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2026-06-30
2026-06-30
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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
June
30, 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
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
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 registrant 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)) |
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 |
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.
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2026, Advanced Biomed Inc. (the
“Company”) entered into a Share Purchase Agreement (the “Agreement”) with an unrelated third party, pursuant
to which the Company agreed to sell 100% of the issued and outstanding shares of Advanced Biomed Inc. (Taiwan), a company organized
under the laws of Taiwan (the Republic of China) and a wholly-owned subsidiary of the Company (the “Taiwan Subsidiary”),
for an aggregate purchase price of US$490,000, subject to the terms and conditions set forth in the Agreement. The transaction is expected to close within
three (3) months from the date of the Agreement.
The Taiwan Subsidiary conducts the Company’s
biomedical research and development operations, including the A+PerfusC integrated perfusion 3D cell culture platform. Following completion
of the transaction, the Company will continue to operate its remaining businesses, including the AI-focused operations conducted through
Acellent Technologies (Hong Kong) Co. Limited.
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 Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance and
involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Factors that could
cause actual results to differ include, among others, the satisfaction of closing conditions, the Company’s strategic direction
and operations following the Disposition, and the other factors discussed in the Company’s filings with the SEC. The Company undertakes
no obligation to publicly update any forward-looking statement except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated as of June 30, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 30, 2026 |
By: |
/s/ Xiaomin Chen |
| |
|
Xiaomin Chen |
| |
|
Chief Executive Officer |
