Advanced Biomed sells 4M shares for $248K

Advanced Biomed Inc. disclosed that it entered into a Securities Purchase Agreement with certain investors on January 28, 2026, to issue and sell 4,000,000 shares of common stock at $0.062 per share, for total proceeds of $248,000.

Rhea-AI Filing Summary

Advanced Biomed Inc. disclosed that it entered into a Securities Purchase Agreement with certain investors on January 28, 2026, to issue and sell 4,000,000 shares of common stock at $0.062 per share, for total proceeds of $248,000.

The transaction closed and the shares were issued on January 29, 2026. The shares were sold in a private placement relying on exemptions from U.S. registration under Section 4(a)(2) of the Securities Act and Regulation S.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Advanced Biomed (ADVB) announce in this 8-K filing?

Advanced Biomed announced a private sale of 4,000,000 common shares for total proceeds of $248,000. The shares were issued under a Securities Purchase Agreement with certain investors and were completed as an unregistered offering relying on Section 4(a)(2) and Regulation S exemptions.

How many shares did Advanced Biomed (ADVB) issue and at what price?

Advanced Biomed issued 4,000,000 shares of common stock at a price of $0.062 per share. This share sale was conducted through a Securities Purchase Agreement with investors and resulted in total gross proceeds of $248,000 for the company.

When did Advanced Biomed (ADVB) close its latest share sale?

Advanced Biomed closed the share sale on January 29, 2026, one day after signing the Securities Purchase Agreement. On that date, the company issued 4,000,000 common shares to the investors in exchange for aggregate consideration of $248,000 under the agreed terms.

Was the Advanced Biomed (ADVB) share offering registered with the SEC?

No, the 4,000,000 Advanced Biomed shares were issued in an unregistered private placement. The company relied on exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation S, targeting transactions not involving a public offering.

What legal document governed Advanced Biomed’s (ADVB) new share issuance?

The issuance of 4,000,000 shares was governed by a Securities Purchase Agreement between Advanced Biomed and certain investors. A form of this agreement is filed as Exhibit 10.1, providing the detailed contractual terms for the private placement of the company’s common stock.

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Accepted by SEC EDGAR 02/02/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

January 28, 2026

Date of Report (Date of earliest event reported)

Advanced Biomed Inc.

(Exact name of Company as specified in its charter)

Nevada		001-42548		87-2177170
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification Number)

No. 689-85 Xiaodong Road, Yongkang District

Tainan City, Taiwan

(Address of principal executive offices)

886-6-3121716

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ADVB		The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2026, Advanced Biomed Inc., a Nevada Corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) relating to the issuance and sale of 4,000,000 shares of common stock (the “Purchased Shares”), par value $0.001 per share, of the Company (the “Common Stock”), at $0.062 per share for a total purchase price of $248,000 (the “Purchase Price”).

The transaction was closed and the Purchased Shares were issued on January 29, 2026.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreements, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Item 3.02 Unregistered Sales of Equity Securities.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent applicable. The Purchased Shares were issued in a private placement exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Advanced Biomed Inc.
Date: February 2, 2026	By:	/s/ Yi Lu
		Yi Lu
		Chief Executive Officer

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