Advanced Biomed Inc. 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 38 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. We plan to implement a number of measures to remedy these material weaknesses. To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives to improve our internal control over financial reporting to address the material weaknesses that have been identified, including: (i) obtain additional resources, including experienced staff with U.S. GAAP and SEC reporting knowledge, to strengthen the financial reporting function and to set up financial and system control framework; (ii) conducting regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend external U.S. GAAP training courses; and (iii) optimizing our financial systems by establishing a proper approval mechanism and performing periodic reviews of users accounts and their level of authorization. ITEM 9B. Other Information Not Applicable. ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 39 PART III ITEM 10. Directors, Executive Officers and Corporate Governance Listed below are the names of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they commenced service with the Company. Name Age Position with the Company Xiaomin Chen, Ph.D. 49 Chairman of the Board and Chief Executive Officer 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 Dr. 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. Dr. 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. Dr. 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. Mr. 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. since January 2021 and oversees its finance department. From March 2017 to December 2021, Mr. Yin was Director of Shanghai Guangdian Asset Management Co., Ltd., where he participated in all major corporate decisions and financial compliance matters. From February 2020 to November 2020, he was an independent director of TMSR Holding Company Limited (Nasdaq: TMSR) and a member of its Audit Committee, Nominating and Governance Committee, and Compensation Committee. From February 2018 to November 2018, Mr. Yin was the investors relations manager of Planet Green Holdings Corp. (NYSE: PLAG). From November 2015 to February 2017, Mr. Yin was a senior manager of the Investment Banking Department of Zhongshan Securities Co., Ltd. From October 2012 to October 2015, he was the senior audit manager of BDO China Shu Lun Pan Certified Public Accountants LLP. Mr. Yin is a certified internal auditor and obtained his Bachelor of Management from Jiangsu Haiyang University in 2011. 40 Jing Zhang has served as our independent director and the Chair of the Audit Committee since February 2025. Ms. Zhang has more than 25 years of working experience in financial management. Since July 2013, Ms. Zhang has been the Chief Financial Officer of Shanghai Xun Yang Network Technology Co., Ltd. From September 2022 to February 2023, Ms. Zhang served as an independent director and the chair of the audit committee of Code Chain New Continent Limited Co., Ltd. (NASDAQ: CCNC). From March 2009 to July 2013, Ms. Zhang served as the financial manager of Shanghai Branch of Jiangsu Zi Guang Intelligence Co., Ltd. From March 1999 to February 2009, Ms. Zhang served as the accountant and financial director of the Finance Department of the Eight Five Hospital. Ms. Zhang graduated from Zaozhuang University in 1999. Cheang I Kei has served as our independent director and the Chair of the Compensation Committee since February 2025. Ms. Cheang has been the legal senior manager at Luso International Banking Ltd. since October 2022. She served as the legal manager at Bank of China (Macau) from May 2019 to October 2022. She was the legal assistant at Luso International Banking Ltd. between August 2016 and May 2019. Ms. Cheang is experienced in corporate governance matters and day to day administrative affairs, which we believe makes her a suitable member to our Board. Ms. Cheang received her bachelor’s degree in Chinese-English translation and interpretation from Macau Polytechnic University in 2016. Mingyue Cai has served as our independent director and the Chair of the Nominating and Corporate Governance Committee since February 2025. Mr. Cai has been the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development and application. From February 2020 to April 2024, Mr. Cai worked as an independent director and the chair of compensation committee of GD Culture Group Limited (NASDAQ: GDC). From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co., Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade. From June 2004 to October 2009, Mr. Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and retail environmentally friendly cleaning products. Mr. Cai graduated from China Central Radio & TV University in 2015 with a major in administration. Family Relationships There are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer. Board of Directors All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis. The board of directors has determined to comply with the Nasdaq Listing Rules with respect to certain corporate governance matters. We also intend to comply with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 within the applicable time frame. Director Independence The board of directors has reviewed the independence of our directors, applying the Nasdaq independence standards. Based on this review, the board of directors determined that Jing Zhang, Cheang I Kei, and Mingyue Cai are independent within the meaning of the Nasdaq rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfil their responsibilities, including at least annually in executive session without the presence of non-independent directors and management. 41 Board Committees Our board of directors established standing committees in connection with the discharge of its responsibilities in February 2025. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors will adopt written charters for each of these committees. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Audit Committee Our audit committee is composed of three of our independent directors: Jing Zhang (Chair), Cheang I Kei and Mingyue Cai. The Board has determined that Jing Zhang qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of Nasdaq, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Audit Committee Charter describes the primary functions of the Audit Committee, including the following: ● Oversee the Company’s accounting and the financial reporting processes; ● Oversee audits of the Company’s financial statements; ● Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements; ● Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; ● Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management; and ● Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm. Compensation Committee Our compensation committee is composed of three of our independent directors: Cheang I Kei (Chair), Jing Zhang, and Mingyue Cai. The Compensation Committee will be responsible for, among other matters: ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; and ● appointing and overseeing any compensation consultants or advisors. 42 Corporate Governance and Nominating Committee Our corporate governance and nominating committee is composed of three of our independent directors: Mingyue Cai (Chair), Jing Zhang, and Cheang I Kei. The Corporate Governance and Nominating Committee will be responsible for, among other matters: ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● evaluating the independence of directors and director nominees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s code of business conduct; and ● overseeing the evaluation of the Company’s management. Code of Ethics We have adopted our code of business conduct (the “code of business conduct”) that applies to all directors, executive officers and employees, which is available on our website at www.advb.ai. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business conduct and charters for each of our board committees will be provided without charge upon request from us and will be posted on our company website. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website. Recovery of Erroneously Awarded Compensation We have adopted an executive incentive compensation recovery policy pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”) to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement, which became effective in February 2025. 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. Outstanding Equity Awards 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. 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. 43 Compensation Committee Interlocks and Insider Participation None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the Commission. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended June 30, 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. ITEM 11. Executive Compensation This section discusses the material components of the executive compensation program for our named executive officers for the years ended June 30, 2026 and 2025. Summary Compensation Table 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 (FY) Salary ($) Bonus ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) 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, 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 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. 44 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. If Dr. 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. Mingze Yin. 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, 2026, we and our subsidiaries paid aggregate cash compensation of approximately $182,000 to our executive and non-executive directors as a group. Our Chief Executive Officer and our Chief Financial Officer are executive directors whose compensation were disclosed under “ Item 11 - Executive Compensation - Summary Compensation Table .” We do not pay or set aside any amounts for pensions, retirement or other benefits for directors. The following table shows the compensation paid to our non-employee directors during the year ended June 30, 2026. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Jing Zhang $ 12,000 - - - - - $ 12,000 Cheang I Kei $ 8,000 - - - - - $ 8,000 Mingyue Cai $ 12,000 - - - - - $ 12,000 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information concerning the ownership of our Common Stock as of the date of this Report, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Common Stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group. Applicable percentage ownership is based on an aggregate of 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. 45 Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Outstanding Shares (2) Directors and Officers 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 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 None. Securities Authorized for Issuance under Equity Compensation Plans See “Item 11. Executive Compensation – Share Incentive Plans” 46 ITEM 13. 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; Stockholder Hung To Pau, Ph.D. Stockholder Jie Wang Stockholder of the Company Well Fancy Development Ltd. 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 June 30, 2026 As of June 30, 2025 US$ US$ Xiaomin Chen 36,000 — Jie Wang 607,014 — Total 643,014 — Amounts due to related parties — related corporations, current Related party As of June 30, 2026 As of June 30, 2025 US$ US$ Well Fancy Development Ltd. 435,201 — Total 435,201 — Amounts due to related parties — related corporations, non-current Related party As of June 30, 2026 As of June 30, 2025 US$ US$ Well Fancy Development Ltd. — 69,975 Total — 69,975 Note: 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. 47 ITEM 14. Principal Accounting Fees and Services The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by WWC, P.C., our independent registered public accounting firm, for the periods indicated. We did not pay any other fees to our independent registered public accounting firm during the periods indicated below. WWC, P.C. For the Year Ended June 30, (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. (2) “Audit related fees” means the aggregate fees billed for related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit fees. (3) “Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor Our audit committee is responsible for the oversight of our independent accountants’ work. The policy of our audit committee is to pre-approve all audit and non-audit services provided by WWC, P.C., including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. 48 PART IV ITEM 15. 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 PAGE Report of Independent Registered Public Accounting Firm (PCAOB ID.: 1171) F-2 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 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 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 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 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. WWC, P.C. Certified Public Accountants PCAOB ID No. 1171 We have served as the Company’s auditor since 2022. San Mateo, California October 13, 2026 F- 2 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF JUNE 30. 2026 AND 2025 As of As of June 30, 2026 June 30, 2025 US$ US$ Assets 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 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 Liabilities Current liabilities: 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 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 (Note 14) Stockholders’ equity Common stock $ 0.001 par value per share; 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 ) Accumulated other comprehensive income 968,876 1,341,690 Total stockholders’ equity 12,276,727 3,477,564 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 13,750,716 22,862,095 * 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. F- 3 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED JUNE 30, 2026 AND 2025 For the Years Ended June 30, 2026 2025 US $ US$ Revenue 127,637 — Operating expenses: Stock-based compensation 1,734,009 — General and administrative expenses 4,627,170 1,086,470 Total operating expenses 6,361,179 1,086,470 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 1-for-20 reverse stock split effected on February 20, 2026. The accompanying notes are an integral part of these consolidated financial statements. F- 4 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED JUNE 30, 2026 AND 2025 Common stock Additional paid- Accumulated other comprehensive Accumulated No. of shares* Amount* in capital* income deficits Total US$ US$ US$ US$ US$ Balance as of July 1, 2024 1,000,000 1,000 16,512,989 1,123,344 ( 15,974,075 ) 1,663,258 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 Balance as of July 1, 2025 1,082,000 1,082 21,367,836 1,341,690 ( 19,233,044 ) 3,477,564 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 * 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 F- 5 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2026 AND 2025 For the Year Ended June 30, 2026 2025 US $ US$ 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 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. F- 6 ADVANCED BIOMED INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Organization Advanced Biomed Inc. (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. F- 7 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 June 30, 2026 Ownership interest as of June 30, 2025 Principal activities Advanced Biomed Inc. 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) (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. (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. F- 8 2. LIQUIDITY AND 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. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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. (c) Discontinued Operations The Company reports a disposal of a component or group of components as discontinued operations when the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. The results of operations of a component classified as discontinued operations are presented separately from continuing operations in the consolidated statements of operations and comprehensive income (loss) for all periods presented. Cash flows attributable to discontinued operations are separately presented in the consolidated statements of cash flows. F- 9 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. (e) Cash 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$”), which is the reporting currency of the Company. The functional currency of the Company is the U.S. dollar. The functional currency of Acellent, the Company’s Hong Kong subsidiary acquired in April 2026, is the Hong Kong dollar (“HKD”). Certain subsidiaries included in the consolidated financial statements prior to their dispositions during the year ended June 30, 2026 also used currencies other than the U.S. dollar as their functional currencies. Assets and liabilities of subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the exchange rates in effect on the dates of the transactions or, when appropriate, at average exchange rates for the applicable reporting period. Translation adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in other comprehensive income (loss) and accumulated in accumulated other comprehensive income, a component of stockholders’ equity. Transactions denominated in currencies other than an entity’s functional currency are initially recorded at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect at the balance sheet date, and resulting foreign currency transaction gains or losses are recognized in the consolidated statements of operations and comprehensive income (loss). F- 10 The following table sets forth the exchange rates used in preparing the accompanying consolidated financial statements: June 30, 2026 June 30, 2025 US$ to NT$ fiscal year-end rate 31.8500 29.1800 US$ to NT$ average rate 31.0413 32.0919 US$ to HKD fiscal year-end rate 7.8420 7.8500 US$ to HKD average rate 7.8347 7.7900 (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 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. F- 11 (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 June 30, 2026 Year ended June 30, 2025 US$ US$ 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). F- 12 (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. GAAP. 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. F- 13 (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. dollar. 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. F- 14 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. GAAP. 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. 4. 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 cash. 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 . 5. DISCONTINUED OPERATIONS During the fiscal year ended June 30, 2026, the Company completed the dispositions of its historical biotechnology operations as part of its strategic restructuring and transition toward artificial intelligence and financial algorithmic software-related businesses. The Company determined that these dispositions represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of these historical biotechnology operations have been presented as discontinued operations for all periods presented in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations. F- 15 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 As of December 31, 2025 As of June 30, 2026 US$ US$ Net assets disposal of: Cash 5,926 2,598,924 Due from Advanced Biomed Inc. (Taiwan) 438,720 - Prepaid expenses and other current assets, net 889,055 49,989 Equipment, net 155,270 97,023 Right-of-use assets - 32,432 Other non-current assets, net 214,497 - Accounts payable, accruals, and other current liabilities ( 299,904 ) ( 397,101 ) Lease liabilities (current and non-current) - ( 32,432 ) Due to the Company ( 6,432,919 ) ( 8,602,603 ) Due to related parties of Hong Kong Subsidiary ( 163,706 ) - Due to Hong Kong Subsidiary - ( 661,516 ) Due to related parties of Taiwan Subsidiary - ( 514,123 ) Tax payable ( 180 ) - Total net liabilities disposed of ( 5,193,241 ) ( 7,429,407 ) F- 16 Hong Kong Subsidiary Taiwan Subsidiary Total US$ US$ US$ 　 　 　 　 Gain on disposal of subsidiaries: 　 　 　 Total net liabilities disposed of 5,193,241 7,429,407 12,622,648 Release of the translation of subsidiaries in foreign currency charged to other comprehensive loss in prior periods 450,526 429,243 879,769 Cash consideration 23,000 490,000 513,000 5,666,767 8,348,650 14,015,417 　 　 　 Net cash inflow (outflow) arising from disposal 　 　 　 Cash consideration received during the year 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: As of As of June 30, 2026 June 30, 2025 US$ US$ Assets 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 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 Liabilities 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 F- 17 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. (c) Summary of Results of Discontinued Operations 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 June 30, 2026 2025 US$ US$ 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 ) Total other income (expense), net 235,885 ( 237,933 ) Loss before tax expense ( 1,077,064 ) ( 2,172,499 ) Income tax expense - - 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 ) F- 18 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Prepaid expenses and other current assets consisted of the following: As of June 30, 2026 As of June 30, 2025 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 Less: 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: As of June 30, 2026 As of June 30, 2025 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 — 7. ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT LIABILITIES Accounts payable, accruals and other current liabilities consisted of the following: As of June 30, 2026 As of June 30, 2025 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 F- 19 8. EQUITY Common Stock 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. 9. INCOME TAXES 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 %. F- 20 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 June 30 2026 2025 US$ US$ 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 June 30 2026 2025 % % Tax at U.S. 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 components of deferred tax assets were as follows: As of June 30, 2026 As of June 30, 2025 US$ US$ Net operating loss carryforwards 725,157 494,013 Allowance for expected credit losses 612,971 — Gross deferred tax assets 1,338,128 494,013 Less: valuation allowance ( 1,336,924 ) ( 494,013 ) Deferred tax assets, net 1,204 — F- 21 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. The U.S. 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. 10. 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. 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 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. 11. RELATED PARTY TRANSACTIONS 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; Stockholder Hung To Pau, Ph.D. Stockholder Jie Wang Stockholder of the Company Well Fancy Development Ltd. 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 June 30, 2026 As of June 30, 2025 US$ US$ Xiaomin Chen 36,000 — Jie Wang 607,014 — Total 643,014 — F- 22 Amounts due to related parties — related corporations, current Related party As of June 30, 2026 As of June 30, 2025 US$ US$ Well Fancy Development Ltd. 435,201 — Total 435,201 — Amounts due to related parties — related corporations, non-current Related party As of June 30, 2026 As of June 30, 2025 US$ US$ Well Fancy Development Ltd. — 69,975 Total — 69,975 Note: 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. 12. SEGMENT INFORMATION 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. 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 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: For the years ended June 30, 2026 For the years ended June 30, 2025 US$ US$ Revenue 127,637 — Stock-based compensation ( 1,734,009 ) — General and administrative expenses ( 4,627,170 ) ( 1,086,470 ) 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. F- 23 13. CONCENTRATIONS AND RISKS 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. 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. Impact of Inflation 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. 14. COMMITMENTS AND CONTINGENCIES Contingencies 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. 15. SUBSEQUENT EVENTS 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. F- 24 (2) Financial Statement Schedules All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements. (3) Index of Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. 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 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. 4.1 Specimen Stock Certificate evidencing the shares of common stock S-1 333-288907 4.1 July 23, 2025 4.2* Description of Capital Stock - - - - 10 Material Contracts 10.1 Employment Agreement with the Chief Financial Officer S-1 333-288907 10.1 July 23, 2025 10.2 2023 Equity Incentive Plan S-1 333-288907 10.2 July 23, 2025 10.3 Advisory Agreement between Advanced Biomed Inc. and Lin Chien Huang S-1 333-288907 10.3 July 23, 2025 10.4 Advisory Agreement between Advanced Biomed Inc. and Zhou Caicun S-1 333-288907 10.4 July 23, 2025 10.5 Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc. S-1 333-288907 10.5 July 23, 2025 10.6 Non-Disclosure Agreement between Advanced Biomed Inc. and Unimold Technology Inc. S-1 333-288907 10.6 July 23, 2025 10.7 Industrial Cooperation Research Agreement between TSRI and Advanced Biomed Inc. S-1 333-288907 10.7 July 23, 2025 10.8 Investment Agreement between Advanced Biomed Inc. and Hanyu Assets Co., Ltd. S-1 333-288907 10.8 July 23, 2025 10.9 Investment Agreement between Advanced Biomed Inc. and Newlink Technology Inc. S-1 333-288907 10.9 July 23, 2025 10.10 Debt-for-Equity Swap Agreement S-1 333-288907 10.10 July 23, 2025 10.11 Renewed Industry-Academia Cooperation Agreement between National Taiwan University and Advanced Biomed Inc. S-1 333-288907 10.12 July 23, 2025 10.12 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 49 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 - - - - 31.1* Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - - 31.2* Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - - 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 - - - - 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 - - - - 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation S-1 333-288907 99.5 July 23, 2025 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Filed herewith ** Furnished herewith ITEM 16. Form 10-K Summary. None. 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. October 13, 2026 Advanced Biomed Inc. By: /s/ Xiaomin Chen 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. 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 Jing Zhang /s/ Cheang I Kei Director October 13, 2026 Cheang I Kei /s/ Mingyue Cai Director October 13, 2026 Mingyue Cai 51