Item 5. Market for Registrant’s Common Equity
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Common Stock trades on the Nasdaq Capital Market under the symbol “ADVB.”
Holders of Record
As of October 13, 2026, we had approximately 1,652,133 holders of record of our Common Stock, including CEDE & CO. The number of beneficial owners may be substantially greater than the number of stockholders of record because our Common Stock may be held in “street name” by brokers, banks, and other financial institutions.
Dividend Policy
We have never declared or paid any cash dividends on our Common Stock, and we do not anticipate paying any cash dividends on our shares in the foreseeable future. It is presently intended that we will retain our earnings for future operations and expansion.
Within the organization, investor cash inflows have all been received by Advanced Biomed Inc., the parent Nevada entity. Cash to fund our operations is transferred from: (i) the Nevada parent to its operating companies through capital contributions; and (ii) operating companies to other operating companies through capital contributions.
As a holding company, Advanced Biomed Inc. may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. If any of our subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. As of the date of this Report, neither we nor any of our subsidiaries have ever paid dividends or made distributions.
We had a net loss in fiscal years 2026 and 2025 does not expect to distribute earnings in the near future. Going forward, Advanced Biomed intends to continue to invest profit generated from its business operations to invest in new markets or business lines.
Recent Sales of Unregistered Securities
On January 28, 2026, we entered into a securities purchase agreement with certain investors relating to the issuance and sale of 4,000,000 shares of common stock (200,000 shares as adjusted for the Reverse Stock Split) at $0.062 per share for a total purchase price of $248,000. The issuance of the securities were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On January 30, 2026, pursuant to the ELOC Agreement with Helena Global Investment Opportunities I Ltd. (the “Investor”), we issued 1,650,710 shares of Common Stock (82,536 shares as adjusted for the Reverse Stock Split) to the Investor as the consideration for its commitment under the Agreement, with an aggregate value of $500,000 at the time of issuance, thereby fulfilling its obligation under the Agreement. The issuance of the securities were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On April 2, 2026, we entered into a Share Purchase Agreement on April 2, 2026, with Acellent and Mr. Xiaomin Chen, as the sole shareholder of Acellent, to acquire 100% of the equity interest in Acellent in exchange for the issuance of 270,000 shares of the Company’s common stock, valued at $4.00 per share, for an aggregate estimated consideration of $1,080,000. The shares was issued on April 30, 2026 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
Use of Proceeds from our Initial Public Offering
On March 7, 2025, we completed our Initial Public Offering of 1,640,000 shares of Common Stock (82,000 shares as adjusted for the Reverse Stock Split) at a public offering price of $4.00 per share (pre-Reverse Stock Split), pursuant to our registration statement on Form S-1 (File No. 333-272110), which was declared effective by the SEC on February 11, 2025. We received gross proceeds of approximately $6.56 million and net proceeds of approximately $5.60 million. There has been no material change in the planned use of proceeds from our Initial Public Offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) on March 6, 2025. As of June 30, 2026, we had used approximately $3.60 million of the net proceeds from our Initial Public Offering, of which approximately 70% was used for research and development, 10% for marketing and promotional activities, and 20% for general working capital.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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ITEM 6. Reserved
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