for the year ended June 30, 2025.

The current-year amount consisted primarily of $7,014 of interest expense and $21,925 of other expense, net.

Net Loss from Continuing Operations

Loss from continuing operations was $6,261,276 for the year ended June 30, 2026, compared with a loss of $1,086,470 for the year ended June 30, 2025, an increase of $5,174,806.

The increase was primarily attributable to $4,627,170 of general and administrative expenses and $1,734,009 of stock-based compensation and partially offset by $127,637 of revenue from continuing operations.

The Company recognized an income tax benefit of $1,205 in fiscal 2026, compared with no income tax expense or benefit in fiscal 2025.

Net Income (Loss) from Discontinued Operations, net of tax

Net income from discontinued operations, net of tax, was $12,938,353 for the year ended June 30, 2026, compared with net loss of $2,172,499 for the year ended June 30, 2025.

Results improved by $15,110,852, from a net loss to net income.

Research and development expenses of the discontinued operations decreased to $869,823 from $909,771, while their general and administrative expenses decreased to $443,126 from $1,024,795.

The improvement was primarily attributable to the $14,015,417 gain on disposal of subsidiaries.

The discontinued operations comprise the historical biotechnology businesses disposed of during fiscal 2026.

See Note 5 to the consolidated financial statements for more details.

Net Income (Loss) for the Year

Net income was $6,677,077 for the year ended June 30, 2026, compared with a net loss of $3,258,969 for the year ended June 30, 2025, an improvement of $9,936,046.

The improvement was primarily attributable to the $14,015,417 gain on disposal of subsidiaries recognized in fiscal 2026.

This gain was partially offset by higher operating expenses from continuing operations.

Liquidity and Capital Resources

Our principal liquidity requirements relate to personnel, technology infrastructure, software development, professional services and other costs of our continuing operations.

Following the dispositions of our historical biotechnology businesses during fiscal 2026, we no longer fund those businesses’ laboratory operations and clinical development activities.

As of June 30, 2026, we had cash of $385,535, current assets of $13,749,512 and current liabilities of $1,473,989.

Net cash used in operating activities from continuing operations was $961,341 for the year.

Current assets included $12,959,826 net due from former subsidiaries and a $402,151 net receivable from the buyer of our former Taiwan subsidiary.

The $490,000 sale consideration remained receivable at year end and had not been received in cash.

The timing and amount of collections on these receivables are significant to our liquidity.

Management intends to fund operations through available cash, cash generated from operations and, if necessary, additional financing from investors and financial institutions.

Based on its current operating plans and expected cash requirements, management believes the Company has sufficient resources to meet its obligations for at least twelve months from the date the consolidated financial statements are issued.

This assessment depends in part on expected collections and operating cash flows, which may differ from current expectations.

Additional financing may not be available on acceptable terms, or at all.

The following table and discussion summarize our primary cash flow movements for the fiscal years ended June 30, 2026 and 2025:

Cash Flow Summary Years Ended June 30,

dollars) 2026 2025

Net cash used in operating activities - continuing operations (961,341 ) (2,308,369 )

Net cash used in operating activities - discontinued operations (985,602 ) (3,516,686 )

Net cash used in investing activities - continuing operations (2,581,850 ) -

Net cash provided by (used in) investing activities - discontinued operations 75,763 (31,650 )

Net cash provided by financing activities - continuing operations 1,326,215 5,768,775

Net cash provided by financing activities - discontinued operations 641,757 165,526

Effect of exchange rate changes on cash - continuing operations (10,479 ) -

Effect of exchange rate changes on cash - discontinued operations (22,843 ) 218,346

Net (decrease) increase in cash (2,518,380 ) 295,942

Operating Activities

Net cash used in operating activities from continuing operations was $961,341 for the year ended June 30, 2026, compared with $2,308,369 for the year ended June 30, 2025, a decrease in cash used of $1,347,028.

Loss from continuing operations of $6,261,276 in fiscal 2026 and the reconciliation to operating cash flows reflected $1,734,009 of stock-based compensation, provision for expected credit losses on receivables of $2,918,909, a $500,000 noncash commitment fee, changes in prepaid expenses and other current assets of $579,866, and a $431,644 decrease in accounts payable, accruals and other current liabilities.

Net cash used in operating activities from discontinued operations was $985,602 in fiscal 2026, compared with $3,516,686 in fiscal 2025, a decrease in cash used of $2,531,084.

Investing Activities

Net cash used in investing activities from continuing operations was $2,581,850 in fiscal 2026, compared with nil in fiscal 2025 arising from net cash outflow for disposal of subsidiaries.

Net cash provided by investing activities from discontinued operations was $75,763 for the year ended June 30, 2026, compared with net cash used of $31,650 for the year ended June 30, 2025.

Financing Activities

Net cash provided by financing activities was $1,967,972 for the year ended June 30, 2026, comprising $1,326,215 from continuing operations and $641,757 from discontinued operations.

Cash provided by financing activities from continuing operations included $248,000 of proceeds from the issuance of common stock and $1,078,215 of proceeds from related parties.

Net cash provided by financing activities was $5,934,301 in fiscal 2025, comprising $5,768,775 from continuing operations and $165,526 from discontinued operations.

The fiscal 2026 issuance of $500,000 of common stock for commitment fees and $1,734,009 of common stock as a share-based payment in connection with the Acellent transaction were noncash transactions.

On July 14, 2026, the Company delivered notice to terminate its equity line of credit arrangement.

The termination became effective on July 21, 2026.

See Note 15 to the consolidated financial statements.

Material Cash Requirements

Our material cash requirements primarily relate to personnel, technology infrastructure, software development, professional services and other costs of our continuing operations.

Following the dispositions of our historical biotechnology businesses, we no longer fund their laboratory operations and clinical development activities.

As of June 30, 2026, we had no non-current liabilities presented in the consolidated balance sheet.

Our near-term cash requirements include the settlement of current liabilities and the funding of continuing operations.

We intend to meet these requirements through available cash, cash generated from operations, collections of receivables and, if necessary, additional financing.

The timing and amount of receivable collections may differ from our expectations, and additional financing may not be available on acceptable terms.

Liquidity Position and Working Capital

The following table presents a summary of our working capital position as of June 30, 2026 and 2025:

As of June 30, Increase (Decrease)

Total current assets 13,749,512 22,382,323 (8,632,811 )

1 unchanged sentence

Net current assets 12,275,523 3,143,443 9,132,080

As of June 30, 2025 and 2024,

the Company’s working capital surplus was $3,143,443 and $318,650, respectively.

Management has commenced a strategy to raise debt

and equity, including financial supports from the Company’s related party and stockholders as well as third parties, which will

enable that we have sufficient working capital for our requirements for at least the next two months from the date of this Report, in

the absence of unforeseen circumstances, taking into account the cash and financial resources presently available to us.

following table summarizes our cash flows for the fiscal years ended June 30, 2025 and 2024:

Cash at beginning of the year

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Foreign currency effect

Net increase (decrease) in cash

Cash at end of the year

Flow from Operating Activities

the years ended June 30, 2025 and 2024, the operating activities were primarily comprised the research and development activities, staff

costs and administrative expenses.

net cash used in operating activities primarily reflected our net loss, as adjusted for non-operating items, such as non-cash depreciation

and amortization and effects of changes in working capital such as decrease in prepaid expenses and other current assets and increase

or decrease in accounts payables, accruals and other current liabilities.

For the year ended June 30, 2025, our net cash used in operating activities

was approximately $5.8 million, which primarily reflected our net loss of approximately $3.3 million, as primarily adjusted by the (i)

non-cash depreciation and amortization of approximately $0.3 million, positively offset by (ii) increase in prepaid expenses and other

current assets of approximately $2.7 million.

the year ended June 30, 2024, our net cash used in operating activities was approximately $2.1 million, which primarily reflected our

net loss of approximately $2.8 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.4

million positively offset by (ii) increase in accounts payable, accrual and other current liabilities of approximately $0.5 million and

negatively impacted by increase in prepaid expenses and other current assets of approximately $0.3 million.

Flow from Investing Activities

cash flows used in investing activities primarily consisted of (i) the purchase of intangible assets;

(ii) the purchase of equipment,

furniture and fixtures and leasehold improvements;

and (iii) acquisition of assets of the subsidiaries.

the year ended June 30, 2025, our net cash used in investing activities was approximately $0.03 million, primarily attributable to the

purchase of equipment.

the year ended June 30, 2024, our net cash used in investing activities was approximately $0.08 million, primarily attributable to the

purchase of equipment.

Flow from Financing Activities

cash flows from financing activities primarily consists of proceeds from issuance of shares.

For the year ended June 30, 2025, our Company recorded net cash generated

from financing activities of approximately $5.9 million, which was mainly attributable to the proceeds from issuance of shares of approximately

$5.5 million.

the year ended June 30, 2024, our Company recorded net cash generated from financing activities of approximately $1.9 million, which

was mainly attributable to the initial public offering costs and certain expenditures paid on behalf by the related parties and loans

from the related parties totaling approximately $1.9 million.

Accounting Policies and Estimates

financial statements and accompanying notes have been prepared in accordance with U.S.

The preparation of these financial statements

and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues

and expenses, and related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and on various

other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments

about the carrying values of assets and liabilities that are not readily apparent from other sources.

We have identified certain accounting

policies that are significant to the preparation of our financial statements.

These accounting policies are important for an understanding

of our financial condition and results of operation.

Critical accounting policies are those that are most important to the portrayal

of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often

as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility

that future events affecting the estimate may differ significantly from management’s current judgments.

While our significant accounting

policies are more fully described in Note 3 to the consolidated financial statements included elsewhere in this Report, we believe the

following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial

are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public

company reporting requirements.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage

of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting

We have elected to take advantage of the extended transition period for complying with new or revised accounting standards

and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

As a result of our election, our financial statements

may not be comparable to those of companies that comply with public company effective dates.

of Estimates and Assumptions

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the periods presented.

We base our estimates on historical

experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances.

Actual results

could differ significantly from those estimates under different assumptions and conditions.

Significant accounting estimates reflected

in our consolidated financial statements include the useful lives for equipment and intangible assets, fair value of financial instruments,

assumptions used in assessing right of use assets, impairment of equipment and intangible assets.

We continue to evaluate these estimates

and assumptions that we believe to be reasonable under the circumstances.

We rely on these evaluations as the basis for making judgments

about the carrying values of assets and liabilities that are not readily apparent from other sources.

Since the use of estimates is an

integral component of the financial reporting process, actual results could differ from these estimates.

Some of our accounting policies

require higher degrees of judgment than others in their application.

We believe critical accounting policies as disclosed in this Report

reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.

following accounting policies are significant to the preparation of our consolidated financial statements.

The areas involving a higher

degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements are disclosed

in Critical, Accounting Judgements and Key Sources of Estimation Uncertainty.

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.

The Company also re-evaluates the periods of depreciation to determine whether subsequent

events and circumstances warrant revised estimates of useful lives.

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

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.

an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated

using one of the following approaches:

income, cost and/or market.

Assets which are to be disposed of are reported at the lower of the

carrying amount or fair value less costs to sell.

The carrying amount of a long-lived asset or asset group is considered

impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying amount.

In that event,

a loss is recorded in “Impairment of long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income

(Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group.

Fair value, using

the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the

asset or asset group under review, discounted at a rate commensurate with the risk involved.

Fair value, utilizing the cost approach,

is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence.

Fair value, utilizing

the market approach, benchmarks the fair value against the carrying amount.

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.

the assets were fully impaired in 2022.

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

The estimated useful lives are as follows:

Lab equipment

Computer equipment

Furniture and fixtures

Leasehold improvements

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 income.

The Company also re-evaluates the

periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

consist 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.

As of June 30, 2025, cash balances of $2,836,037 and $14,306 were maintained at financial institutions in Taiwan and the PRC, respectively.

PRC and Taiwan laws and regulations impose certain restrictions on our ability to transfer cash between countries and between our subsidiaries.

ash may be transferred within our organization in the following manners:

(i) Advanced Biomed may transfer funds to our subsidiaries,

including our Shanghai subsidiary, by way of capital contributions or loans, through intermediate holding subsidiaries or otherwise;

(ii) we and our intermediate holding subsidiaries may provide loans to our operating subsidiaries and vice versa;

and (iii) our subsidiaries,

including our Shanghai subsidiary, may make dividends or other distributions to us through intermediate holding companies or otherwise.

As of the date of this Report, Advanced Biomed made fourteen capital contributions to Advanced Biomed Taiwan and Advanced Biomed HK to

support their research and development.

Advanced Biomed

Advanced Biomed Taiwan

Advanced Biomed HK

Advanced Biomed Taiwan

Advanced Biomed HK

Advanced Biomed Taiwan

Advanced Biomed HK

Advanced Biomed Taiwan

Advanced Biomed HK

Other than the transfers in

the table above, we have not made any distribution of dividends or assets, cash transfers, capital contributions or loans among the holding

company or any of our subsidiaries.

Any loans from us or our holding subsidiaries outside of Mainland China to our Shanghai subsidiary,

which is treated as a FIE under PRC law, are subject to PRC regulations and foreign exchange loan registrations.

Such loans to our FIE

subsidiary to finance its activities must be registered with the SAFE or its local counterparts.

PRC laws, regulations and judicial interpretations

thereof do not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations by way of short term interest

free loans as long as they comply with relevant laws and procedures.

In the future, cash proceeds raised from overseas financing activities,

including any securities offerings, may be transferred by us to our Taiwan and Hong Kong subsidiaries and Shanghai subsidiary via capital

contributions or shareholder loans.

As of the date of this Report, Advanced Biomed has not made dividend or other distributions to our

stockholders.

Advanced Biomed may pay dividends to our stockholders subject to our ability to service our debts as they become due and

provided that our assets will exceed our liabilities after the payment of such dividends.

As a holding company, Advanced Biomed may rely

on dividends and other distributions on equity paid by our subsidiaries for our cash and liquidity requirements, including payment of

any debt we may incur outside of China and our expenses.

If any of our subsidiaries incurs debt on its own behalf in the future, the instruments

governing such debt may restrict their ability to pay dividends to us.

To the extent cash or assets in the business is in the PRC or the

Shanghai subsidiary, the cash or assets may not be available to fund operations or for other use outside of the PRC due to interventions

in or the imposition of restrictions and limitations on our or our subsidiaries’ ability by the PRC government to transfer cash

or assets or distribute earnings within our group or to U.S.

PRC laws and regulations applicable to our Shanghai subsidiary

permit payments of dividends only out of their retained earnings, if any, determined in accordance with applicable accounting standards

and regulations.

Our Shanghai subsidiary may pay dividends only out of their respective accumulated after-tax profits as determined in

accordance with PRC accounting standards and regulations.

In addition, our subsidiaries are required to set aside at least 10% of its

accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such funds reaches

50% of its registered capital.

At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits to

discretionary funds.

These reserve funds and discretionary funds are not distributable as cash dividends.

Furthermore, dividends paid

by our Shanghai subsidiary to its parent companies will be subject to a 10% withholding tax, which can be reduced to 5% if certain requirements

The PRC government also imposes restrictions on the conversion of RMB into foreign currencies and the remittance of currencies

out of the PRC.

As such, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign

currency for the payment of dividends from our profits, if any, or transfer cash within our group, across border, or to U.S.

Additionally, current Taiwan regulations only permit our Taiwan subsidiary to pay dividends to its shareholders out of its accumulated

profits, and Advanced Biomed Taiwan must set aside at least 10% of its accumulated profits each year and use it to make up previous losses,

The statutory reserve cannot be distributed as cash dividends.

As of the date of this Report, no dividends, transfers, or distributions

have been made within our group or to stockholders.

We presently intend to retain all earnings to fund our operations and business expansions

and have no plan to distribute earnings to stockholders.

We do not anticipate paying dividends or other distributions to our stockholders,

including U.S.

investors, in the foreseeable future.

See the relevant discussions in Risk Factors.

of loss is not expected by management.

A hypothetical 10% change in average interest rates during 2025 would not have a material impact

in annual interest income.

of long-lived assets

assets, including equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances

(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying

value of an asset may not be recoverable.

We assess the recoverability of the assets based on the undiscounted future cash flows the

assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from

the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset.

If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash

flows approach or, when available and appropriate, to comparable market values.

As of June 30, 2025 and 2024, except for the impairment

loss on intangible assets recognized, no further impairment of long-lived assets was recognized.

an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated

using one of the following approaches:

income, cost and/or market.

Assets which are to be disposed of are reported at the lower of the

carrying amount or fair value less costs to sell.

carrying amount of a long-lived asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset

or asset group is less than its carrying amount.

In that event, a loss is recorded in “Impairment of long-lived assets” on

our Consolidated Statements of Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the

fair value of the long-lived asset or asset group.

Fair value, using the income approach, is determined primarily using a discounted

cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate

with the risk involved.

Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for,

among other things, depreciation and obsolescence.

Fair value, utilizing the market approach, benchmarks the fair value against the carrying

Company adopted ASC 842 on July 1, 2020.

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 July 1, 2020

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.

Value Measurement

accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and

requires disclosure of the fair value of financial instruments held by the Company.

accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance

disclosure requirements for fair value measures.

The three levels are defined as follows:

Level 1 inputs to the valuation

methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation

methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets

or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 inputs to the valuation

methodology are unobservable and significant to the fair value.

instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost,

which approximate fair value because of the short period of time between the origination of such instruments and their expected realization

and their current market rates of interest.

The Company accounts for bank loans and lease payables at amortized cost and has elected

NOT to account for them under the fair value hierarchy.

Fair value estimates are made at a specific point in time based on relevant market

information about the financial instrument.

These estimates are subjective in nature and involve uncertainties and matters of significant

judgment and, therefore, cannot be determined with precision.

Changes in assumptions could significantly affect the estimates.

of June 30, 2025 and 2024, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit

losses) and current liabilities (excluding the “Current portion of long-term debt and finance lease obligations”) was equal

to or approximated fair value due to their short-term nature or proximity to current market rates.

fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market

conditions, related securities, various public and private offerings, and other publicly available information.

In performing this analysis,

we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities.

See Note 10 for the fair value of our long-term debt.

Concentration

of Credit Risk

instruments that potentially subject the Company to credit risk consist of cash on hand, the Company’s demand deposit placed with

financial institutions and other receivables.

Bank and cash balances are maintained with high credit quality institutions, the composition

and maturities of which are regularly monitored by management.

As of June 30, 2025 and 2024, bank and cash balances of $2.9 million and

$2.6 million, respectively were maintained at financial institutions in Taiwan and China, of which approximately $2.9 million and $2.6

million, respectively, was subject to credit risk.

While management believes that these financial institutions are of high credit quality,

it also continually monitors their credit worthiness.

The maximum exposure to credit risk is the carrying amounts of cash and bank balances

presented on the consolidated statements of financial position.

risk is the risk that the Company will not be able to meet its financial obligations as they become due.

The Company’s policy is

to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without

incurring unacceptable losses or risking damage to the Company’s reputation.

A key risk in managing liquidity is the degree of

uncertainty in the cash flow projections.

If future cash flows are fairly uncertain, the liquidity risk increases.

types of inflationary pressures that affected the Company has primarily related to research and development costs, staff salaries and

related costs.

Inflation in Taiwan and China has not materially affected our profitability and operating results.

However, we can provide

no assurance that we will be unaffected by higher inflation rates in Taiwan and China or globally in the future.

have not observed any significant seasonal trends.

Our directors believe that there is no apparent seasonality factor affecting the industry

that our Company is operating in.

than as disclosed elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably

likely to have a material effect on our profitability, liquidity, or capital resources, or that would cause reported financial information

not necessarily indicative of future operating results or financial condition.

and Qualitative Disclosures about Market Risk

are not exposed to interest rate risk while we have no bank loans outstanding.

of June 30, 2025 and 2024, bank and cash balances of approximately $2.9 million and $2.6 million, respectively, were maintained at financial

institutions.

A hypothetical 10% decrease in average interest rates during 2025 would not have a material impact in annual interest income.

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), financial instrument and cash presented on the consolidated

statements of financial position.

The Company has no other financial assets which carry significant exposure to credit risk.

Exchange Risk

reporting currency is the United States Dollar.

The Company cannot guarantee that the current exchange rate will remain steady;

there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating

exchange rate actually post higher or lower profit depending on exchange rate of NT$ and RMB converted to US$ on that date.

rate could fluctuate depending on changes in political and economic environments without notice.

However, the Company assessed that a

hypothetical 10% decrease in exchange rates during 2025 would not have a material impact in exchange gain/loss.

Accounting Judgements and Key Sources of Estimation Uncertainty

are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying

the Group’s accounting policy and that has the most significant effect on the amounts recognized in the financial statements.

sources of estimation uncertainty

key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are

disclosed below:

of intangible assets

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.

Accounting standards require that if the sum of the future cash

flows expected to result from a company’s asset, undiscounted and without interest charges, is less than the reported value of

the asset, an asset impairment must be recognized in the financial statements.

The amount of impairment to recognize is calculated by

subtracting the fair value of the asset from the reported value of the asset.

As disclosed in note 6 to the consolidated financial statements

for the years ended June 30, 2025 and 2024, the intangible asset related to acquired patents are carried forward through the acquisition

of Shanghai Sglcell since the year ended June 30, 2022.

Company believe that the accounting estimate related to asset impairment is a “critical accounting estimate” because:

it is susceptible to change from period to period because it requires company management to make assumptions about future sales and cost

of sales over the life of the products arising from the patents acquired (generally six years);

and (2) the impact that recognizing an

impairment would have on the assets reported on our balance sheet as well as our net loss would be material.

Management’s assumptions

about future sales prices and future sales volumes of the products arising from the patents acquired require significant judgment because

actual sales prices and volumes have fluctuated in the past and are expected to continue to do so.

Management has discussed the development

and selection of this critical accounting estimate with our board of directors and the board has reviewed the Company’s disclosure

relating to it in this MD&A.

In estimating future sales, we use our internal budgets.

We develop our budgets based on estimated sales

data for new products, planned timing of new product launches, customer commitments related to newly developed products.

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.

The management has assessed

that risk related to using different assumptions and analyze their sensitivity to change based on outcomes that are deemed reasonably

likely to occur and concluded any change would not have affected our liquidity and capital resources with the impairment recognized as

of June 30, 2025 and 2024.

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

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

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.

As of June 30, 2026, working capital was $12,275,523, compared with $3,143,443 as of June 30, 2025.

Current assets as of June 30, 2026 included $12,959,826 net due from former subsidiaries and a $402,151 net receivable from the buyer of the Taiwan subsidiary.

Because these receivables constitute a substantial portion of current assets, reported working capital does not represent cash immediately available for operations.

The June 30, 2025 balance sheet also included assets and liabilities of businesses subsequently disposed of, which affects comparability between the two dates.

Off-Balance Sheet Arrangements

As of June 30, 2026, we had no off-balance sheet arrangements that have had, or are reasonably likely to have, a material effect on our financial condition, results of operations, liquidity or capital resources.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S.

Their preparation requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures.

We base these estimates on historical experience and other assumptions that we believe are reasonable under the circumstances.

Actual results may differ from our estimates.

Critical accounting policies includes revenue recognition, stock-based compensation, provision for expected credit losses, acquisition and disposal of subsidiaries.

Please refer the Note 3 to the consolidated financial statements for more details of the these accounting policies.

The critical accounting estimates discussed below involve significant judgment and uncertainty and have had, or are reasonably likely to have, a material effect on our financial condition or results of operations.

We are an “emerging growth company” under the federal securities laws and have elected to use the extended transition period for complying with new or revised accounting standards.

Accordingly, our consolidated financial statements may not be comparable to those of companies that apply the effective dates applicable to non-emerging growth companies.

Use of Estimates and Assumptions

Significant estimates and judgments reflected in our consolidated financial statements include the expected credit losses on amounts due from former subsidiaries and other receivables, the measurement of gains on the disposal of subsidiaries, the classification and presentation of discontinued operations, and the valuation and accounting for equity transactions, including shares issued for services.

Actual results could differ from these estimates.

Valuation of Shares Issued for Services

During the year ended June 30, 2026, the Company issued common shares for compensation for seller accepting the position of CEO and director of the Company of $1,734,009 and for a commitment fee of $500,000 which were recognized in operating expenses.

Accounting for these transactions required management to evaluate the terms of the arrangements, identify the services received, and determine the measurement and timing of the related expense.

The measurement of the shares issued for services involved judgment regarding their fair value.

Changes in the underlying facts or valuation assumptions could have affected the amounts recognized.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.

Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.

The five-step model defined by ASC 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts, and (5) recognize revenue when each performance obligation under those contracts is satisfied.

A contract contains a promise (or promises) to transfer goods or services to a customer.

A performance obligation is a promise (or a group of promises) that is distinct.

The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.

The Company enters into a distinct contract with its customers for the provision of agency service.

Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods or services.

The transaction price is fixed.

The agency fee was one-off, non-refundable right for the agent sourcing customers for the Company.

Revenue is recognized when the Company satisfies a performance obligation by transferring the promised service to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for that service.

The Company’s revenue from continuing operations is primarily derived from agency services provided through its subsidiary, Acellent.

The Company identifies the services promised under each customer arrangement and recognizes the related agency fee when the applicable performance obligation has been satisfied in accordance with the terms of that arrangement (point in time).

Accounting for Discontinued Operations

The Company reports a disposal of a component or group of components as discontinued operations when the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.

The results of operations of a component classified as discontinued operations are presented separately from continuing operations in the consolidated statements of operations and comprehensive income (loss) for all periods presented.

Cash flows attributable to discontinued operations are separately presented in the consolidated statements of cash flows.

During the year ended June 30, 2026, the Company completed the dispositions of Advanced Biomed HK Limited and its subsidiary, Shanghai Sglcell Biotech Co., Ltd., and Advanced Biomed Inc.

(Taiwan), which comprised the Company’s historical biotechnology operations.

The Company determined that these dispositions represented a strategic shift that had a major effect on the Company’s operations and financial results.

Accordingly, the results of these historical biotechnology operations have been presented as discontinued operations for all periods presented in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations.

See Note 5 — Discontinued Operations for additional information.

Expected Credit Losses on Amounts Due from Former Subsidiaries

As of June 30, 2026, the Company reported $12,959,826 due from former subsidiaries, net of an allowance for expected credit losses.

These receivables arose from amounts due from the discontinued operations including Taiwan, Hong Kong and Shanghai entities following their dispositions.

The Company evaluates amount due from related parties and other applicable financial assets for expected credit losses on an individual or collective basis, as appropriate, considering factors such as historical payment experience, the financial condition and creditworthiness of the counterparties, the aging and nature of the outstanding balances, current economic conditions, and reasonable and supportable forecasts of future economic conditions.

An allowance for credit losses is recorded as a reduction of the carrying amount of the related financial asset, with the corresponding credit loss expense recognized in the consolidated statements of operations and comprehensive income (loss).

Financial assets are written off against the allowance when they are deemed uncollectible.

Recoveries of amounts previously written off are recognized when received.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents and amounts due from former subsidiaries.

The Company maintains its cash with financial institutions that management believes to be of high credit quality and monitors its exposure to those institutions.

As of June 30, 2026, the Company had cash and cash equivalents from continuing operations of $385,535 and amounts due from former subsidiaries of $12,959,826, net of the allowance for expected credit losses.

The recoverability of the latter balances depends on the former subsidiaries’ ability to repay.

Management evaluates those balances for expected credit losses as described above.

Liquidity Risk

Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they become due.

The Company manages this risk by monitoring its cash position, expected operating cash needs, anticipated collections of receivables, and available sources of financing.

As of June 30, 2026, the Company had cash and cash equivalents from continuing operations of $385,535 and working capital of $12,275,523, compared with $31,139 and $3,143,443, respectively, as of June 30, 2025.

A substantial portion of the Company’s working capital as of June 30, 2026 consisted of amounts due from former subsidiaries.

Accordingly, its liquidity depends in part on the timing and amount of collections of those receivables.

Impact of Inflation

Inflation did not have a material effect on the Company’s results of operations for the years ended June 30, 2026 and 2025.

Following the disposition of its historical biotechnology operations, the Company’s continuing operating costs primarily include personnel, professional services, technology infrastructure, software development, and other general corporate expenses.

Increases in these costs could affect the Company’s future results of operations.

The Company has not observed significant seasonal trends in its continuing operations.

Because its current business has a limited operating history, the Company cannot yet determine whether its results will be subject to material seasonal variations in future periods.

Trend Information

The Company’s operating results for the fiscal year ended June 30, 2026 reflect a significant transition in its business following the divestiture of its historical biotechnology operations and the acquisition of Acellent Technologies.

As a result, the Company’s historical results of operations may not be indicative of its future financial performance.

The Company expects its future operating results to be increasingly dependent on the commercialization and development of its artificial intelligence and financial algorithmic software technologies, its ability to expand its customer base and generate recurring revenue, and its ability to manage personnel, technology infrastructure, professional services, and other operating costs associated with its new business focus.

Other than as disclosed elsewhere in this Report, the Company is not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on its liquidity, capital resources, or results of operations.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to certain market risks in the ordinary course of its business.

Market risk represents the potential loss arising from adverse changes in market rates and conditions, including interest rates and foreign currency exchange rates.

The Company does not currently use derivative financial instruments to manage its exposure to market risks.

Interest Rate Risk

As of June 30, 2026, the Company had no outstanding bank borrowings.

The amount due to Jie Wang included $600,000 of loan principal and $7,014 of accrued interest.

The Company also held cash and cash equivalents with financial institutions, on which interest income may vary with market rates.

The effect of changes in interest rates on the Company’s future results will depend on the terms of its outstanding and future financing arrangements and the amount of cash held.

Financial assets of the Company that are potentially subject to credit risk mainly consist of cash, other current assets and amounts due from discontinued operations.

The Company’s cash deposits are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management.

In Hong Kong, an individual entity’s deposit maintained at a bank is insured for a maximum of HKD800,000 (equivalent to approximately $102,000) in the event of bank failure.

In the U.S., the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution.

As of June 30, 2026, a cash balance of $140,439 was maintained at financial institutions in Hong Kong, of which approximately $38,438 was not insured;

and cash balance of $245,096 was maintained at financial institutions in the U.S., of which nil was not insured.

In terms of other current receivable and amounts due from discontinued operations, the Company maintains allowances for expected credit losses as contra accounts, as mentioned above.

Foreign Exchange Risk

The Company’s reporting currency is the U.S.

Certain operations and transactions of Acellent Technologies are denominated in currencies other than the U.S.

Consequently, changes in exchange rates may affect the U.S.

dollar amounts reported in the Company’s consolidated financial statements.

For the years ended June 30, 2026 and 2025, the Company reported a foreign currency translation loss of $372,814 and a foreign currency translation gain of $218,346, respectively, in other comprehensive income (loss).

The Company does not currently use derivative financial instruments to hedge its foreign currency exposure.

Future exchange rate fluctuations may affect its reported financial position and comprehensive income (loss).

Recent Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

The amendments incorporate certain disclosure and presentation requirements previously contained in SEC regulations into the FASB Accounting Standards Codification.

For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC removes the related disclosure requirement from its rules.

The Company does not expect the adoption of ASU 2023-06 to have a material impact on its 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

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.

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

The amendments in this Update are effective for public business entities for fiscal years beginning after December 15,

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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, which enhances income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The amendments are effective for public business entities for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 during the fiscal year ended June 30, 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Awards.

The amendments provide illustrative guidance to assist entities in determining whether profits interest and similar awards should be accounted for as share-based payment arrangements under ASC Topic 718.

The amendments are effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those annual periods.

The Company adopted ASU 2024-01 during the fiscal year ended June 30, 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements.

The amendments remove references to various FASB Concepts Statements from the Codification and make other conforming amendments.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

The Company adopted ASU 2024-02 during the fiscal year ended June 30, 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 for entities with non-calendar year ends.

The amendments require public business entities to provide additional disaggregated disclosures regarding certain categories of expenses included in relevant income statement expense captions.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact that the adoption of these amendments may have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which makes amendments to various Topics in the FASB Accounting Standards Codification to clarify guidance, correct unintended applications, and make other incremental improvements to U.S.

The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting ASU 2025-12 on its consolidated financial statements and related disclosures.

Except as discussed above, the Company does not believe that other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements and related disclosures.

Quantitative and Qualitative Disclosure About Market Risk

a “smaller reporting company” we are not required to provide information required by this Item.

As a “smaller reporting company” we are not required to provide information required by this Item.

Financial Statements and Supplementary Data

is made to pages F-1 through F-23 comprising a portion of this Report, which are incorporated herein by reference.

Reference is made to pages F-1 through F-24 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis