What changed in this filing

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Item 9A. Controls and Procedures

2026-10-13 compared with 2025-10-08 · 845 added, 1516 removed, 203 unchanged (92% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation

of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls

and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by

Rule 13a-15(b) under the Exchange Act.

Based on that evaluation, our management has concluded that, as of December 31, 2023, our disclosure

controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

forms, and that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated

to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under

the Securities Exchange Act of 1934, as amended.

Our internal control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance

with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated

financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with

authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of

the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect all potential misstatements.

Also, projections of any evaluation of

effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404

of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, our management, including our chief executive officer and

chief financial officers, assessed the effectiveness of internal control over financial reporting as of June 30, 2025 using the criteria

set forth in the report “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on this evaluation, the management concluded that our internal control over financial reporting was

ineffective as of June 30, 2025.

The material weaknesses identified

relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently trained finance and accounting

personnel, as well as comprehensive accounting policies in accordance with U.S.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

Based on that evaluation, our management has concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all potential misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, our management, including our chief executive officer and chief financial officers, assessed the effectiveness of internal control over financial reporting as of June 30, 2026 using the criteria set forth in the report “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, the management concluded that our internal control over financial reporting was ineffective as of June 30, 2026.

The material weaknesses identified relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently trained finance and accounting personnel, as well as comprehensive accounting policies in accordance with U.S.

GAAP financial reporting;

and (ii) our internal

control policy does not have a proper approval mechanism, and our lack of internal controls on performing periodic reviews of user accounts

and their level of authorization in the financial systems.

and (ii) our internal control policy does not have a proper approval mechanism, and our lack of internal controls on performing periodic reviews of user accounts and their level of authorization in the financial systems.

We plan to implement a number of measures to remedy these material weaknesses.

To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives

to improve our internal control over financial reporting to address the material weaknesses that have been identified, including:

additional resources, including experienced staff with U.S.

GAAP and SEC reporting knowledge, to strengthen the financial reporting

function and to set up financial and system control framework;

To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives to improve our internal control over financial reporting to address the material weaknesses that have been identified, including:

(i) obtain additional resources, including experienced staff with U.S.

GAAP and SEC reporting knowledge, to strengthen the financial reporting function and to set up financial and system control framework;

(ii) conducting regular and continuous U.S.

GAAP accounting and

financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend

external U.S.

GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend external U.S.

GAAP training courses;

and (iii) optimizing our financial systems by establishing a proper approval mechanism

and performing periodic reviews of users accounts and their level of authorization.

and (iii) optimizing our financial systems by establishing a proper approval mechanism and performing periodic reviews of users accounts and their level of authorization.

Other Information

Not Applicable.

Disclosure Regarding Foreign Jurisdictions That Prevent

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

Listed below are the names

of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they

commenced service with the Company.

Position with the Company

Listed below are the names of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they commenced service with the Company.

Name Age Position with the Company

Xiaomin Chen, Ph.D.

49 Chairman of the Board and Chief Executive Officer

Chief Financial Officer

Steven I-Fang Cheng, Ph.D.

Director and Chief Technology Officer

Independent Director and Chair of the Audit Committee

Independent Director and Chair of the Compensation Committee

Independent Director and Chair of the Nominating and Corporate Governance Committee

served as our Chairman of the Board since November 2022 and as our Chief Executive Officer since March 2024.

He has been the Chairman

and Chief Science Officer of Advanced Biomed Taiwan since June 2014.

He was the Chairman of HFC Semiconductor from January 2020 to October

2022 and was responsible for the company’s strategic development.

Lu previously served as Chairman of Nextchip Semiconductor

Corporation, a semiconductor foundry specializing in integrated circuit production, from February 2016 to December 2019 and led the company

to launch the first 12-inch integrated circuit production line in Anhui Province with an investment of RMB20 billion.

From January 2004

to December 2007, he was the senior executive of Cypress Semiconductor, overseeing the company’s business operation.

From May 2001

to January 2004, he was the founder, Chairman and CEO of Cascade Semiconductor, which was acquired by Cypress Semiconductor Corporation

CY), and managed the overall operations of the company.

Lu received a Doctor of Philosophy from the University of Florida

Lu has a wealth of experience in successful entrepreneurship and has extensive experience in the fields of technology management,

market management, and operations.

He has a clear strategic orientation and has established a clear strategic plan for us.

Lu’s significant experience in the United States and China qualifies him to serve as a member of our board of directors.

Mingze Yin has

served as our Chief Financial Officer since November 2022.

He has over 11 years of experience in the financial and investment banking

Mingze Yin 36 Director and Chief Financial Officer

Jing Zhang 47 Independent Director and Chair of the Audit Committee

Cheang I Kei 30 Independent Director and Chair of the Compensation Committee

Mingyue Cai 48 Independent Director and Chair of the Nominating and Corporate Governance Committee

Xiaomin Chen has served as our Chief Executive Officer, a member of our board of directors and the Chairman of our board of directors since April 28, 2026.

Chen has over 20 years of experience in artificial intelligence, large language models and financial technology.

Since 2019, Dr.

Chen has served as the Chief Executive Officer of Acellent, which became our wholly owned subsidiary on April 30, 2026, where he has led the development of Acellent’s financial-domain large language model (FinLLM) and the FinTruth AI verification system.

From 2010 to 2019, Dr.

Chen served as the Chief Technology Officer of Shanghai Jianshi Network Technology Co., Ltd.

From 2006 to 2010, he was a software engineer on the Core Search & AI team at Google Inc., where he received Google’s Annual Outstanding Contribution Award in 2009.

Chen received a Ph.D.

in Computer Science from Rutgers University in 2006 and a Bachelor of Science degree in Computer Science from Shanghai Jiao Tong University in 1998.

We believe Dr.

Chen’s extensive experience in artificial intelligence and financial technology, and his leadership of Acellent, qualify him to serve as a member of our board of directors.

Mingze Yin has served as our Chief Financial Officer since November 2022 and as a member of our board of directors since March 25, 2026.

He has over 11 years of experience in the financial and investment banking industry.

He has been the Chief Financial Officer of Shanghai Sglcell Biotech Co., Ltd.

1 unchanged sentence

From March 2017 to December 2021, Mr.

Yin was Director of Shanghai Guangdian Asset Management Co., Ltd., where he participated in all

major corporate decisions and financial compliance matters.

From February 2020 to November 2020, he was an independent director of TMSR

Holding Company Limited (Nasdaq:

Yin was Director of Shanghai Guangdian Asset Management Co., Ltd., where he participated in all major corporate decisions and financial compliance matters.

From February 2020 to November 2020, he was an independent director of TMSR Holding Company Limited (Nasdaq:

TMSR) and a member of its Audit Committee, Nominating and Governance Committee, and Compensation Committee.

1 unchanged sentence

Yin was the investors relations manager of Planet Green Holdings Corp.

From November

2015 to February 2017, Mr.

From November 2015 to February 2017, Mr.

Yin was a senior manager of the Investment Banking Department of Zhongshan Securities Co., Ltd.

2012 to October 2015, he was the senior audit manager of BDO China Shu Lun Pan Certified Public Accountants LLP.

Yin is a certified

internal auditor and obtained his Bachelor of Management from Jiangsu Haiyang University in 2011.

Steven I-Fang Cheng

has served as our Chief Technology Officer since November 2022 and as our director since May 2025, respectively.

Advanced Biomed Taiwan.

as a co-founder and CTO.

Since 2013, he was an associate research fellow (Principal Investigator) in TSRI.

professional research expertise includes biomicrofluidics, biosensors, cancer diagnosis and infectious detection, micro/nano fabrication

technology, on-chip drug screening, electrokinetics/electrical analysis and their biomedical applications, patent design and implantation.

He received his Master of Science degree from Department of Biomedical Engineering of National Cheng Kung University in Taiwan in 2007

and received his Ph.D.

degree from Institute of Nanotechnology & Microsystems Engineering at National Cheng Kung University in 2010.

He has great experience in cross-disciplinary integration development and novel techniques/products creation on biomedical research.

also has great professional capability and personality characteristic to lead and co-operate with our top researchers from many different

Jing Zhang has

served as our independent director and the Chair of the Audit Committee since February 2025.

Zhang has more than 25 years of working

experience in financial management.

From October 2012 to October 2015, he was the senior audit manager of BDO China Shu Lun Pan Certified Public Accountants LLP.

Yin is a certified internal auditor and obtained his Bachelor of Management from Jiangsu Haiyang University in 2011.

Jing Zhang has served as our independent director and the Chair of the Audit Committee since February 2025.

Zhang has more than 25 years of working experience in financial management.

Since July 2013, Ms.

Zhang has been the Chief Financial Officer of Shanghai Xun Yang Network Technology

Zhang has been the Chief Financial Officer of Shanghai Xun Yang Network Technology Co., Ltd.

From September 2022 to February 2023, Ms.

Zhang served as an independent director and the chair of the audit committee of Code

Chain New Continent Limited Co., Ltd.

Zhang served as an independent director and the chair of the audit committee of Code Chain New Continent Limited Co., Ltd.

From March 2009 to July 2013, Ms.

Zhang served as the financial manager of Shanghai

Branch of Jiangsu Zi Guang Intelligence Co., Ltd.

Zhang served as the financial manager of Shanghai Branch of Jiangsu Zi Guang Intelligence Co., Ltd.

From March 1999 to February 2009, Ms.

Zhang served as the accountant and financial director

of the Finance Department of the Eight Five Hospital.

Zhang served as the accountant and financial director of the Finance Department of the Eight Five Hospital.

Zhang graduated from Zaozhuang University in 1999.

has served as our independent director and the Chair of the Compensation Committee since February 2025.

Cheang has been the legal

senior manager at Luso International Banking Ltd.

Cheang I Kei has served as our independent director and the Chair of the Compensation Committee since February 2025.

Cheang has been the legal senior manager at Luso International Banking Ltd.

since October 2022.

She served as the legal manager at Bank of China (Macau) from May

2019 to October 2022.

She served as the legal manager at Bank of China (Macau) from May 2019 to October 2022.

She was the legal assistant at Luso International Banking Ltd.

between August 2016 and May 2019.

Cheang is experienced

in corporate governance matters and day to day administrative affairs, which we believe makes her a suitable member to our Board.

Cheang is experienced in corporate governance matters and day to day administrative affairs, which we believe makes her a suitable member to our Board.

Cheang received her bachelor’s degree in Chinese-English translation and interpretation from Macau Polytechnic University in 2016.

has served as our independent director and the Chair of the Nominating and Corporate Governance Committee since February 2025.

has been the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development

and application.

Mingyue Cai has served as our independent director and the Chair of the Nominating and Corporate Governance Committee since February 2025.

Cai has been the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development and application.

From February 2020 to April 2024, Mr.

Cai worked as an independent director and the chair of compensation committee of

GD Culture Group Limited (NASDAQ:

From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co.,

Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade.

From June 2004 to October

Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and

retail environmentally friendly cleaning products.

Cai graduated from China Central Radio & TV University in 2015 with a major

in administration.

Cai worked as an independent director and the chair of compensation committee of GD Culture Group Limited (NASDAQ:

From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co., Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade.

From June 2004 to October 2009, Mr.

Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and retail environmentally friendly cleaning products.

Cai graduated from China Central Radio & TV University in 2015 with a major in administration.

Family Relationships

There are no family relationships,

or other arrangements or understandings between or among any of the directors or executive officer.

There are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer.

Board of Directors

All directors hold office

until the next annual meeting of stockholders and until their successors have been duly elected and qualified.

Directors are elected at

the annual meetings to serve for one-year terms.

All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.

Directors are elected at the annual meetings to serve for one-year terms.

Officers are elected by, and serve at the discretion of, the board of directors.

board of directors shall hold meetings on at least a quarterly basis.

The board of directors has

determined to comply with the Nasdaq Listing Rules with respect to certain corporate governance matters.

We also intend to comply with

the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 within the applicable time frame.

Our board of directors shall hold meetings on at least a quarterly basis.

The board of directors has determined to comply with the Nasdaq Listing Rules with respect to certain corporate governance matters.

We also intend to comply with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 within the applicable time frame.

Director Independence

The board of directors has

reviewed the independence of our directors, applying the Nasdaq independence standards.

Based on this review, the board of directors determined

that Jing Zhang, Cheang I Kei, and Mingyue Cai are independent within the meaning of the Nasdaq rules.

In making this determination, our

board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances

our board of directors deemed relevant in determining their independence.

As required under applicable Nasdaq rules, we anticipate that

our independent directors will meet on a regular basis as often as necessary to fulfil their responsibilities, including at least annually

in executive session without the presence of non-independent directors and management.

The board of directors has reviewed the independence of our directors, applying the Nasdaq independence standards.

Based on this review, the board of directors determined that Jing Zhang, Cheang I Kei, and Mingyue Cai are independent within the meaning of the Nasdaq rules.

In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

As required under applicable Nasdaq rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfil their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

Board Committees

Our board of directors established

standing committees in connection with the discharge of its responsibilities in February 2025.

These committees include an Audit Committee,

a Compensation Committee and a Corporate Governance and Nominating Committee.

Our board of directors will adopt written charters for each

of these committees.

Our board of directors established standing committees in connection with the discharge of its responsibilities in February 2025.

These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Our board of directors will adopt written charters for each of these committees.

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our audit committee is composed

of three of our independent directors:

Our audit committee is composed of three of our independent directors:

Jing Zhang (Chair), Cheang I Kei and Mingyue Cai.

The Board has determined that Jing Zhang qualifies

as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

According to its charter,

the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board

to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c).

The Board has determined that Jing Zhang qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c).

The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:

6 unchanged sentences

Compensation Committee

Our compensation committee

is composed of three of our independent directors:

Our compensation committee is composed of three of our independent directors:

Cheang I Kei (Chair), Jing Zhang, and Mingyue Cai.

The Compensation Committee will

be responsible for, among other matters:

The Compensation Committee will be responsible for, among other matters:

● reviewing and approving employment agreements and other similar arrangements between us and our executive officers;

2 unchanged sentences

Corporate Governance and Nominating Committee

Our corporate governance and

nominating committee is composed of three of our independent directors:

Our corporate governance and nominating committee is composed of three of our independent directors:

Mingyue Cai (Chair), Jing Zhang, and Cheang I Kei.

The Corporate

Governance and Nominating Committee will be responsible for, among other matters:

The Corporate Governance and Nominating Committee will be responsible for, among other matters:

● reviewing and making recommendations regarding the structure and composition of our board and the board committees;

4 unchanged sentences

Code of Ethics

We have adopted our code of

business conduct (the “code of business conduct”) that applies to all directors, executive officers and employees, which is

available on our website.

We have adopted our code of business conduct (the “code of business conduct”) that applies to all directors, executive officers and employees, which is available on our website at www.advb.ai.

Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

of the code of business conduct and charters for each of our board committees will be provided without charge upon request from us and

will be posted on our company website.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions

of our code of ethics on our Internet website.

Copies of the code of business conduct and charters for each of our board committees will be provided without charge upon request from us and will be posted on our company website.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.

Recovery of Erroneously Awarded Compensation

We have adopted an executive

incentive compensation recovery policy pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule

10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”) to provide for the recovery of certain incentive-based

compensation in the event of an accounting restatement, which became effective in February 2025.

We have adopted an executive incentive compensation recovery policy pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”) to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement, which became effective in February 2025.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, and by the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Report.

Involvement in Certain Legal Proceedings

To our knowledge, there are

no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has

a material interest adverse to the Company.

To our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company.

Outstanding Equity Awards

There were no outstanding

equity awards as of June 30, 2025.

There were no outstanding equity awards as of June 30, 2026.

Role of Board in Risk Oversight Process

Periodically, our board of

directors assesses these roles and the board of directors leadership structure to ensure the interests of the Company and our stockholders

are best served.

Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of the Company and our stockholders are best served.

Our board of directors has determined that its current leadership structure is appropriate.

While management is responsible

for assessing and managing risks to the Company, our board of directors is responsible for overseeing management’s efforts to assess

and manage risk.

This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight

of risks, and standing committees of our board of directors.

Our board of directors satisfies this responsibility through full reports

by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers

responsible for oversight of particular risks within our company.

Our board of directors believes that full and open communication between

management and the board of directors is essential for effective risk management and oversight.

Compensation Committee Interlocks and Insider

Participation

None of our executive officers

serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent

function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.

While management is responsible for assessing and managing risks to the Company, our board of directors is responsible for overseeing management’s efforts to assess and manage risk.

This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and standing committees of our board of directors.

Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company.

Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.

None of the members of our compensation committee is, or has ever been, an officer or employee of our company.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange

Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes

in ownership of our Common Stock with the Commission.

Directors, executive officers and ten percent stockholders are also required to

furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of such forms furnished to us and written

representations from certain reporting persons, we believe that during the year ended June 30, 2025, all reports applicable to our executive

officers, directors and greater than 10% beneficial owners were not filed in a timely manner in accordance with Section 16(a) of the Exchange

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the Commission.

Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended June 30, 2026, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were not filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

Executive Compensation

This section discusses the

material components of the executive compensation program for our named executive officers for the years ended June 30, 2025 and 2024.

This section discusses the material components of the executive compensation program for our named executive officers for the years ended June 30, 2026 and 2025.

Summary Compensation Table

The following table presents

the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended June 30, 2025 and 2024.

Name and Principal Position

Steven I-Fang Cheng

The following table presents the compensation awarded to or earned by or paid to our current and former executive officers during the fiscal years ended June 30, 2026 and 2025.

Name and Principal Position Year

($) Non-Equity

($) Nonqualified

($) All Other

Yi Lu 2026 - - - - - -

Former Chairman and CEO 2025 - - - - - -

Mingze Yin 2026 120,000 - - - - - 120,000

CFO 2025 161,743 - - - - - 161,743

Xiaomin Chen 2026 30,000 - - - - - 30,000

Chairman and CEO 2025 - - - - - -

Outstanding Equity Awards at Fiscal Year End

There were no outstanding

equity awards as of June 30, 2025.

There were no outstanding equity awards as of June 30, 2026.

Share Incentive Plans

Effective March 30, 2023,

our Stock Incentive Plan (the “2023 Plan”) was approved by our Board of Directors.

Under the 2023 Plan, the Board of Directors

may grant options or purchase rights to purchase Common Stock to officers, employees, and other persons who provide services to us or

any related company.

The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award,

and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the

term of the options shall not exceed 10 years.

A total of 15 million shares of our Common Stock are subject to the 2023 Plan and maybe

either a qualified or non-qualified stock option.

The shares issued for the 2023 Plan may be either treasury or authorized and unissued

Effective March 30, 2023, our Stock Incentive Plan (the “2023 Plan”) was approved by our Board of Directors.

Under the 2023 Plan, the Board of Directors may grant options or purchase rights to purchase Common Stock to officers, employees, and other persons who provide services to us or any related company.

The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years.

A total of 750,000 shares of our Common Stock are subject to the 2023 Plan and maybe either a qualified or non-qualified stock option.

The shares issued for the 2023 Plan may be either treasury or authorized and unissued shares.

As of June 30, 2026, we have granted no stock options to purchase any shares of our Common Stock under the 2023 Plan.

Employment Agreements with Our Named Executive

Officers and Potential Payments Upon Termination or Change in Control

Not applicable.

Employment Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change in Control

Xiaomin Chen.

On April 28, 2026, we entered into an employment agreement with Dr.

Xiaomin Chen, our Chief Executive Officer, pursuant to which Dr.

Chen is entitled to a base salary of US$12,000 per month (US$144,000 per year) and discretionary bonuses as determined by our board of directors, and is eligible to participate in any future share incentive plan.

Chen’s employment is terminated by us without cause, he is entitled to severance equal to 12 months of base salary, a pro-rated bonus, 12 months of health insurance premiums and full vesting of outstanding equity awards;

upon a change of control, he is entitled to 12 months of base salary, a pro-rated bonus and full vesting of equity awards;

and if he resigns for good reason, he is entitled to 12 months of base salary.

The agreement contains non-competition and confidentiality covenants.

We have entered into an employment agreement with Mingze Yin, our Chief Financial Officer, dated November 1, 2025, for a two-year term, renewable by mutual agreement subject to Board approval.

Under the agreement, Mr.

Yin is entitled to an annual salary of $120,000, payable in monthly installments of $10,000, and is eligible for an annual cash bonus at the discretion of the Board or its duly authorized committee.

Director Compensations

For the fiscal year ended June

30, 2025, we and our subsidiaries paid aggregate cash compensation of approximately $8,000 to our executive and non-executive directors

Our Chief Executive Officer and Chief Technology Officer are executive directors whose compensation were disclosed under “ Item

11 - Executive Compensation - Summary Compensation Table .” We do not pay or set aside any amounts for pensions,

retirement or other benefits for directors.

The following table shows

the compensation paid to our non-employee directors during the year ended June 30, 2025.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets forth

certain information concerning the ownership of our Common Stock as of the date of this Report, with respect to:

(i) each person, or group

of affiliated persons, known to us to be the beneficial owner of more than five percent of our Common Stock;

For the fiscal year ended June 30, 2026, we and our subsidiaries paid aggregate cash compensation of approximately $182,000 to our executive and non-executive directors as a group.

Our Chief Executive Officer and our Chief Financial Officer are executive directors whose compensation were disclosed under “ Item 11 - Executive Compensation - Summary Compensation Table .” We do not pay or set aside any amounts for pensions, retirement or other benefits for directors.

The following table shows the compensation paid to our non-employee directors during the year ended June 30, 2026.

($) Nonequity

($) Nonqualified

($) All other

Jing Zhang $ 12,000 - - - - - $ 12,000

Cheang I Kei $ 8,000 - - - - - $ 8,000

Mingyue Cai $ 12,000 - - - - - $ 12,000

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information concerning the ownership of our Common Stock as of the date of this Report, with respect to:

(i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Common Stock;

(ii) each of our directors;

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and (iv) all of our current directors and executive officers as a group.

Applicable percentage ownership

is based on an aggregate of 21,640,000 shares of Common Stock outstanding as of June 30, 2025.

The following table sets forth certain

information known to us with respect to the beneficial ownership of Common Stock as of that date by (i) each of our directors, (ii) each

of our executive officers, (iii) all of our directors and executive officers as a group, and (iv) each person, or group of affiliated

persons, whom we know to beneficially own more than 5% of our Common Stock.

We have determined beneficial

ownership in accordance with the rules of the SEC, which generally define beneficial ownership to include any shares over which a person

exercises sole or shared voting or investment power.

Such determination is not necessarily indicative of beneficial ownership for any

other purpose.

Unless otherwise indicated, we believe, based on the information furnished to us, that all persons named in the table have

sole voting and investment power with respect to all shares beneficially owned by them.

None of the stockholders listed in the table are

a broker-dealer or an affiliate of a broker dealer.

Name and Address of Beneficial Owner (1)

Approximate Percentage of

Applicable percentage ownership is based on an aggregate of 1,652,133 shares of Common Stock outstanding as of October 13, 2026.

The following table sets forth certain information known to us with respect to the beneficial ownership of Common Stock as of that date by (i) each of our directors, (ii) each of our executive officers, (iii) all of our directors and executive officers as a group, and (iv) each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our Common Stock.

We have determined beneficial ownership in accordance with the rules of the SEC, which generally define beneficial ownership to include any shares over which a person exercises sole or shared voting or investment power.

Such determination is not necessarily indicative of beneficial ownership for any other purpose.

Unless otherwise indicated, we believe, based on the information furnished to us, that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.

None of the stockholders listed in the table are a broker-dealer or an affiliate of a broker dealer.

Name and Address of Beneficial Owner (1) Amount

Ownership Approximate

Percentage of

Directors and Officers

Steven I-Fang Cheng (3)

All officers and directors as a group (four persons)

Xiaomin Chen 270,000 16.34 %

Mingze Yin - -

Jing Zhang - -

Cheang I Kei - -

Mingyue Cai - -

All officers and directors as a group (five persons) 270,000 16.34 %

5% Stockholders

Advance On Ventures Limited (4)

Unless otherwise indicated, the business address of each of the individuals is 689-85 Xiaodong Road, Yongkang District, Tainan, Taiwan.

Based on 21,640,000 shares issued and outstanding as of June 30, 2025.

Represents 742,560 shares beneficially owned by Mr.

Steven I-Fang Cheng through Advance On Ventures Limited, a company incorporated in the British Virgin Islands, in which Mr.

Cheng owns 34% equity interests.

The registered address of Advance on Ventures Limited is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Chen-Yi Lee is the sole director and a 25% shareholder of Advance On Ventures Limited.

Lee is the controlling person and has sole voting and dispositive power over shares beneficially owned by Advance on Ventures Limited.

On June 6, 2022, we entered

into an investment agreement with Hanyu Assets Co., Ltd.

Under this agreement, Hanyu will invest US$2.5 million

in the Company to acquire a 2.5% equity interest in the Company after the transaction, and Hanyu must pay US$2.5 million before June 30,

2022 to the Company’s designated bank account.

Hanyu transferred US$2.5 million to us on June 29, 2023.

This agreement can only

be terminated by mutual agreement in writing.

The formation, validity, interpretation, performance, and settlement of disputes arising

from this agreement will be governed by the laws of the State of New York.

On June 6, 2022, we entered

into an investment agreement with Newlink Technology Inc.

Under this agreement, Newlink will invest HK$8,000,000

to acquire a 1% equity interest in the Company after the transaction, and Newlink must pay HK$8,000,000 before September 10, 2022, to

the Company’s designated bank account.

We received the payment from Newlink on September 13, 2022.

This agreement can only be terminated

by mutual agreement in writing.

The formation, validity, interpretation, performance, and settlement of disputes arising from this agreement

will be governed by the laws of the State of New York.

After receiving the fund from

Newlink and Hanyu, we issued 625,000 shares to Hanyu Assets Co.

and 250,000 shares to Newlink Technology Inc.

on October 25, 2022.

On June 30, 2022, we entered

into a Debt-for-Equity Exchange Agreement with Pau Hung To, Jin Yimin, Luo Xiaoyuan, Shen Nanzhen, Wang Jian, and Chen Qiang (collectively,

the “Creditors”) to settle certain debts owed to the Creditors.

Pursuant to the agreement, we issued 12,644,375 Common Stock

to the Creditors to completely settle the debt between the Creditors and us.

Any disputes arising from this agreement must be submitted

to China International Economic and Trade Arbitration Commission’s Shanghai Office for arbitration.

The agreement cannot be amended

unless all parties agree in writing.

None of our existing stockholders

have different voting rights from other stockholders.

To our knowledge, we are not owned or controlled, directly or indirectly, by another

corporation, by any foreign government or by any other natural or legal persons, severally or jointly.

We are not aware of any arrangement

that may, at a subsequent date, result in a change of control of our company.

To our best knowledge, as

of June 30, 2025, we had 21,640,000 Common Stock issued and outstanding and 11 holders of record of our Common Stock, including CEDE &

The number of beneficial owners may be substantially greater than the number of stockholders of record because our Common Stock may

be held in “street name” by brokers, banks, and other financial institutions.

Yi Lu “Stanley” (3) 335,400 20.30 %

Lu Yi 100,000 6.05 %

(1) Unless otherwise indicated, the business address of each of the individuals is Units No.

12, 12th Floor, Tower 1, W MEGA, Non.

252 Texaco Road and No.

28 Wang Lung Street, Tsuen Wan, New Territories, Hong Kong.

(2) Based on 1,652,133 shares issued and outstanding as of October 13, 2026.

(3) Excludes 39,999 shares issuable to Dr.

Lu pursuant to the termination agreement dated April 28, 2026.

Changes in Control

Certain Relationships and Related

Transactions, and Director Independence

Since July 1, 2019, there

has not been any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded,

or will exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years,

and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate

family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest except

for the followings:-

Name of Related Party

Relationship to Us

Chairman of the Board and Chief Executive Officer of the Company

Securities Authorized for Issuance under Equity Compensation Plans

See “Item 11.

Executive Compensation – Share Incentive Plans”

Certain Relationships and Related Transactions, and Director Independence

The Company had no related-party transactions during the years ended June 30, 2026 and 2025, while the financial statements reflect advances received from related parties during both years.

The Company has balances with certain stockholders, officers, directors and entities related to them as of June 30, 2026 and 2025.

The relationships relevant to the periods presented are summarized below:

Related party Relationship to the Company

Xiaomin Chen Chief Executive Officer and Chairman of the Board;

Hung To Pau, Ph.D.

Stockholder of the Company

Steven I-Fang Cheng, Ph.D.

Director and Chief Technology Officer of the Company

Chen-Yi Lee is the sole director and the controlling person of Advance On Ventures Limited, which owns 10.09% equity interest in the Company and has sole voting and dispositive power over shares beneficially owned by Advance On Ventures Limited.

Advance On Ventures Limited

Stockholder of the Company

Jie Wang Stockholder of the Company

Well Fancy Development Ltd.

Hung To Pau is the director and stockholder of the entity

Shanghai Junfu Electronic Technology Co., Ltd.

Hung To Pau is the legal person and stockholder of the entity

On July 16, 2021, the Company

issued 8,000,000 shares to Dr.

On March 15, 2022, Dr.

Hung To Pau transferred all of his 8,000,000 shares to Sglcell Ltd.,

an exempted company incorporated under the law of Cayman Islands, the sole stockholder of which is Dr.

Hung To Pau for a total consideration

On June 8, 2022, Sglcell Ltd.

transferred all of its 8,000,000 shares to Dr.

Yi Lu for a total consideration of $8,000.

Shares Issued to Advanced Biomed Taiwan Holders/Employees

On August 12, 2022, we issued

additional 385,000 shares to Dr.

Yi Lu, and 257 shares to Chen-Yi Lee while Dr.

Yi Lu and Chen-Yi Lee transferred 2,998,000 shares and

2,000 shares owned by them respectively in Advanced Biomed Taiwan, representing in aggregate 100% of the issued share capital of Advanced

Biomed Taiwan, to the Company pursuant to the share exchange agreement the Company entered into with Dr.

Yi Lu and Chen-Yi Lee.

On October 24, 2022, we issued

365,352 shares for no consideration to Chen-Yi Lee, who is an employee of Advanced Biomed Taiwan, for past services to Advanced Biomed

On October 24, 2022, we also issued 2,730,000 shares for no consideration to Advance On Ventures Limited, a company incorporated

under the law of British Virgin Islands (the “Ventures Limited”), the beneficial owners of which are employees of Advanced

Biomed Taiwan for past services to Advanced Biomed Taiwan.

We issued 4,405,625 shares, 2,193,750 shares, 2,060,000 shares, 1,511,250 shares,

1,243,750 shares, 1,230,000 shares respectively to Dr.

Hung To Pau, Yimin Jin, Xiaoyuan Luo, Nanzhen Shen, Jian Wang and Qiang Chen pursuant

to the Debt-For-Equity Exchange Agreement the Company entered into with the abovementioned stockholders on June 30, 2022 to settle debt

of a total amount of NTD 174,020,033 and RMB22,200,000 (approximately $9.04 million).

In the ordinary course of

business, during fiscal years ended June 30, 2025 and 2024, the Company was involved in certain transactions, either at cost or current

market prices, and on the normal commercial terms with related parties.

The following table provides the transactions with these parties

for the years as presented (for the portion of such period that they were considered related):

Amount due to related parties – major stockholders

Name of related party

Chen-Yi Lee (2)

Hung To Pau, Ph.D.

Amount due to related parties – related corporations

Name of related party

The balances with related parties were as follows:

Amounts due to related parties — stockholders

Related party As of

Xiaomin Chen 36,000 —

Jie Wang 607,014 —

Total 643,014 —

Amounts due to related parties — related corporations, current

Related party As of

Well Fancy Development Ltd.

Shanghai Junfu Electronic Technology Co., Ltd.

Name of related party

Total 435,201 —

Amounts due to related parties — related corporations, non-current

Related party As of

Well Fancy Development Ltd.

Shanghai Junfu Electronic Technology Co., Ltd.

Advanced Biomed Inc.(Taiwan) entered into an unsecured, interest-free loan to Yi Lu amounting to NTD 3,578,212 (approximately US$122,626) for general working capital in January 2023.

As of June 30, 2025 and 2024, the loan balance due to Yi Lu amounted to US$122,626 and US$110,268, respectively.

Payments of expenses on behalf of Advanced Biomed Inc.

Advanced Biomed Inc.(HK) entered into one unsecured, interest-free loan to Hung To Pau, Ph.D.

amounting to US$200,000 for general working capital in July 2024 and the amount was full settled in 2025.

And Shanghai Sglcell Biotech Co., Ltd entered into three unsecured, interest-free loans to Hung To Pau, Ph.D.

amounting to RMB122,566 (approximately US$17,110), RMB121,681 (approximately US$16,986) and RMB76,000 (approximately US$10,609) for general working capital in October 2024, November 2024 and December 2024.

As of June 30, 2025, the loan balance due to Hung To Pau, Ph.D.

totally amounted to RMB320,247 (approximately US$44,705) for general working capital.

Advanced Biomed Inc.(Taiwan) entered into seven unsecured, interest-free loans to Well Fancy Development Ltd amounting to NTD 5,740,600 (approximately US$196,731), NTD 1,911,944 (approximately US$65,522), NTD 1,906,840 (approximately US$65,347), NTD 3,121,500 (approximately US$106,974), NTD 1,798,060 (approximately US$61,620), NTD 1,291,552 (approximately US$44,262) and NTD 455,992 (approximately US$15,627) for general working capital in July 2024, October 2024, November 2024, December 2024, January 2025, February 2025 and March 2025.

In March 2025, Advanced Biomed Inc.(HK) paid US$550,000 to Well Fancy Development Ltd for Advanced Biomed Inc.(Taiwan)’s debt.

And Advanced Biomed Inc.

entered into two unsecured, interest-free loan to Well Fancy Development Ltd amounting to US$119,975 and US$205,000 for general working capital in November 2024 and March 2025.

In March 2025, Advanced Biomed Inc.

paid US$50,000 to Well Fancy Development Ltd for repayment.

As of June 30, 2025, the loan balance due to Well Fancy Development Ltd totally amounted to NTD 177,488 (approximately US$6,083) and US$274,975 for general working capital.

Shanghai Sglcell Biotech Co., Ltd entered into nine unsecured, interest-free loans to Shanghai Junfu Electronic Technology Co., Ltd.

amounting to RMB500,000 (approximately US$69,797) in April 2023, May 2023, June 2023 and September 2023, respectively, and RMB700,000 (approximately US$97,716), RMB1,000,000 (approximately US$139,595), RMB500,000 (approximately US$69,797), RMB700,000 (approximately US$97,716) and RMB650,000 (approximately US$90,738) in January 2024, March 2024, March 2024, June 2024 and October 2024, respectively, for general working capital.

As of June 30, 2025 and 2024 the loan balance due to Shanghai Junfu Electronic Technology Co., Ltd totally amounted to RMB5,550,000 (approximately US$774,750) and RMB4,900,000 (approximately to US$674,262), respectively.

Total — 69,975

The amounts due to related parties are advances from related parties for payment of expenses of the Company.

The balances are interest-free, unsecured and repayable on demand other than the loan balance due to Mr.

Jie Wang, in which the loan was bearing an interest rate of 10% per annum, repayable within one year and unsecured.

Principal Accounting Fees and Services

The following table sets forth

the aggregate fees by categories specified below in connection with certain professional services rendered by WWC, P.C., our independent

registered public accounting firm, for the periods indicated.

We did not pay any other fees to our independent registered public accounting

firm during the periods indicated below.

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by WWC, P.C., our independent registered public accounting firm, for the periods indicated.

We did not pay any other fees to our independent registered public accounting firm during the periods indicated below.

For the Year Ended

(in thousands of US$)

(US$) 2026 2025

Audit fees (1) 350,000 350,000

Audit related fees (2) - -

Tax fees (3) - -

All other fees - -

Total 350,000 350,000

(1) “Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and the review of our comparative interim financial information.

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(3) “Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.

Procedures For Board of Directors Pre-Approval

of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee is responsible

for the oversight of our independent accountants’ work.

The policy of our audit committee is to pre-approve all audit and non-audit

services provided by WWC, P.C., including audit services, audit-related services, tax services and other services as described above,

other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.

Exhibits and Financial Statements

The following documents are filed as part of this Report:

Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee is responsible for the oversight of our independent accountants’ work.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by WWC, P.C., including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

(1) Consolidated Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID.:

Consolidated Balance Sheets as of June 30, 2026 and 2025 F-3

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2026 and 2025 F-4

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2026 and 2025 F-5

Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025 F-6

Notes to Consolidated Financial Statements F-7 – F-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consolidated Balance Sheets as of June 30, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the Financial Years Ended June 30, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the Financial Years Ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the Financial Years Ended June 30, 2025 and 2024

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Stockholders of

To the Board of Directors and Shareholders of

Advanced Biomed Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Advanced Biomed Inc.

and its subsidiaries (collectively the “Company”) as of June 30, 2025 and 2024, and

the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows in each

of the years for the two-year period ended June 30, 2025, and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of

the Company as of June 30, 2025, and 2024, and the results of its operations and its cash flows in each of the years for the two-year

period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Substantial Doubt

about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As described in Note 2, the Company has incurred significant

losses, has significant net cash outflows from operating activities and needs to raise additional funds to meet its obligations and sustain

its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheets of Advanced Biomed Inc.

and its subsidiaries (collectively, the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

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ADVANCED BIOMED INC.

AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30.

2026 AND 2025

Current assets:

Cash 385,535 31,139

Prepaid expenses and other current assets, net 13,363,977 1,837,705

Due from discontinued operations — 16,349,752

Current assets of discontinued operations — 4,163,727

Total current assets 13,749,512 22,382,323

Equipment, net

Right-of-use assets, net

Intangible assets, net

Deferred initial public offering (“IPO”) costs

Other non-current assets

Non-current assets:

Deferred tax assets 1,204 —

Other assets of discontinued operations — 479,772

Total non—current assets 1,204 479,772

TOTAL ASSETS 13,750,716 22,862,095

Current liabilities:

Accounts payable, accruals, and other current liabilities (including amount due to related parties – major stockholders as of June 30, 2025 and 2024, with $ 172,767 and $ 113,812 due to related parties – related corporations, and $ 916,036 and $ 674,262 due to related corporations, respectively (1) )

Lease payable - current

Accounts payable, accruals, and other current liabilities 1,473,989 780,831

Current liabilities from discontinued operations — 18,458,049

Total current liabilities 1,473,989 19,238,880

Amount due to related parties – related corporations, non-current

Lease payable – non-current

Non-current liabilities:

Amount due to related parties – non-current — 69,975

Non-current liabilities from discontinued operations — 75,676

Total non—current liabilities — 145,651

TOTAL LIABILITIES 1,473,989 19,384,531

Commitments and contingencies

Commitments and contingencies (Note 14)

Stockholders’ equity

Common stock $ 0.001 par value per share;

as of June 30, 2025 and 2024;

400,000,000 and 400,000,000 shares authorized;

21,640,000 and 20,000,000 shares issued and outstanding, respectively*

400,000,000 shares authorized;

1,652,133 and 1,082,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively* 1,652 1,082

Additional paid-in capital 23,862,166 21,367,836

Accumulated deficits ( 12,555,967 ) ( 19,233,044 )

( 19,233,044 )

( 15,974,075 )

Accumulated other comprehensive income 968,876 1,341,690

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 13,750,716 22,862,095

* Giving retroactive effect to the 5 for 1 reverse share split effected on October 15, 2024.

(1) See Note 12 for disclosure of related parties amounts.

The accompanying notes are an integral part of these consolidated financial

* Giving retroactive effect to the 1-for-20 reverse share split effected on February 20, 2026.

The accompanying notes are an integral part of these consolidated financial statements.

ADVANCED BIOMED INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

For the Years Ended

Revenue 127,637 —

Operating expenses:

Research and development expenses

Stock-based compensation 1,734,009 —

General and administrative expenses 4,627,170 1,086,470

( 2,111,265 )

( 1,661,379 )

Total operating expenses 6,361,179 1,086,470

( 3,021,036 )

( 2,541,572 )

Other income (expense):

Interest income

Other expense, net

Total other expense, net

Loss before tax expense

( 3,258,969 )

( 2,782,278 )

Income tax expense

( 3,258,969 )

( 2,782,278 )

Other comprehensive loss

Foreign currency translation gain, net of taxes

Total comprehensive loss

( 3,040,623 )

( 2,462,954 )

Loss per share:

basic and diluted*

Weighted average number of shares of common stock in computing net loss per share

Operating loss ( 6,233,542 ) ( 1,086,470 )

Other expense:

Interest expense ( 7,014 ) —

Other expenses, net ( 21,925 ) —

Total other expenses, net ( 28,939 ) —

Loss before income tax expense ( 6,262,481 ) ( 1,086,470 )

Income tax benefit 1,205 —

Loss from continuing operations ( 6,261,276 ) ( 1,086,470 )

Loss from discontinued operations, net of tax ( 1,077,064 ) ( 2,172,499 )

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

Net income from discontinued operations, net of tax 12,938,353 ( 2,172,499 )

Net income (loss) for the year 6,677,077 ( 3,258,969 )

Other comprehensive income (loss)

Foreign currency translation (loss) gain, net of taxes ( 372,814 ) 218,346

Total comprehensive income (loss) 6,304,263 ( 3,040,623 )

Income (loss) per share:

continuing operations, basic and diluted* ( 5.00 ) ( 1.06 )

discontinued operations, basic and diluted* 10.33 ( 2.12 )

Total basic and diluted* 5.33 ( 3.18 )

Weighted average number of shares of common stock outstanding:

basic and diluted* 1,252,727 1,026,285

* Giving retroactive effect to the 5 for 1 reverse share split effected on October 15, 2024.

The accompanying notes are an integral part of these consolidated financial

* Giving retroactive effect to the 1-for-20 reverse stock split effected on February 20, 2026.

The accompanying notes are an integral part of these consolidated financial statements.

ADVANCED BIOMED INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

Accumulated other

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

comprehensive

Balance as of July 1, 2024 1,000,000 1,000 16,512,989 1,123,344 ( 15,974,075 ) 1,663,258

( 13,191,797 )

Waiver of amount due to related parties – major stockholders

Waiver of amount due to related parties – related corporations

( 2,782,278 )

Net loss — — — — ( 3,258,969 ) ( 3,258,969 )

Common stock issued for cash 82,000 82 4,854,847 — — 4,854,929

Foreign currency translation adjustment — — — 218,346 — 218,346

Balance as of June 30, 2025 1,082,000 1,082 21,367,836 1,341,690 ( 19,233,044 ) 3,477,564

( 15,974,075 )

Balance as of July 1, 2025 1,082,000 1,082 21,367,836 1,341,690 ( 19,233,044 ) 3,477,564

( 15,974,075 )

( 3,258,969 )

Issuance of stocks

Net income — — — — 6,677,077 6,677,077

Private placement 200,000 200 247,800 — — 248,000

Common stock issued for commitment fee 82,536 83 499,917 — — 500,000

Issuance of common stock for fractional share adjustments 17,597 17 ( 17 ) — — —

Common stock issued for acquisition of Acellent 270,000 270 12,621 — — 12,891

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

Foreign currency translation adjustment — — — ( 372,814 ) — ( 372,814 )

Balance as of June 30, 2026 1,652,133 1,652 23,862,166 968,876 ( 12,555,967 ) 12,276,727

( 19,233,044 )

* Giving retroactive effect to the 5 for 1 reverse share split effected on October 15, 2024.

The accompanying notes are an integral part of these consolidated financial

* Giving retroactive effect to the 1-for-20 reverse stock split effected on February 20, 2026.

The accompanying notes are an integral part of these consolidated financial statements

ADVANCED BIOMED INC.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended

Depreciation and amortization

Changes in operating assets:

FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

For the Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) for the year 6,677,077 ( 3,258,969 )

Net income (loss) from discontinued operations 12,938,353 ( 2,172,499 )

Net loss from continuing operations ( 6,261,276 ) ( 1,086,470 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Common stock issued for commitment fee 500,000 —

Stock-based compensation 1,734,009 —

Deferred tax benefit ( 1,205 ) —

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

Changes in operating assets and liabilities:

Prepaid expenses and other current assets 579,866 ( 1,837,705 )

Accounts payable, accruals and other current liabilities ( 431,644 ) 615,806

Lease obligations, net cash

Other non-current assets

Cash used in operating activities

Purchase of equipment

Cash used in investing activities

Net proceeds from issuance of stock in IPO/(prepayments for IPO costs)

Proceeds from related parties – major stockholders

Repayments to related parties – major stockholders

Proceeds from related parties – related corporations

Repayments to related parties – related corporations

Cash provided by financing activities

Foreign currency effect

Net change in cash

Cash at beginning of the year

Cash at year end

Net increase (decrease) in cash

Supplementary Cash Flow Information:

Cash paid for interest

Cash paid for taxes

Cash received for interest

The accompanying notes are an integral part of

these consolidated financial statements.

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

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

Net cash used in operating activities ( 1,946,943 ) ( 5,825,055 )

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash outflow for disposal of subsidiaries ( 2,581,850 ) —

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

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

Net cash used in investing activities ( 2,506,087 ) ( 31,650 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock 248,000 5,493,800

Proceeds from related parties 1,078,215 274,975

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

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

Net cash provided by financing activities 1,967,972 5,934,301

EFFECT OF EXCHANGE RATE ON CASH FROM CONTINUING OPERATIONS ( 10,479 ) —

EFFECT OF EXCHANGE RATE ON CASH FROM DISCONTINUED OPERATIONS ( 22,843 ) 218,346

Net change in cash, including cash from discontinued operations ( 2,518,380 ) 295,942

Cash, including cash from discontinued operations — beginning of year 2,903,915 2,607,973

Cash — end of year 385,535 2,903,915

Less cash from discontinued operations — ( 2,872,776 )

Cash from continuing operations, end of year 385,535 31,139

Supplemental disclosure of noncash investing and financing activities:

Common stock issued in settlement of commitment fees $ 500,000 —

Common stock issued for acquisition of Acellent $ 12,891

Stock-based compensation $ 1,734,009 —

The accompanying notes are an integral part of these consolidated financial statements.

ADVANCED BIOMED INC.

2 unchanged sentences

ORGANIZATION AND PRINCIPAL ACTIVITIES

On July 16, 2021, Advanced Biomed Inc.

(the “Company”)

was incorporated in the State of Nevada, as an investment holding company.

The Company’s principal executive offices are located

in Tainan City, Taiwan.

The Company has no substantive operations and assets.

It is holding Company that holds all of the issued and outstanding

shares of Advanced Biomed HK Limited and Advanced Biomed Inc.

On March 7, 2025, the Company announced the closing of its initial

public offering (the "Offering") of 1,640,000 shares of common stock (the “Shares”), at a public offering price

of US$ 4.00 per share for total gross proceeds of US$ 6.56 million.

The Company raised total net proceeds of approximately US$ 5.49 million,

which was reflected in the statement of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses

upon the completion of listing.

The common stock of the Company began trading on the Nasdaq Capital Market under the ticker symbol “ADVB”

from March 6, 2025

Establishment of Advanced Biomed HK Limited

On August 10, 2021, the Company incorporated a

wholly owned subsidiary, Advanced Biomed HK Limited, in Hong Kong to facilitate market development and commercialization of the Company’s

oncology products for sale and distribution in the People’s Republic of China (the “PRC”).

Acquisition of Shanghai Sglcell Biotech Co., Ltd.

and its subsidiaries

On January 1, 2022, Advanced Biomed HK Limited

acquired 100 % equity interest of Shanghai Sglcell Biotech Co., Ltd.

Shanghai Sglcell Biotech Co., Ltd.

was established in the PRC on April

It is engaged in the establishment and operation of medical clinics in the PRC.

Shanghai Sglcell Biotech Co., Ltd.

owns 100 % equity

interest of two subsidiaries namely 1.) Shandong Sglcell Medical Devices Co., Ltd.

and 2.) Nanjing Yitian Biotech Co., Ltd.

Shandong Sglcell

Medical Devices Co., Ltd.

was incorporated in the PRC on July 8, 2021 to carry out the establishment of medical clinics, and the supply

of medical products and services to clinics in the PRC.

Nanjing Yitian Biotech Co., Ltd.

was established in the PRC on January 6, 2017.

Nanjing Yitian Biotech Co., Ltd.

wholly owns a subsidiary, Beijing Yitan Jiarui Technology Co.

Ltd., which was established in the PRC

on October 20, 2017.

Both were established to carry out marketing and clinical services in the PRC.

On June 8, 2023, Shanghai Sglcell Biotech Co.,

transferred its wholly owned subsidiary, Nanjing Yitian Biotech Co., Ltd.

and its subsidiary, Beijing Yitan Jiarui Technology Co.,

Ltd., to independent third-party individuals at aggregate consideration of CNY 500,000 (approximately US$ 71,942 ) without any other obligations

arising from the transfer.

Nanjing Yitian Biotech Co., Ltd.

and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd.

have not commenced

business activity since it was acquired on January 1, 2022 and the Company believed the transfer will improve in operational efficiency.

The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal

company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Nanjing Yitian Biotech Co., Ltd.

and its subsidiary,

Beijing Yitan Jiarui Technology Co., Ltd., was CNY 498,587 (approximately US$ 71,739 ).

On June 9, 2023, Shandong Sglcell Biotech Co.,

Ltd., the wholly owned subsidiary of Shanghai Sglcell Biotech Co., Ltd., was transferred to independent third-party individuals at zero

consideration without any other obligations arising from the transfer.

Shandong Sglcell Biotech Co., Ltd.

has been inactive since it was

incorporated on July 8, 2022 and the Company believed the transfer will improve in operational efficiency.

The consideration is determined

by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as

of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., was zero .

Subsidiary established under Advanced Biomed HK Limited

Advanced Biomed HK Limited incorporated a wholly

owned subsidiary, Sglcell (Huangshan) Biotech Co., Ltd., in the PRC on March 4, 2022;

it was established for the expected future manufacturing

of medical devices in the PRC.

On June 15, 2023, Sglcell (Huangshan) Biotech

Co., Ltd., the wholly owned subsidiary of Advanced Biomed HK Limited, was transferred to an independent third-party corporation at zero

consideration without any other obligations arising from the transfers.

Sglcell (Huangshan) Biotech Co., Ltd.

has been dormant since its

incorporation date from March 4, 2022 and the Company believed the transfer will improve in operational efficiency.

The consideration

is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May

31, 2023, as of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., was zero .

Reorganization of Advanced Biomed Inc.

Advanced Biomed Inc.

(Taiwan) was established

in Taiwan on September 1, 2014.

It is primarily focused on mainly operates as a research and development of new center for technologies

in the field of oncology to help efficiently and cost-effectively identify and diagnose cancer cells.

On date of incorporation, July 16, 2021 , the Company

issued 8,000,000 shares to Dr.

On March 15, 2022, Dr.

Hung To Pau transferred all of his 8,000,000 shares to Sglcell Ltd,

an exempted company incorporated under the law of Cayman Islands, the sole stockholder of which is Dr.

Hung To Pau for a total consideration

The Company was dormant and has no substantive assets.

On June 8, 2022, Sglcell Ltd transferred all of its 8,000,000 shares

Yi Lu for a total consideration of $ 8,000 .

In July 2022, the Company consummated a reorganization of Advanced Biomed Inc.

under share exchange arrangement of its then existing stockholders, who collectively owned all the equity interests of Advanced Biomed

(Taiwan) prior to the reorganization, transferred their respective shares in Advanced Biomed Inc.

(Taiwan) to the Company.

to the re-organization, Advanced Biomed Inc.

(Taiwan) was directly owned and controlled by Dr.

Yi Lu and Chen-Yi Lee with 99.93 % and 0.07 %

beneficial ownership interest, respectively.

The Share Exchange

Pursuant to a share exchange agreement (the “Agreement”)

dated July 11, 2022, Dr.

Yi Lu and Chen-Yi Lee transferred their respective shares in Advanced Biomed Inc.

(Taiwan) at the time of the

Agreement, representing in aggregate 100 % of the issued share capital of Advanced Biomed Inc.

(Taiwan), to the Company.

The consideration

for the share transfers was satisfied by the allotment and issuance of an aggregate of 385,257 fully paid up shares of common stock to

Yi Lu and Chen-Yi Lee.

Following the completion of the share exchange and related issuances by and among the Company, Dr.

Chen-Yi Lee, Advanced Biomed Inc.

(Taiwan) ultimately became a wholly-owned subsidiary of the Company, and Dr.

Yi Lu and Chen-Yi Lee became

the beneficial owners of the Company with percentage ownerships of 99.99 % and 0.01 % as of August 12, 2022.

Subsequently, on October 24, 2022, the Company

issued 365,368 shares to Chen-Yi Lee, and on October 24, 2022, the Company also issued 2,730,000 shares to Advance On Ventures Limited,

a company incorporated under the law of British Virgin Islands (the “Ventures Limited”), the beneficial owners of which are

employees of Advanced Biomed Taiwan.

The Company issued 4,405,625 shares, 2,193,750 shares, 2,060,000 shares, 1,511,250 shares, 1,243,750

shares, 1,230,000 shares respectively to Dr.

Hung To Pau, Yimin Jin, Xiaoyuan Luo, Nanzhen Shen, Jian Wang and Qiang Chen pursuant to

the Debt-For-Equity Exchange Agreement the Company entered into with the abovementioned stockholders on June 30, 2022 to settle debt of

a total amount of NTD 174,020,033 and RMB 22,200,000 (approximately $ 9.04 million).

On October 25, 2022, the Company issued 625,000 shares

to Hanyu Assets Co.

pursuant to the Investment Agreement the Company entered into with Hanyu Assets Co.

on June 6, 2022, and

the Company issued 250,000 shares to Newlink Technology Inc.

pursuant to the Investment Agreement the Company entered into with Newlink

Technology Inc.

on June 6, 2022.

Upon completion of the reorganization, Dr.

Lu’s percentage of ownerships of the Company became 33.54 % as of October 25, 2022.

On November 7, 2022, the Company obtained the

approval of the Investment Commission of the Ministry of Economic Affairs (“Taiwan Investment Commission”) for the reorganization,

and the issuance number of which is “ 經審一字第 11100116890 號 ”.

Additionally, the Bureau of Economic Development of Tainan City Government has also approved the reorganization in accordance with the

Taiwan Company Act on December 26, 2022.

Pursuant to this reorganization, the Company

determined that Advanced Biomed Inc.

(Taiwan) is the predecessor entity as the Company is an investment holding company with no business

activities carried out and all of the business of Advanced Biomed Inc.

(Taiwan) acquired formed substantially all of the business of

the Company under Rule 405 of Regulation C.

To reflect the real economic substance of the Company’s business under the reorganization,

the accompanying consolidated financial statements were prepared assuming that the share exchange transaction, as disclosed above has

been completed, and the Company exercises control of Advanced Biomed Inc.

The transaction detailed above has been accounted

for as reverse takeover and recapitalization of the Company;

whereby the Company (the legal acquirer) is considered the accounting acquiree,

and Advanced Biomed Inc.

(Taiwan)(the legal acquiree) is considered as the accounting acquirer.

This transaction is deemed to be a continuation

of the business of Advanced Biomed Inc.

therefore, no goodwill has been recorded for this transaction, and the Company’s

historical financial information prior to the date of the recapitalization transaction is that of Advanced Biomed Inc.

(Taiwan) and historical

changes in stockholders’ deficit and its results of operations have been presented from the beginning of the first period presented.

The above-mentioned equity is before the stock split on May 16, 2023.

The Company and its subsidiaries are in the table

Percentage of effective ownership

Incorporation June 30,

2025 June 30,

2024 Place of

incorporation

(the “Company”) was incorporated in the State of Nevada on July 16, 2021 .

The Company is a holding company and conducts its operations through its subsidiaries.

The Company’s common stock is listed on the Nasdaq Capital Market under the symbol “ADVB.”

Historically, the Company conducted biotechnology operations primarily through Advanced Biomed Inc.

(Taiwan) and Advanced Biomed HK Limited and its subsidiary, Shanghai Sglcell Biotech Co., Ltd.

These operations were principally engaged in the research and development of microfluidic technologies and cancer screening and related medical device applications.

Strategic Restructuring and Discontinued Operations

During the fiscal year ended June 30, 2026, the Company undertook a strategic restructuring to transition its business focus from its historical biotechnology operations to artificial intelligence and financial algorithmic software-related activities.

On December 23, 2025, the Company entered into a sale and purchase agreement to dispose of its 100 % equity interest in Advanced Biomed HK Limited, including its subsidiary, Shanghai Sglcell Biotech Co., Ltd, to an independent third party for total cash consideration of $ 23,000 .

The transaction was completed on December 31, 2025.

On June 30, 2026, the Company completed the disposition of its 100 % of equity interest in Advanced Biomed Inc.

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

Following these dispositions, the Company ceased its historical biotechnology operations.

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

Accordingly, the historical results of operations and cash flows attributable to these operations have been presented as discontinued operations for all periods presented in the accompanying consolidated financial statements in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations.

See Note 5 — Discontinued Operations for additional information.

Acquisition of Acellent

In April 2026, the Company acquired 100 % of the equity interest in Acellent Technologies (Hong Kong) Co.

Limited (“Acellent”), a Hong Kong technology company focused on artificial intelligence and financial algorithmic software-related applications, from an independent individual.

Following the acquisition, Acellent became a wholly owned subsidiary of the Company.

In connection with the transaction, the Company issued 270,000 shares of common stock of the Company as the consideration.

Following the acquisition, the Company’s continuing operations are primarily focused on technology-related activities utilizing the developing software platform.

During the year ended June 30, 2026, the Company commenced generating revenue from these continuing operations.

See Note 4 — Acquisition of Acellent for additional information.

January 2026 Private Placement

In January 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors.

Pursuant to the agreement, the Company issued 200,000 shares of common stock (representing 4,000,000 shares on a pre-split basis) for gross proceeds of $ 248,000 .

The proceeds from this private placement are intended to be used for general corporate purposes and working capital.

All share counts related to this offering have been retroactively adjusted to reflect the 1-for-20 Reverse Split that occurred on February 20, 2026.

Issuance of Common Stock for Commitment Fee

In January 2026, prior to the Reverse Split, the Company issued shares of common stock with an aggregate fair value of $ 500,000 to an institutional investor as a commitment fee in connection with a securities purchase agreement.

The issuance was recognized as a non-cash financing expense.

The underlying share count has been retroactively restated to reflect the Reverse Split.

Reverse Stock Split

On February 3, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to effect a 1-for-20 reverse stock split of its common stock.

The Reverse Split became effective at the open of trading on The Nasdaq Capital Market on February 20, 2026.

All share and per-share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the Reverse Split for all periods presented.

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

Name of entity Place of

incorporation Ownership

interest as of

2026 Ownership

interest as of

2025 Principal activities

Advanced Biomed Inc.

July 16, 2021 -

Nevada Investment holding

Nevada, United States N/A N/A Investment holding

Acellent Technologies (Hong Kong) Co.

Limited (1) Hong Kong 100 % — Artificial intelligence and financial algorithmic software-related activities and agency services

Advanced Biomed Inc.

(Taiwan) September 1, 2014 100 % 100 % Taiwan Research and development of various advanced and innovative microfluidic biochip technologies, and provide the leading application of such technologies in precision oncology detection, diagnosis and treatment

Advanced Biomed HK Limited August 10, 2021 100 % 100 % Hong Kong Market development

(Taiwan) (2) Taiwan — 100 % Research and development of microfluidic technologies and cancer screening-related medical device applications

Advanced Biomed HK Limited (3) Hong Kong — 100 % Investment holding in the biotechnology sector

Shanghai Sglcell Biotech Co., Ltd.

April 12, 2019 100 % 100 % People’s Republic of China Clinical-related business

The accompanying consolidated financial statements

are presented assuming that the Company was in existence at the beginning of the first period presented.

(3) Mainland China — 100 % (indirect) Biotechnology-related market development and clinical activities

(1) The Company acquired 100% of the equity interests in Acellent Technologies (Hong Kong) Co.

Limited in April 2026.

(2) The Company disposed of its entire equity interest in Advanced Biomed Inc.

(Taiwan) on June 30, 2026.

(3) The Company disposed of its entire equity interest in Advanced Biomed HK Limited, including its wholly owned subsidiary, Shanghai Sglcell Biotech Co., Ltd., in December 2025.

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

See Note 5 — Discontinued Operations.

LIQUIDITY AND GOING CONCERN

The accompanying consolidated financial statements

have been prepared in conformity with U.S.

GAAP which contemplates continuation of the Company on a going concern basis.

The going concern

basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the consolidated

financial statements.

The Company’s ability to continue as a going concern depends upon its ability to develop, register and obtain

regulatory approval for commercial sell of its products to generate positive operating cash flows.

To sustain its ability to support the Company’s

operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:

raise additional capital;

cash generated from upcoming operations;

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

The Company certain related parties have waived

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

The Company completed its initial public offering.

In the initial public offering, the Company issued 1,640,000 shares of common stock

at a price of US$ 4.00 per share.

The Company received gross proceeds in the amount of US$ 6.56 million before deducting any underwriting

discounts or expenses.

On June 6, 2025, the Company entered into a purchase

agreement (the “ELOC Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD.

(the “Investor” or “Selling

Stockholder”), pursuant to which the Company have the right to issue and sell to the Investor, from time to time as provided therein,

and the Investor is obligated to purchase from us, up to Twenty-Five Million United States Dollars ($ 25,000,000 ) of the Company’s

Common Stock, subject to terms and conditions set forth in the ELOC Agreement.

However, for the financial year ended June 30,

2025, the Company reported net loss of $ 3,258,969 .

In addition, the Company had net cash outflows of $ 5,825,055 from operating activities

for the financial year ended June 30, 2025.

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

continue as a going concern.

The consolidated financial statements for the financial years ended June 30, 2025 and 2024 have been prepared

on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications

of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.

The accompanying consolidated financial statements have been prepared in conformity with U.S.

GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and settlement of liabilities in the ordinary course of business.

During the fiscal year ended June 30, 2026, the Company completed the disposition of its historical biotechnology operations and transitioned its operations toward artificial intelligence and financial algorithmic software-related activities.

In April 2026, the Company acquired Acellent and commenced generating revenue from technology-related activities utilizing the software platform.

For the year ended June 30, 2026, although the Company reported net income of $ 6,677,077 , this was primarily attributable to a gain of $ 14,015,417 generated from the disposal of Advanced Biomed HK Limited and its subsidiary and Advanced Biomed Inc.

(Taiwan) during the year.

In addition, the Company had net cash outflows of $ 1,946,943 from operating activities for the year ended June 30, 2026.

To improve its liquidity, the Company completed a private placement in January 2026, raising gross proceeds of $ 248,000 .

Additionally, the Company implemented a 1-for-20 reverse stock split in February 2026 to maintain its listing status and improve its capital structure.

The Company’s ability to meet its future liquidity requirements will depend on, among other factors, its ability to generate cash flows from its continuing operations and, if necessary, obtain additional financing.

Management intends to fund the Company’s operations through available cash resources, cash flows generated from operations and, if necessary, additional equity or other financing arrangements.

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)

and pursuant to the regulations of the United States Securities and Exchange Commission (“SEC”).

(b) Consolidation

The consolidated financial statements include

the financial statements of the Company and its subsidiaries.

All inter-company transactions, if any, and balances due to, due from, long-term

investment subsidiary, and registered paid in capital have been eliminated upon consolidation.

Business combinations are accounted for using

the acquisition method of accounting.

Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective

fair values as of the acquisition date in the Company’s consolidated financial statements.

Any excess fair value of consideration

transferred over the fair value of the net assets acquired is recorded as goodwill.

Contingent consideration obligations incurred in connection

with the business combination are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent

reporting period until the related contingencies are resolved.

The resulting changes in fair values are recorded in the consolidated statements

of operations.

When the Company determines that assets acquired

do not meet the definition of a business under the acquisition method of accounting, acquired assets is expensed, no goodwill is recorded,

and any contingent consideration is recognized only when it becomes payable or is paid.

The preparation of financial statements in conformity

with accounting principles generally accepted in the U.S.

GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

The most significant estimates relate to useful lives for equipment

and intangible assets, assumptions used in assessing right of use assets, impairment of long-lived assets and uncertain tax position.

Actual results could vary from the estimates and assumptions that were used.

(d) Stock split and reverse share

On May 16, 2023, the Company effected a forward

share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4 .

As a result of the forward split, the Company

now have 100,000,000 common stock issued and outstanding as of the date hereof.

The Company believed it is appropriate to reflect the

above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260.

All references made to share or per

share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect

the 4 for 1 share split.

The shares of common stock retain a par value of $ 0.001 per share.

Accordingly, an amount equal to the par value

of the increased shares resulting from the share split was reclassified from “Additional paid-in capital” to “Common

On October 15, 2024, the Company effected the

reverse share split of all issued and outstanding shares of 100,000,000 shares at a ratio of 5:1 .

As a result of the reverse share split,

the Company now have 20,000,000 common stock issued and outstanding as of the date hereof.

Unless indicated or the context otherwise requires,

all number of common stock in this report has been retrospectively adjusted for the reverse share split, as if such reverse share split

occurred on the first day of the years presented.

(e) Risks and uncertainties

The main operations of the Company are located

in Taiwan and mainland China.

Accordingly, the Company’s business, financial condition, and results of operations may be influenced

by political, economic, and legal environments in Taiwan and mainland China, as well as by the general state of the economy in these two

The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in these

two countries.

The Company’s business, financial condition

and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics

and other catastrophic incidents, which could significantly disrupt the Company’s operations.

(f) Foreign currency translation and transaction

and convenience translation

The accompanying consolidated financial statements

are presented in the US Dollar (“US$”), which is the reporting currency of the Company.

The functional currency of the Company

Advanced Biomed Inc.

(Taiwan) uses New Taiwan dollar (“NT$”) as its functional currency.

Advanced Biomed HK Limited

uses Hong Kong dollars (“HKD”) and Shanghai Sglcell Biotech Co., Ltd.

uses Chinese Yuan (“CNY”) as their functional

currencies, respectively.

Assets and liabilities denominated in currencies

other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet

Translation gains and losses are recognized in the consolidated statements of income and comprehensive income as other comprehensive

income or loss.

Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the

exchange rate prevailing on the transaction date.

The cumulative gain or loss from foreign currency transactions is reflected in the consolidated

statements of income and comprehensive income as other income (other expense).

The value of foreign currencies including, the

NT$, CNY and HKD, may fluctuate against the US Dollar.

Any significant variations of the aforementioned currencies relative to the US

Dollar may materially affect the Company’s financial condition in terms of reporting in US Dollar.

The following table outlines

the currency exchange rates that were used in preparing the accompanying consolidated financial statements:

US$ to NT$ fiscal year end

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

(b) Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries.

All intercompany balances and transactions have been eliminated upon consolidation.

Subsidiaries are consolidated from the date the Company obtains control and cease to be consolidated from the date the Company loses control.

The results of operations of subsidiaries disposed of during the year presented are included in the consolidated financial statements through the respective dates on which control ceased, as applicable.

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.

(d) Use of Estimates

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

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of income and expenses during the reporting periods.

Actual results could differ from those estimates.

Significant estimates and assumptions reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for expected credit losses, stock-based compensation, interest rate of lease and gain on disposal of subsidiaries.

Cash consists of cash on hand and demand deposits with financial institutions that are unrestricted as to withdrawal and use.

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

The Company monitors the financial condition of these institutions and has not experienced any losses on such accounts.

(f) Foreign Currency Translation and Transactions

The accompanying consolidated financial statements are presented in U.S.

dollars (“US$”), which is the reporting currency of the Company.

The functional currency of the Company is the U.S.

The functional currency of Acellent, the Company’s Hong Kong subsidiary acquired in April 2026, is the Hong Kong dollar (“HKD”).

Certain subsidiaries included in the consolidated financial statements prior to their dispositions during the year ended June 30, 2026 also used currencies other than the U.S.

dollar as their functional currencies.

Assets and liabilities of subsidiaries whose functional currencies are other than the U.S.

dollar are translated into U.S.

dollars at the exchange rates in effect at the balance sheet date.

Revenues and expenses are translated at the exchange rates in effect on the dates of the transactions or, when appropriate, at average exchange rates for the applicable reporting period.

Translation adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in other comprehensive income (loss) and accumulated in accumulated other comprehensive income, a component of stockholders’ equity.

Transactions denominated in currencies other than an entity’s functional currency are initially recorded at the exchange rate in effect on the transaction date.

Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect at the balance sheet date, and resulting foreign currency transaction gains or losses are recognized in the consolidated statements of operations and comprehensive income (loss).

The following table sets forth the exchange rates used in preparing the accompanying consolidated financial statements:

2026 June 30,

US$ to NT$ fiscal year-end rate 31.8500 29.1800

US$ to NT$ average rate 31.0413 32.0919

US$ to CNY fiscal year end

US$ to CNY average rate

US$ to HKD fiscal year end

US$ to HKD fiscal year-end rate 7.8420 7.8500

US$ to HKD average rate 7.8347 7.7900

(g) Fair value measurement

Accounting guidance defines fair value as the

price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

When determining the fair value measurements for assets and liabilities required or permitted to be recorded

at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions

that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy

that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant

to the fair value measurement.

Accounting guidance establishes three levels of inputs that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets;

quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Cash, other current assets, leases payable, accounts

payables, accruals and other current liabilities are financial assets and liabilities.

Cash, other current assets, accounts payable, accruals

and other current liabilities are subject to fair value measurement;

however, because of their being short term in nature management believes

their carrying values approximate their fair value.

Financial instruments are fair value financial assets that are marked to fair value

and are accounted for under as Level 3 under the above hierarchy.

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

NOT to account for them under the fair value hierarchy.

(g) Fair Value Measurements

The Company follows ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques.

The three levels of the fair value hierarchy are as follows:

● Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.

● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 — Unobservable inputs for the asset or liability that are significant to the fair value measurement.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The classification of a fair value measurement within the hierarchy is based on the lowest level input that is significant to the measurement.

The carrying amounts of the Company’s short-term financial assets and liabilities approximate their fair values because of the short-term nature of these instruments.

(h) Related Parties

We adopted ASC 850, Related Party Disclosures,

for the identification of related parties and disclosure of related party transactions for the years ended June 30, 2025 and 2024.

Cash consists of cash on hand, the Company’s

demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal

Deposits are held at highly liquid and well capitalized financial institutions.

Risk of loss is not expected by management.

(j) Intangible assets, net

The Company’s intangible assets are stated

at cost less accumulated amortization and impairment, if any, and amortized on a straight-line basis over the estimated useful lives of

Category Estimated

Software 3 years

Patents 6 years

Software represents purchased software and is

amortized straight-line over the Company’s estimates to generate economic benefits from such software, generally three years .

Patents represent the estimated fair value assigned to finite-lived

intangible assets acquired in a transaction that is accounted for as an acquisition of assets rather than a business combination are initially

recognized in accordance with other application GAAP.

Any consideration transferred in excess of the fair value of the assets acquired

is allocated to each asset acquired on a relative fair value basis.

Amortization is computed using the straight-line method over the estimated

useful lives of the respective finite-lived intangible assets, generally six years .

Intangible assets are reviewed for impairment at least

annually or more frequently if indicators of potential impairment exist.

The Company reviews finite-lived intangible assets for impairment

at least annually or more frequently if events or changes in circumstances indicate that the carrying value of the assets might not be

If the carrying value of a finite-lived intangible asset exceeds its fair value, then it is written down to its adjusted

The Company had previously recognized an impairment loss on certain intangible assets in prior years.

The remaining intangible

assets were assessed for impairment as of the balance sheet date, and management concluded that no further impairment was required.

(k) Equipment, net

Equipment, net are stated at cost less accumulated

depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets.

Cost represents

the purchase price of the asset and other costs incurred to bring the asset into its intended use.

Estimated useful lives are as follows:

Lab equipment

Computer equipment

Furniture and fixtures

Leasehold improvements

Expenditure for repair and maintenance costs,

which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major

renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related

Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any

resulting gain or loss recognized in the consolidated statements of operations and comprehensive loss.

(l) Deferred Initial Public Offering (“IPO”) costs

The Company complies with the requirement of the

ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”.

Initial public

offering expense directly attributable to offering of securities are deferred and would be charged against the gross proceeds of the offering,

as a reduction in share capital.

These deferred expenses mainly consist of underwriting, legal and other expenses incurred through the

balance sheet date that are directly related to the intended IPO.

As of June 30, 2024, the Company capitalized US$ 638,871 of deferred

initial public offering costs.

As of June 30, 2025, the Company had completed its Initial Public Offering, and the accumulated deferred

IPO cost was Nil .

(m) Impairment of long-lived assets

The Company reviews its long-lived assets for

impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable.

these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted

future cash flows expected to result from the use of the assets and their eventual disposition.

If the sum of the expected undiscounted

cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying

amount over the fair value of the assets, using the expected future discounted cash flows.

As of June 30, 2025 and 2024, the Company had

no remaining carrying amount of finite-lived intangible related to purchased patents from the acquisition of Shanghai Sglcell Biotech

as the assets were fully impaired in 2022.

(n) Commitments and contingencies

In the normal course of business, the Company

is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business

that relate to a wide range of matters, such as government investigations and tax matters.

The Company recognizes a liability for such

contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made.

The Company may

consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances

of each matter.

(o) Research and development expenses

Research and development expenses include costs

directly attributable to the conduct of research and development programs, including licensing fees, cost of salaries, payroll taxes and

other employee benefits, subcontractors and materials used for research and development activities, including clinical trials, manufacturing

costs and professional services.

All costs associated with research and developments are expensed as incurred.

The Company has already started the registration

process and plans to start clinical research in November 2025, which are expected to end in May 2026, and we expect to obtain the required

registration certificate by October 2027.

As of June 30, 2025, the Company has not commenced sales of the products nor have any revenue-generating

products and do not expect sales of revenue-generating product candidates until the Company has completed clinical development, submitted

regulatory filings, and received applicable regulatory approvals for candidate products.

Hence, the Company incurred its research and development

cost during the years ended June 30, 2025 and 2024, which is in compliance under ASC 730-10-25.

(p) General and administrative expenses

General and administrative expenses mainly consist

of staff cost, depreciation, office supplies and upkeep expenses, travelling and entertainment, legal and professional fees, property

and related expenses, other miscellaneous administrative expenses.

(q) Operating leases

Prior to the adoption of ASC 842 on January

Leases, mainly leases of factory buildings, offices

and employee dormitories, where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for

as operating leases.

Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term.

Company had no finance leases for any of the periods stated herein.

Upon and hereafter the adoption of ASC 842

on January 1, 2019:

The Company determines if an arrangement is a

lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability,

and operating lease liability, non-current in the Company’s consolidated balance sheets.

ROU assets represent the Company’s

right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease

payments over the lease term.

When determining the lease term, the Company includes options to extend or terminate the lease when it is

reasonably certain that it will exercise that option, if any.

As the Company’s leases do not provide an implicit rate, the Company

used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02:

(i) for leases that have

lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not

to apply ASC 842 recognition requirements;

and (ii) the Company elected to apply the package of practical expedients for existing arrangements

entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification

applied to existing leases, and (c) initial direct costs.

(r) Income Taxes

The Company accounts for income taxes using the

asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization

of tax benefits in future years.

Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary

differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax

A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company

is able to realize their benefits, or future deductibility is uncertain.

Under ASC 740, a tax position is recognized as

a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination

being presumed to occur.

The evaluation of a tax position is a two-step process.

The first step is to determine whether it is more-likely-than-not

that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical

merits of that position.

The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount

of benefits recognized in the financial statements.

A tax position is measured at the largest amount of benefit that is greater than 50

percent likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition

threshold should be recognized in the first subsequent period in which the threshold is met.

Previously recognized tax positions that

no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the

threshold is no longer satisfied.

Penalties and interest incurred related to underpayment of income tax are classified as income tax expense

in the year incurred.

No significant penalty or interest relating to income taxes has been incurred for the years ended June 30, 2025

GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures

and transition.

Valuation of Deferred Tax Assets

A valuation allowance is recorded to reduce the

Company’s deferred tax assets to the amount that is more likely than not to be realized.

In assessing the need for the valuation

allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning

If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance

against a portion or all of the deferred tax assets in that jurisdiction.

If, after recording a valuation allowance, the Company’s

projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with

the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets.

As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate

Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in

the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction.

In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results

in the period such determination was made.

(s) Loss per share

Loss per share is computed by dividing net loss

attributable to common stockholders by the weighted average number of common stock outstanding during the year.

Diluted earnings

per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted

into common stock.

(t) Segment Reporting

FASB ASC 280, “Segment Reporting”,

establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational

structure as well as information about geographical areas, business segments and major customers in financial statements for details on

the Company’s business segments.

The Company uses the management approach to determine

reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s chief

operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

The Company’s CODM has been identified as

the CEO, who reviews results when making decisions about allocating resources and assessing the performance of the Company.

For the years

ended June 30, 2025 and 2024, the CODM reviewed the consolidated results when making decisions about allocating resources and assessing

performance of the Company as a whole, and the Company has only one reportable segment.

(u) Recent accounting pronouncements

In October 2023, the FASB issued ASU 2023-06,

“Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.”

This amendment incorporates certain U.S.

Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards

Codification.

The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification

Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not

previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations.

subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or

to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer,

the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules.

For all other

entities, the amendments will be effective two years later.

However, if by June 30, 2027, the SEC has not removed the related disclosure

from its regulations, the amendments will be removed from the Codification and not become effective for any entity.

The Company does not

expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740) — Improvements to income Tax Disclosures.

The amendment in this update are effective for annual

periods beginning after December 15, 2024.

For entities other than public business entities, the amendments are effective for annual periods

beginning after December 15, 2025.

Early adoption is permitted for annual financial statements that have not yet been issued or made available

for issuance.

The Company has adopted ASU 2023-09 on July 1, 2024 and the adoption

of the standard did not have a material impact to the overall financial presentation.

See Note 10 for further information.

In March 2024, the FASB issued ASU 2024-01, Compensation

— Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Award.

For public business

entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim periods within

those annual periods.

For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim

periods within those annual periods.

Early adoption is permitted for both interim and annual financial statements that have not yet been

issued or made available for issuance.

If an entity adopts the amendments in an interim period, it should adopt them as of the beginning

of the annual period that includes that interim period.

The Company believes the future adoption of this ASU is not expected

to have a material impact on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02,

“Codification Improvements — Amendments to Remove References to the Concepts Statements”.

This update contains

amendments to the Codification that remove references to various FASB Concepts Statements.

These issues to remove references to various

Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance.

The amendments

in this Update are effective for public business entities for fiscal years beginning after December 15, 2024.

Early application

of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued

(or made available for issuance).

The Company is currently evaluating the impact of adoption on the Company’s

related disclosures.

In November 2024, the FASB issued ASU 2024-03,

Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting

Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim

basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement

line item that contains those expenses.

ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning

after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application

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.

PREPAID EXPENSES AND OTHER CURRENT ASSETS,

Tax refundable

Other receivables

Total prepaid expenses and other current assets

allowance for credit losses

Total prepaid expenses and other current assets

* The amount due from a related corporation, which the Company’s major stockholders

have controlling equity interest in, as of June 30, 2025 are non-trade, unsecured, interest-free and repayable on demand.

The Company identifies related parties and accounts for and discloses related-party transactions in accordance with ASC 850, Related Party Disclosures.

Related parties generally include the Company’s directors and executive officers, principal stockholders, their immediate family members, and entities that are controlled by or under common control with such parties.

Transactions with related parties are recorded based on the terms of the underlying arrangements.

Material related-party transactions and balances are disclosed in the accompanying consolidated financial statements.

(i) Credit Losses

The Company accounts for credit losses on financial assets measured at amortized cost in accordance with ASC 326, Financial Instruments — Credit Losses .

The Company estimates expected credit losses based on relevant information available about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts.

The Company evaluates amount due from 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.

(j) Revenue Recognition

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

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

The Company 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).

Revenue from contracts with customers consisted of the following:

Revenue by major source Year ended

2026 Year ended

Agency fee revenue – point in time 127,637 —

Total revenue 127,637 —

(k) Stock-Based Compensation

The Company measures stock-based compensation at the fair value of the equity instruments issued and recognizes the resulting expense over the period in which the related services are received under ASC 718.

Stock-based compensation expense is included in operating expenses in the consolidated statements of operations and comprehensive income (loss).

(l) Impairment of Long-Lived Assets

The Company reviews its long-lived assets, including finite-lived intangible assets and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

When indicators of impairment exist, recoverability is assessed by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to result from its use and eventual disposition.

If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value.

Fair value is determined using appropriate valuation techniques based on the facts and circumstances.

(m) Commitments and Contingencies

The Company is subject to commitments and contingencies arising in the ordinary course of business, including legal proceedings, claims, contractual commitments and other matters.

The Company records an accrual for a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

If a loss is reasonably possible but not probable, or if a loss is probable but the amount cannot be reasonably estimated, the nature of the contingency and an estimate of the possible loss or range of loss, if estimable, are disclosed in the notes to the consolidated financial statements.

The Company evaluates its commitments and contingencies based on the facts and circumstances available at each reporting date and revises its estimates as additional information becomes available.

(n) Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes .

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards, if any.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.

A valuation allowance is established against deferred tax assets when, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company evaluates the realizability of its deferred tax assets at each reporting date and adjusts the valuation allowance, as necessary, based on changes in facts and circumstances.

The Company recognizes the effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax position will be sustained upon examination by the relevant taxing authority.

A tax position that meets the recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

(o) Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share is computed by dividing income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effect of potentially dilutive securities, if any.

Potential common shares are excluded from the computation of diluted earnings (loss) per share when their effect would be anti-dilutive.

Basic and diluted earnings (loss) per share from continuing operations and discontinued operations are presented separately in accordance with U.S.

All share and per-share amounts presented in the accompanying consolidated financial statements have been retrospectively adjusted, as applicable, to reflect the reverse stock split described below.

(p) Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss).

Other comprehensive income (loss) includes foreign currency translation adjustments arising from the translation of the financial statements of foreign subsidiaries whose functional currencies are other than the U.S.

Foreign currency translation adjustments are reported as a component of other comprehensive income (loss), and the cumulative amount is reported in accumulated other comprehensive income (loss), a component of stockholders’ equity.

(q) Segment Reporting

The Company determines its operating segments in accordance with ASC 280, Segment Reporting, based on the manner in which the chief operating decision maker (“CODM”) manages the Company and evaluates operating performance.

Operating segments are components of an enterprise for which separate financial information is available and is regularly evaluated by the CODM in deciding how to allocate resources and assess performance.

The Company has one reportable segment for its continuing operations, consisting primarily of its technology and software-related operations.

The Company’s historical biotechnology operations, which were disposed of during the year ended June 30, 2026, are presented as discontinued operations and are not included in the Company’s continuing reportable segment.

(r) Reverse Stock Split

On February 20, 2026, the Company effected a 1-for-20 reverse stock split of its common stock.

The reverse stock split reduced the number of issued and outstanding shares of common stock on a proportionate basis and did not change the par value per share of the Company’s common stock.

All share and per-share amounts presented in the accompanying consolidated financial statements and related notes have been retrospectively adjusted, as applicable, to reflect the reverse stock split for all periods presented.

(s) Recent Accounting Pronouncements

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

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

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

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

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 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 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 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.

ACQUISITION OF ACELLENT

On April 2, 2026, the Company and an independent individual entered into a sale and purchase agreement that the Company agreed to acquire 100 % of the equity interests in Acellent.

In connection with the transaction, the Company issued 270,000 shares of common stock of the Company as a consideration of acquiring the 100 % equity interest in Acellent and compensation to the seller to accept the position as director and CEO of the Company.

As of the date of acquisition, the financial statements of Acellent only consisted of cash of $ 12,891 without other assets and there were no operations and no profit generation.

As a result, the acquisition of Acellent was treated as acquisition of asset, i.e.

The issue of common stock serves two purposes, (i) acquisition of entire equity interest of Acellent;

and (ii) as compensation to current seller for accepting the position of CEO and director of the Company after the acquisition.

The fair value of common stock of the Company amounting to US$ 1,746,900 as the date of acquisition was divided into two parts, $ 12,891 was treated as acquisition of Acellent with equivalent to fair value of only asset, i.e.

cash, acquired in Acellent and the remaining part of $ 1,734,009 was treated as stock-based compensation to the director based on ASC 718.

The stock-based compensation was charged to statements of operations fully for the year ended June 30, 2026 since based on the agreement with the seller, there were no vesting period, no options, no service conditions and were awarded the common stock of the Company to the seller directly upon transferred of shares on April 23, 2026.

The results of operations of Acellent have been included in the Company’s consolidated financial statements from the accounting acquisition date.

For the year ended June 30, 2026, the Company’s revenue generated by Acellent was $ 127,637 and net loss incurred by Acellent which was consolidated was $ 13,406 .

DISCONTINUED OPERATIONS

During the fiscal year ended June 30, 2026, the Company completed the dispositions of its historical biotechnology operations as part of its strategic restructuring and transition toward artificial intelligence and financial algorithmic software-related businesses.

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

On December 23, 2025, the Company entered into a sale and purchase agreement with an independent individual, Wei Ha Hui, pursuant to which the Company agreed to sell 100 % of the issued and outstanding shares of Advanced Biomed HK Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Hong Kong Subsidiary”), for an aggregate agreed cash purchase price of $ 23,000 , subject to the terms and conditions set forth in the agreement.

All intellectual property owned by the Hong Kong subsidiary, including intellectual property owned by Shanghai Sglcell Biotech Co., Ltd., a wholly owned subsidiary of the Hong Kong subsidiary, was transferred to the buyer at the closing of this transaction on December 31, 2025.

On June 30, 2026, the Company entered into a sale and purchase agreement with an independent individual, Miaozhu Zhao, pursuant to which the Company agreed to sell 100 % of the issued and outstanding shares of Advanced Biomed Inc.

(Taiwan), a Taiwan company and a wholly owned subsidiary of the Company (the “Taiwan Subsidiary”), for an aggregate cash purchase price of $ 490,000 based on a valuation report commissioned by the Company, subject to the terms and conditions set forth in the Agreement.

All intellectual property owned by the Taiwan subsidiary was transferred to the buyer at the closing of this transaction on June 30, 2026.

The subsidiary comprises our market development and clinical-related business operating segment.

As a result of the planned disposition of the subsidiaries, the market development and clinical-related business operating segment meets the held for sale criteria of ASC 205-20.

Accordingly, the historical results of operations of the market development and clinical-related business operating segment has been reflected as discontinued operations in our consolidated financial statement for all periods prior to the agreements on December 23, 2025 and June 30, 2026, respectively.

As a result, the Hong Kong Subsidiary completed during the period ended December 31, 2025, the Company deconsolidated the subsidiary as of December 31, 2025 while the Taiwan Subsidiary completed during the period ended June 30, 2026, the Company deconsolidated the subsidiary as of June 30, 2026.

Therefore, the Company reported no assets or liabilities of the subsidiaries from the date of disposals and recognized a net gain on deconsolidation of $ 14,015,417 , which has been reflected as a component of discounted operations, net of tax on the accompanying consolidated statements of operations and comprehensive income (loss).

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

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

Hong Kong Subsidiary Taiwan Subsidiary

Net assets disposal of:

Cash 5,926 2,598,924

Due from Advanced Biomed Inc.

(Taiwan) 438,720 -

Prepaid expenses and other current assets, net 889,055 49,989

Equipment, net 155,270 97,023

Equipment, net, consists of the following:

Lab equipment

Computer equipment

Furniture and fixtures

Leasehold improvements

accumulated depreciation

Right-of-use assets - 32,432

Other non-current assets, net 214,497 -

Accounts payable, accruals, and other current liabilities ( 299,904 ) ( 397,101 )

Lease liabilities (current and non-current) - ( 32,432 )

Due to the Company ( 6,432,919 ) ( 8,602,603 )

Due to related parties of Hong Kong Subsidiary ( 163,706 ) -

Due to Hong Kong Subsidiary - ( 661,516 )

Due to related parties of Taiwan Subsidiary - ( 514,123 )

Tax payable ( 180 ) -

Total net liabilities disposed of ( 5,193,241 ) ( 7,429,407 )

Hong Kong Subsidiary Taiwan Subsidiary Total

Gain on disposal of subsidiaries:

Total net liabilities disposed of 5,193,241 7,429,407 12,622,648

Release of the translation of subsidiaries in foreign currency charged to other comprehensive loss in prior periods 450,526 429,243 879,769

Cash consideration 23,000 490,000 513,000

5,666,767 8,348,650 14,015,417

Net cash inflow (outflow) arising from disposal

Cash consideration received during the year 23,000 - 23,000

Cash disposed of ( 5,926 ) ( 2,598,924 ) ( 2,604,850 )

17,074 ( 2,598,924 ) ( 2,581,850 )

(b) Summary of Assets and Liabilities of Discontinued Operations

The major classes of assets and liabilities of discontinued operation included in the consolidated balance sheets as of June 30, 2026 and 2025 were as follows:

2026 June 30,

Current assets:

Cash — 2,872,776

Prepaid expenses and other current assets, net — 1,290,951

Total current assets of discontinued operations — 4,163,727

Non-current assets:

Equipment, net — 331,346

Depreciation expenses were approximately US$ 224,832

and US$ 268,279 for the years ended June 30, 2025 and 2024, respectively.

INTANGIBLE ASSETS, NET

The following table summarizes the carrying amount

of the Company’s finite-lived intangible assets:

Acquired technology

accumulated amortization

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

as the assets were fully impaired in 2022.

ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT

LIABILITIES AND AMOUNT DUE TO RELATED PARTIES –

RELATED CORPORARIONS, NON-CURRENT

Account Payable, accrued expenses and other liabilities

consists of the following:

Accounts payable

Payroll payable

Amount due to related parties – major stockholders *

Amount due to related parties – related corporations**

Other payable#

Total Accounts payable, accruals, and other current liabilities

Amount due to related parties – related corporations, non-current***

* The amount due to the Company’s major stockholders as of June 30, 2025 and 2024 is

non-trade, unsecured, interest-free and repayable on demand.

** The amount due to related corporations, which the Company’s major stockholders have

controlling equity interest in, as of June 30, 2025 and 2024 are non-trade, unsecured, interest-free and repayable on demand.

*** The amount due to related corporations, which the Company’s major stockholders have controlling equity interest in, as of June 30, 2025 and 2024 are non-trade, unsecured, interest-free and the remaining loan term are over one year .

The Company believes the carrying value approximates fair value.

# The amount consists of payables owed to third party creditors, which are unsecured, interest-free

and repayable on demand, and other payables due to operational use.

OTHER EXPENSE, NET

For the years ended

Right-of-use assets, net — 65,399

Other non-current assets, net — 83,027

Total non-current assets of discontinued operations — 479,772

Total assets of discontinued operations — 4,643,499

Current liabilities:

Accounts payable, accruals, and other current liabilities — 2,072,486

Amounts due to the Company — 16,349,752

Current lease payable — 35,811

Total current liabilities of discontinued operations — 18,458,049

Non-current liabilities:

Non-current lease payable — 5,879

Amount due to related parties – non-current — 69,797

Total non-current liabilities of discontinued operations 75,676

Total liabilities of discontinued operations — 18,533,725

As of June 30, 2025, the consolidated balance sheet of the Company separately presented $ 16,349,752 as due from discontinued operations.

The liabilities of discontinued operations presented above included a corresponding $ 16,349,752 due to the Company.

These balances arose from transactions between the parent company and the operations subsequently disposed of and are separate from amounts due to external related parties discussed in Note 11.

The major components of the results of discontinued operations included in the consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2026 and 2025 were as follows:

For the Year Ended

Operating expenses:

Research and development expenses 869,823 909,771

General and administrative expenses 443,126 1,024,795

Total operating expenses 1,312,949 1,934,566

Operating loss ( 1,312,949 ) ( 1,934,566 )

Other income (expense):

Interest income 457 24,915

Other income (expense), net 235,428 ( 262,848 )

Foreign exchange loss, net

Other expense, net

For the sake of undertaking a public offering

of the Company’s common stock, the Company has performed a series of re-organizing transactions resulting in 20,000,000 of common

stock and 20,000,000 of common stock outstanding as of December 31, 2024 and June 30, 2024 giving the retroactive effects to the 4 for

1 share split effected on May 16, 2023 and 5 for 1 reverse share split effected on October 15, 2024.

The Company has accounted for these

shares had they been issued and outstanding at the beginning of the first period presented.

The Company only has one single class of common

stock that is accounted for as permanent equity.

On May 16, 2023, the Company effected a forward

share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4.

As a result of the forward split, the Company

now have 100,000,000 common stock issued and outstanding as of the date hereof.

The Company believed it is appropriate to reflect the

above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260.

All references made to share or per

share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect

the 4 for 1 share split.

The shares of common stock retain a par value of $ 0.001 per share.

Accordingly, an amount equal to the par

value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common

On October 15, 2024, the Company effected the

reverse share split of all issued and outstanding shares of 100,000,000 shares at a ratio of 5:1.

As a result of the reverse share split,

the Company now have 20,000,000 common stock issued and outstanding as of the date hereof.

Unless indicated or the context otherwise requires,

all number of common stock in this report has been retrospectively adjusted for the reverse share split, as if such reverse share

split occurred on the first day of the years presented.

On March 7, 2025, the Company completed its initial

public offering.

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

The Company received gross proceeds in the amount of US$ 6.56 million before deducting any underwriting discounts or expenses.

began trading on the Nasdaq Capital Market on March 6, 2025 under the ticker symbol “ADVB.”

The Company is not an operating company but a

holding company incorporated in the State of Nevada and is considered U.S.

tax resident under U.S.

accordingly, it is subject

tax laws at a statutory tax rate of 21 %.

The Company is subject to the State of Nevada tax laws at a tax rate of 0 %.

The Company’s net deferred income tax assets

as of June 30, 2025and 2024 consist of net operating loss carry forwards.

The net operating loss carry forwards for U.S.

federal tax and

Taiwan, China, Hong Kong tax purposes are available for carry forward indefinitely for use in offsetting taxable income.

net operating loss carry forward offset is limited to up to 80 % of the taxable income.

As of June 30, 2025 and 2024, the Company had

total net operating loss carry forwards of approximately $ 13,167,716 and $ 8,767,393 , respectively, which consists of China net operating

loss carry forwards of $ 4,896,250 and $ 3,817,009 , respectively, Taiwan net operating losses of $ 5,824,336 and $ 4,200,888 , respectively,

Hong Kong net operating loss carry forwards of $ 94,686 and $ 5,014 , respectively, and US net operating loss carry forwards of $ 2,352,444

and $ 744,480 , respectively.

The Company’s operating

subsidiary, Advanced Biomed Inc.

(Taiwan) is considered Taiwan tax resident enterprises under Taiwan tax laws;

accordingly, it is subject

to enterprise income tax on its taxable income as determined under Taiwan tax laws at a statutory tax rate of 20 %.

The Company’s operating

subsidiary, Shanghai Sglcell Biotech Co., Ltd.

is considered PRC resident enterprises under Enterprise Income Tax Law of the PRC;

it is subject to enterprise income tax on their taxable income as determined under Enterprise Income Tax Law of the PRC at a statutory

tax rate of 25 %.

Under the current Hong Kong

Inland Revenue Ordinance, a two-tier corporate income tax system was implemented in Hong Kong, which is 8.25 % for the first

HK$ 2.0 million taxable income, and 16.5 % for the subsequent taxable income generated from operations in Hong Kong.

The Company’s

subsidiary, Advanced Biomed HK Limited is considered Hong Kong tax resident under Hong Kong Tax Law;

accordingly, it is subject to corporate

income tax on its taxable income at 8.25 % with nil and nil for the years ended June 30, 2025 and 2024.

The income tax provision consists of the following

For the years ended

Total other income (expense), net 235,885 ( 237,933 )

Loss before tax expense ( 1,077,064 ) ( 2,172,499 )

Income tax expense - -

The following table reconciles the operating

profit to the Company’s effective tax rate:

Loss incurred in discontinued operations ( 1,077,064 ) ( 2,172,499 )

Gain on disposal of subsidiaries, net of tax 14,015,417 -

Net income from discounted operations, net of tax 12,938,353 ( 2,172,499 )

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets consisted of the following:

Other receivables 490,000 —

Amount due from former subsidiaries 15,032,243 —

Advances to suppliers 2,000 —

Prepayment — 1,837,705

Total prepaid expenses and other current assets 15,524,243 1,837,705

Allowance for expected credit losses ( 2,160,266 ) -

Total prepaid expenses and other current assets, net 13,363,977 1,837,705

Amounts due from former subsidiaries .

Following the dispositions of its former subsidiaries, amounts previously recorded as intercompany receivables became receivables from the former subsidiaries.

As of June 30, 2026, these receivables comprised $ 8,602,603 due from Advanced Biomed Inc.

(Taiwan), $ 3,134,595 due from Advanced Biomed HK Limited and $ 3,295,045 due from Shanghai Sglcell Biotech Co., Ltd.

After an allowance for expected credit losses of $ 2,072,417 , the net amount due from former subsidiaries was $ 12,959,826 .

Movement of allowance for expected credit losses was shown below:

Beginning balance, July 1 — —

Provision for allowance for expected credit losses for the year 2,918,909 —

Written off during the year ( 758,643 ) —

Ending balance, June 30 2,160,266 —

ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES

Accounts payable, accruals and other current liabilities consisted of the following:

Accrued payroll 142,147 85,743

Other payables 21,953 246,988

Amount due to related parties – current 1,078,215 —

Accrued Liabilities 231,674 448,100

Total Accounts payable, accruals, and other current liabilities 1,473,989 780,831

The Company is authorized to issue common stock with a par value of $ 0.001 per share.

The Company has one class of common stock, which is classified as permanent equity.

On October 15, 2024, the Company effected a 1-for-5 reverse stock split.

On February 20, 2026, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common stock.

All share and per-share amounts presented in the accompanying consolidated financial statements and notes have been retrospectively adjusted to reflect the stock splits for all periods presented, as applicable.

Initial Public Offering

On March 7, 2025, the Company completed its initial public offering, pursuant to which the Company issued 1,640,000 shares of common stock at an offering price of $ 4.00 per share, before giving effect to the subsequent 1-for-20 reverse stock split.

Those shares represent 82,000 shares after giving retroactive effect to the February 2026 reverse stock split.

The Company received gross proceeds of $ 6.56 million before deducting underwriting discounts and offering expenses.

Private Placement

During the year ended June 30, 2026, the Company issued 200,000 shares of common stock in a private placement for aggregate proceeds of $ 248,000 .

The Company recorded $ 200 in common stock and $ 247,800 in additional paid-in capital in connection with the issuance.

Shares Issued for Commitment Fee

During the year ended June 30, 2026, the Company issued 82,536 shares of common stock, after giving retroactive effect to the February 2026 reverse stock split, as a commitment fee in connection with an equity line of credit arrangement.

The shares had an aggregate value of $ 500,000 , of which $ 83 was recorded in common stock and $ 499,917 in additional paid-in capital.

Fractional Share Adjustments

In connection with the February 2026 reverse stock split, the Company issued 17,597 shares as a result of fractional share adjustments.

As presented in the accompanying consolidated statement of changes in stockholders’ equity, the issuance increased common stock by $ 17 and decreased additional paid-in capital by $ 17 , with no effect on total stockholders’ equity.

Shares Issued for acquisition of Acellent and stock-based compensation

During the year ended June 30, 2026, the Company issued 270,000 shares of common stock as a consideration for acquiring the entire issued shares of Acellent to an independent individual and as compensation for the seller to accept as a position of director and CEO of the Company.

As a result, the acquired merely cash of $ 12,891 with $ 270 as common stock and $ 12,621 as additional paid-in capital, respectively, was recognized as acquisition of subsidiary.

While the remaining fair value of the issue common stock of $ 1,734,009 was recognized stock-based compensation by increasing the additional paid-in capital.

Advanced Biomed Inc.

is incorporated in the State of Nevada and is subject to U.S.

federal income tax at a statutory rate of 21 %.

Nevada does not impose a state corporate income tax.

Acellent Technologies (Hong Kong) Co.

Limited, which was acquired during the year ended June 30, 2026, is subject to Hong Kong profits tax.

Under Hong Kong’s two-tiered profits tax regime, the first HK$ 2 million of a corporation’s assessable profits is taxed at 8.25 %, and assessable profits in excess of HK$ 2 million are taxed at 16.5 %.

For the year ended June 30, 2026, the Company recognized a deferred income tax benefit of $ 1,205 from continuing operations related to the recognition of a deferred tax asset for tax loss carryforwards of Acellent.

The related deferred tax asset was $ 1,204 as of June 30, 2026.

The components of income tax benefit from continuing operations were as follows:

For the years ended

Loss before tax

( 3,258,969 )

( 2,782,278 )

Statutory income tax rate

Income tax expense calculated at the statutory tax rate

Effect of tax losses carry forwards

( 2,890,755 )

( 2,019,708 )

Effect of subsidiaries foreign income

Income tax expense

Current income tax expense — —

Deferred income tax benefit - Hong Kong income tax ( 1,205 ) —

Total income tax benefit from continuing operations ( 1,205 ) —

The following table reconciles income tax benefit computed at the U.S.

federal statutory tax rate to income tax benefit from continuing operations:

For the years ended

federal statutory rate 21.00 21.00

State and local income taxes, net of federal effect — —

Foreign tax effects ( 0.03 ) —

Changes in valuation allowance ( 13.46 ) ( 21.00 )

Nondeductible expenses ( 7.49 ) —

Effective tax rate 0.02 0.00

The component of deferred tax assets are as follows:

Net operating losses carry forward

The components of deferred tax assets were as follows:

Net operating loss carryforwards 725,157 494,013

Allowance for expected credit losses 612,971 —

Gross deferred tax assets 1,338,128 494,013

valuation allowance ( 1,336,924 ) ( 494,013 )

( 2,890,755 )

( 2,019,708 )

Deferred tax assets, net 1,204 —

the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred

tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income

during the periods in which those temporary differences become deductible.

Management considers the cumulative earnings and projected

future taxable income in making this assessment.

Recovery of substantially all of the Company’s deferred tax assets is dependent

upon the generation of future income, exclusive of reversing taxable temporary differences.

A reconciliation of the differences between the

federal income tax rate and the effective tax rate is as follows:

State of Nevada

For the years ended

Tax at federal statutory rate

Changes in valuation allowances

Provision for taxes

For the years ended

Tax at federal statutory rate

Different foreign subsidiary tax rate impact

Changes in valuation allowances

Provision for taxes

For the years ended

Tax at federal statutory rate

Different foreign subsidiary tax rate impact

Changes in valuation allowances

Provision for taxes

For the years ended

Tax at federal statutory rate

Different foreign subsidiary tax rate impact

Changes in valuation allowances

Provision for taxes

Effective from March 30, 2023, the Stock Incentive

Plan (the “2023 Plan”) was approved by the Company's Board of Directors.

Under the 2023 Plan, the Board of Directors may grant

options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any

related company.

The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award,

and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the

term of the options shall not exceed 10 years.

A total of 15 million shares of our common stock are subject to the 2023 Plan and maybe

either a qualified or non-qualified stock option.

The shares issued for the 2023 Plan may be either treasury or authorized and unissued

As of the date of this report, the Company has granted no stock options to purchase any shares of the common stock under the 2023

The Company recognized a deferred income tax benefit of $ 1,205 for the year ended June 30, 2026 related to a tax loss carryforward of Acellent.

The corresponding deferred tax asset balance was $ 1,204 as of June 30, 2026.

The difference between the benefit recognized during the year and the year-end asset reflects foreign currency translation.

The Company’s U.S.

deferred tax assets were fully offset by a valuation allowance as of June 30, 2026 and 2025.

The net operating loss carry forwards for U.S.

federal tax and Hong Kong tax purposes are available for carry forward indefinitely for use in offsetting taxable income.

federal net operating loss carry forward offset is limited to up to 80 % of the taxable income.

For continuing operations, as of June 30, 2026 and 2025, the Company had total net operating loss carry forwards of approximately $ 3,561,863 and $ 2,352,444 , respectively, which consists of Hong Kong net operating losses of $ 14,597 and nil , respectively and US net operating loss carry forwards of $ 3,447,396 and $ 2,352,444 , respectively.

For discontinued operations, as of June 30, 2026 and 2025, the Company had total net operating loss carry forwards of approximately nil and $ 10,815,272 , respectively, which consists of Taiwan net operating loss carry forwards nil and $ 5,824,336 , China net operating loss carry forwards of nil and $ 4,896,250 and Hong Kong net operating loss carry forwards of nil and $ 94,686 , respectively.

STOCK INCENTIVE PLAN

Effective from March 30, 2023, the Stock Incentive Plan (the “2023 Plan”) was approved by the Company’s Board of Directors.

Under the 2023 Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company.

A total of 15 million shares of the Company’s common stock are subject to the 2023 Plan and maybe either a qualified or non-qualified stock option.

The shares issued for the 2023 Plan may be either treasury or authorized and unissued shares.

As of the date of this report, the Company has granted no stock options to purchase any shares of the common stock under the 2023 Plan.

RELATED PARTY TRANSACTIONS

These related parties of the Company with whom

transactions are reported in these financial statements are as follows:

Name of Related Party Relationship to Us

Chairman of the Board and Chief Executive Officer of the Company

Hung To Pau, Ph.D.

Stockholder of the Company

Steven I-Fang Cheng, Ph.D.

Director and Chief Technology Officer of the Company

Chen-Yi Lee Chen-Yi Lee is the sole director and the controlling person of Advance On Ventures Limited, which owns 10.92% equity interest in the Company and has sole voting and dispositive power over shares beneficially owned by Advance On Ventures Limited.

Chen-Yi Lee is also the Stockholder of the Company

Advance On Ventures Limited Stockholder of the Company

Well Fancy Development Ltd Hung To Pau is the director and stockholder of the entity

Shanghai Junfu Electronic Technology Co., Ltd.

Hung To Pau is the legal person and stockholder of the entity

In the ordinary course of business, during the fiscal

years ended June 30, 2025 and 2024, the Company was involved in certain transactions, either at cost or current market prices, and

on the normal commercial terms with related parties.

The following table provides the transactions with these parties for the years

as presented (for the portion of such period that they were considered related):

Amount due to related parties – major stockholders

Name of related party

Chen-Yi Lee (2)

The Company had no related-party transactions during the years ended June 30, 2026 and 2025, while the financial statements reflect advances received from related parties during both years.

The Company has balances with certain stockholders, officers, directors and entities related to them as of June 30, 2026 and 2025.

The relationships relevant to the periods presented are summarized below:

Related party Relationship to the Company

Chief Executive Officer and Chairman of the Board;

Hung To Pau, Ph.D.

Amount due to related parties – related corporations

Name of related party

Jie Wang Stockholder of the Company

Well Fancy Development Ltd.

Shanghai Junfu Electronic Technology Co., Ltd.

Name of related party

Hung To Pau is the director and stockholder of the entity

The balances with related parties were as follows:

Amounts due to related parties — stockholders

Related party As of

Jie Wang 607,014 —

Total 643,014 —

Amounts due to related parties — related corporations, current

Related party As of

Well Fancy Development Ltd.

Shanghai Junfu Electronic Technology Co., Ltd.

Advanced Biomed Inc.(Taiwan) entered into an unsecured, interest-free loan to Yi Lu amounting to NTD 3,578,212 (approximately US$ 122,626 ) for general working capital in January 2023.

As of June 30, 2025 and 2024, the loan balance due to Yi Lu amounted to US$ 122,626 and US$ 110,268 , respectively.

Payments of expenses on behalf of Advanced Biomed Inc.

Advanced Biomed Inc.(HK) entered into one unsecured, interest-free loan to Hung To Pau, Ph.D.

amounting to US$ 200,000 for general working capital in July 2024 and the amount was full settled in 2025.

And Shanghai Sglcell Biotech Co., Ltd entered into three unsecured, interest-free loans to Hung To Pau, Ph.D.

amounting to RMB 122,566 (approximately US$ 17,110 ), RMB 121,681 (approximately US$ 16,986 ) and RMB 76,000 (approximately US$ 10,609 ) for general working capital in October 2024, November 2024 and December 2024.

As of June 30, 2025, the loan balance due to Hung To Pau, Ph.D.

totally amounted to RMB 320,247 (approximately US$ 44,705 ) for general working capital.

Advanced Biomed Inc.(Taiwan) entered into seven unsecured, interest-free

loans to Well Fancy Development Ltd amounting to NTD 5,740,600 (approximately US$ 196,731 ), NTD 1,911,944 (approximately US$ 65,522 ), NTD

1,906,840 (approximately US$ 65,347 ), NTD 3,121,500 (approximately US$ 106,974 ), NTD 1,798,060 (approximately US$ 61,620 ), NTD 1,291,552

(approximately US$ 44,262 ) and NTD 455,992 (approximately US$ 15,627 ) for general working capital in July 2024, October 2024, November 2024,

December 2024, January 2025, February 2025 and March 2025.

In March 2025, Advanced Biomed Inc.(HK) paid US$ 550,000 to Well Fancy Development

Ltd for Advanced Biomed Inc.(Taiwan)’s debt.

And Advanced Biomed Inc.

entered into two unsecured, interest-free loan to Well Fancy

Development Ltd amounting to US$ 119,975 and US$ 205,000 for general working capital in November 2024 and March 2025.

In March 2025, Advanced

paid US$ 50,000 to Well Fancy Development Ltd for repayment.

As of June 30, 2025, the loan balance due to Well Fancy Development

Ltd totally amounted to NTD 177,488(approximately US$ 6,083 ) and US$ 274,975 for general working capital.

Shanghai Sglcell Biotech Co., Ltd entered into nine unsecured, interest-free loans to Shanghai Junfu Electronic Technology Co., Ltd.

amounting to RMB 500,000 (approximately US$ 69,797 ) in April 2023, May 2023, June 2023 and September 2023, respectively, and RMB 700,000 (approximately US$ 97,716 ), RMB 1,000,000 (approximately US$ 139,595 ), RMB 500,000 (approximately US$ 69,797 ), RMB 700,000 (approximately US$ 97,716 ) and RMB 650,000 (approximately US$ 90,738 ) in January 2024, March 2024, March 2024, June 2024 and October 2024, respectively, for general working capital.

As of June 30, 2025 and 2024 the loan balance due to Shanghai Junfu Electronic Technology Co., Ltd totally amounted to RMB 5,550,000 (approximately US$ 774,750 ) and RMB 4,900,000 (approximately to US$ 674,262 ), respectively.

Total 435,201 —

Amounts due to related parties — related corporations, non-current

Related party As of

Well Fancy Development Ltd.

Total — 69,975

The amounts due to related parties are advances from related parties for payment of expenses of the Company.

The balances are interest-free, unsecured and repayable on demand other than the loan balance due to Mr.

Jie Wang, in which the loan was bearing an interest rate of 10 % per annum, repayable within one year and unsecured.

SEGMENT INFORMATION

The Company operates and manages its business

as a single reportable segment, which is consistent with how the Chief Operating Decision Maker (“CODM”), the Chief Executive

Officer, makes operating decisions and allocates resources.

The Company operates and manages its continuing operations as a single reportable segment, which is consistent with how the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer , makes operating decisions and allocates resources.

The CODM assesses performance and results of operations at the Company level.

The Company’s operations are centralized and integrated, with financial results reviewed and managed on a consolidated basis.

management has determined that the Company has one reportable segment under ASC Topic 280, Segment Reporting.

Accordingly, management has determined that the Company has one reportable segment under ASC Topic 280, Segment Reporting.

Measure of Segment Profit or Loss

The CODM assesses performance for the segment

and decides how to allocate resources by regularly reviewing the consolidated net income from the statement of operations, after taking

into account the Company’s strategic priorities, its cash balance, and its expected use of cash.

The following table presents the

significant expense categories in the Company’s single operating segment:

Research and development expenses

The CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the net loss from continuing operations from the statement of operations, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash.

The following table presents the significant income and expense categories in the Company’s single operating segment:

Revenue 127,637 —

Stock-based compensation ( 1,734,009 ) —

General and administrative expenses ( 4,627,170 ) ( 1,086,470 )

( 2,111,265 )

( 1,661,379 )

Other expense, net

( 3,258,969 )

( 2,782,278 )

Other items, net ( 27,734 ) —

Loss from continuing operations ( 6,261,276 ) ( 1,086,470 )

Other items from continuing operations, net, for year ended June 30, 2026 consist of the $ 7,014 of interest expense and $ 21,925 of other expense, net, plus a $ 1,205 income tax benefit.

CONCENTRATIONS AND RISKS

Credit risk is the potential financial loss to

the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company,

as and when they fall due.

As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of

other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated balance sheets.

The Company has no other

financial assets which carry significant exposure to credit risk.

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 HKD 800,000 (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.

Liquidity Risk

Liquidity risk is the risk that the Company will

encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another

financial asset.

The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient

liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient

cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations;

this excludes

the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations;

this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Foreign currency risk

Foreign currency risk is the risk that the fair

value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The company’s exposure to

the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when expense is denominated

in a foreign currency) and the Company’s net investments in foreign subsidiaries.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.

Impact of Inflation

Inflation in Taiwan and PRC has not materially

affected the Company’s profitability and operating results.

However, the Company can provide no assurance that we will be unaffected

by higher inflation rates in Taiwan and PRC or globally in the future.

Inflation in Hong Kong has not materially affected the Company’s profitability and operating results.

However, the Company can provide no assurance that we will be unaffected by higher inflation rates in Hong Kong or globally in the future.

COMMITMENTS AND CONTINGENCIES

Contingencies

In the ordinary course of business, the Company

may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters.

The Company records

contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.

In the opinion of management, there were no pending or threatened claims and litigation as of June 30, 2025 and up through October 8,

2025, the issuance date of these consolidated financial statements.

Lease commitment

The Company determines if a contract contains

a lease at inception.

US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for

financial reporting purposes.

The classification evaluation begins at the commencement date and the lease term used in the evaluation

includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods

when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.

The right-of-use assets relate to leases of office

premises and a dormitory for employees in the PRC and the laboratory in Taiwan.

The recognized operating lease ROU assets and

lease liabilities as follows:

Operating lease ROU asset

Operating lease liabilities

Current portion

Non-current portion

As of June 30, 2025, future minimum lease payments

under the non-cancellable operating leases are as follows:

Future payment

Total future lease payment

imputed interest

Present value of operating lease liabilities

Operating lease liabilities, current portion

Operating lease liabilities, non-current portion

The following summarizes other supplemental information

about the Company’s operating lease as of June 30, 2025:

Weighted average discount rate 3.40 %

Weighted average remaining lease term (years) 1.15

In the ordinary course of business, the Company may be subject to legal proceedings, claims and other matters.

The Company accrues a loss contingency when a loss is probable and the amount can be reasonably estimated.

As of June 30, 2026, the Company was not aware of any pending or threatened legal proceedings that would have a material effect on its consolidated balance sheets, results of operations or cash flows.

SUBSEQUENT EVENTS

The Company has assessed all events from June

30, 2025 through October 8, 2025, which is the date that these consolidated financial statements are available to be issued, unless as

disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements.

The Company evaluated subsequent events occurring after June 30, 2026 through October 13, 2026, the date the consolidated financial statements were issued.

Except as described below, the Company identified no subsequent events requiring recognition or disclosure in the consolidated financial statements.

Termination of Equity Line of Credit

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

The termination became effective on July 21, 2026.

As of the date of the notice, there were no outstanding advance notices, and the Company had satisfied all amounts owed under the arrangement, including the issuance of the commitment fee shares.

(2) Financial Statement Schedules

All schedules are omitted

because they are not applicable, not required, or the information has been otherwise included in the Consolidated Financial Statements

or Notes to Consolidated Financial Statements.

All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements.

(3) Index of Exhibits

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

Incorporated by Reference

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

2.1† Spin-Off Agreement, dated December 23, 2025, by and among Advanced Biomed Inc., Advanced Biomed (HK) Limited and Wei Ha Hui 8-K 001-42548 2.1 December 30, 2025

2.2 Share Purchase Agreement, dated April 2, 2026, by and among Advanced Biomed Inc., Acellent Technologies (Hong Kong) Co.

Limited and Xiaomin Chen 8-K 001-42548 10.1 April 3, 2026

2.3 Share Purchase Agreement, dated June 30, 2026, between Advanced Biomed Inc.

and Miaozhu Zhao relating to Advanced Biomed Inc.

(Taiwan) 8-K 001-42548 10.1 June 30, 2026

3 Certificate of Incorporation and Bylaws

Amended and Restated Memorandum and Articles of the Company

July 23, 2025

Corporate Bylaws

July 23, 2025

3.1 Amended and Restated Memorandum and Articles of the Company S-1 333-288907 3.1 July 23, 2025

3.2 Corporate Bylaws S-1 333-288907 3.2 July 23, 2025

3.3 Certificate of Amendment to the Articles of Incorporation of the Company, filed with the Nevada Secretary of State on February 3, 2026 8-K 001-42548 3.1 February 26, 2026

4 Instruments Defining the Rights of Security Holders, Including Indenture.

Specimen Stock Certificate evidencing the shares of common stock

July 23, 2025

4.1 Specimen Stock Certificate evidencing the shares of common stock S-1 333-288907 4.1 July 23, 2025

4.2* Description of Capital Stock - - - -

10 Material Contracts

Employment Agreement with the Chief Financial Officer

July 23, 2025

2023 Equity Incentive Plan

July 23, 2025

10.1 Employment Agreement with the Chief Financial Officer S-1 333-288907 10.1 July 23, 2025

10.2 2023 Equity Incentive Plan S-1 333-288907 10.2 July 23, 2025

10.3 Advisory Agreement between Advanced Biomed Inc.

and Lin Chien Huang

July 23, 2025

and Lin Chien Huang S-1 333-288907 10.3 July 23, 2025

10.4 Advisory Agreement between Advanced Biomed Inc.

and Zhou Caicun

July 23, 2025

and Zhou Caicun S-1 333-288907 10.4 July 23, 2025

10.5 Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc.

July 23, 2025

S-1 333-288907 10.5 July 23, 2025

10.6 Non-Disclosure Agreement between Advanced Biomed Inc.

and Unimold Technology Inc.

July 23, 2025

S-1 333-288907 10.6 July 23, 2025

10.7 Industrial Cooperation Research Agreement between TSRI and Advanced Biomed Inc.

July 23, 2025

S-1 333-288907 10.7 July 23, 2025

10.8 Investment Agreement between Advanced Biomed Inc.

and Hanyu Assets Co., Ltd.

July 23, 2025

S-1 333-288907 10.8 July 23, 2025

10.9 Investment Agreement between Advanced Biomed Inc.

and Newlink Technology Inc.

July 23, 2025

Debt-for-Equity Swap Agreement

July 23, 2025

S-1 333-288907 10.9 July 23, 2025

10.10 Debt-for-Equity Swap Agreement S-1 333-288907 10.10 July 23, 2025

10.11 Renewed Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc.

July 23, 2025

ELOC Agreement

Code of Business Conduct and Ethics of the Registrant

July 23, 2025

Insider Trading Policies and Procedures

S-1 333-288907 10.12 July 23, 2025

10.12 Purchase Agreement, dated June 6, 2025, between Advanced Biomed Inc.

and Helena Global Investment Opportunities I Ltd.

(terminated effective July 21, 2026) 8-K 001-42548 99.1 June 6, 2025

10.13 Supplemental Agreement, dated January 26, 2026, by and among Advanced Biomed Inc., Advanced Biomed (HK) Limited and Wei Ha Hui 8-K 001-42548 10.1 January 27, 2026

10.14 Form of Securities Purchase Agreement, dated January 28, 2026 8-K 001-42548 10.1 February 2, 2026

10.15 Loan Agreement, dated April 13, 2026, between Advanced Biomed Inc.

and Jie Wang 8-K 001-42548 10.1 April 14, 2026

10.16 Termination Agreement, dated April 28, 2026, between Advanced Biomed Inc.

and Yi Lu 8-K 001-42548 10.1 May 1, 2026

10.17 Employment Agreement, dated April 28, 2026, between Advanced Biomed Inc.

and Xiaomin Chen 8-K 001-42548 10.2 May 1, 2026

14.1 Code of Business Conduct and Ethics of the Registrant S-1 333-288907 99.1 July 23, 2025

19.1 Insider Trading Policies and Procedures 10-K 001-42548 19.1 October 8, 2025

21.1* Subsidiaries of the Registrant - - - -

July 23, 2025

31.1* Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - -

1 unchanged sentence

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350 - - - -

32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C.

Policy Relating to Recovery of Erroneously Awarded Compensation

July 23, 2025

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Section 1350 - - - -

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation S-1 333-288907 99.5 July 23, 2025

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

2 unchanged sentences

Form 10-K Summary.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

October 8, 2025

Advanced Biomed Inc.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 13, 2026 Advanced Biomed Inc.

/s/ Xiaomin Chen

Chief Executive Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated.

Chief Executive Officer and Chairman of the Board

October 8, 2025

(Principal Executive Officer)

/s/ Mingze Yin

Chief Financial Officer

October 8, 2025

(Principal Financial and Accounting Officer)

/s/ Steven I-Fang Cheng

Chief Technology Officer and Director

October 8, 2025

Steven I-Fang Cheng

/s/ Jing Zhang

October 8, 2025

/s/ Cheang I Kei

October 8, 2025

/s/ Mingyue Cai

October 8, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Xiaomin Chen Chief Executive Officer and Chairman of the Board October 13, 2026

Xiaomin Chen (Principal Executive Officer)

/s/ Mingze Yin Chief Financial Officer and Director October 13, 2026

Mingze Yin (Principal Financial and Accounting Officer)

/s/ Jing Zhang Director October 13, 2026

/s/ Cheang I Kei Director October 13, 2026

/s/ Mingyue Cai Director October 13, 2026

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 9A. Controls and Procedures