Advanced Biomed (NASDAQ: ADVB) to buy Acellent in $1.08M stock transaction

Rhea-AI Filing Summary

Advanced Biomed Inc. entered into a Share Purchase Agreement to acquire Acellent Technologies (Hong Kong) Co. Limited, which provides AI-powered financial verification and audit solutions. The seller will receive 270,000 shares of Advanced Biomed common stock, valued at $4.00 per share, for an estimated total of $1,080,000.

The acquisition is conditioned on completing financial and legal due diligence of Acellent and obtaining all required regulatory approvals, so the transaction has not yet closed.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Purchase price shares: 270,000 shares Estimated share value: $4.00 per share Aggregate estimated value: $1,080,000 +2 more

5 metrics

Purchase price shares 270,000 shares Consideration for 100% of Acellent equity

Estimated share value $4.00 per share Estimated value of Advanced Biomed common stock used as consideration

Aggregate estimated value $1,080,000 Total estimated value of stock consideration for the acquisition

Agreement date April 2, 2026 Date of Share Purchase Agreement execution

Equity interest acquired 100% Portion of Acellent Technologies equity to be purchased

Key Terms

Material Definitive Agreement, Share Purchase Agreement, regulatory approvals, financial and legal due diligence, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Share Purchase Agreement financial

"entered into a Share Purchase Agreement (the “Agreement”) with Acellent Technologies"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

regulatory approvals regulatory

"receipt of any and all regulatory approvals required in connection with the Acquisition."

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

financial and legal due diligence financial

"completion of financial and legal due diligence reviews of the Target"

Common Stock financial

"270,000 shares of the Company’s common stock, par value $0.001 per share"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Understanding 8-K Material Events →

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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

April 2, 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 April 2, 2026, Advanced Biomed Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with Acellent Technologies (Hong Kong) Co. Limited (the “Target”) and the sole shareholder of the Target (the “Seller”), pursuant to which the Company agreed to purchase from Seller 100% of the equity interest in the Target (the “Acquisition”).

The Target is a company incorporated under the laws of Hong Kong and is engaged in providing AI-powered financial verification and audit solutions.

Pursuant to the Agreement, Seller agreed to sell, convey, assign, transfer and deliver to the Company, and the Company agreed to purchase from Seller, 100% of the equity interest in the Target for a total purchase price of 270,000 shares of the Company’s common stock, par alue $0.001 per share (the “Common Stock”), with an estimated value of $4.00 per share and an aggregate estimated value of $1,080,000. The closing of the transaction is conditioned upon (i) the completion of financial and legal due diligence reviews of the Target and (ii) receipt of any and all regulatory approvals required in connection with the Acquisition.

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

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		Share Purchase Agreement, dated April 2, 2026, by and among Advanced Biomed Inc., Xiaomin Chen and Acellent Technologies (Hong Kong) Co. Limited
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: April 3, 2026	By:	/s/ Yi Lu
		Yi Lu
		Chief Executive Officer

2

FAQ

What acquisition did Advanced Biomed Inc. (ADVB) announce in this 8-K?

Advanced Biomed Inc. agreed to acquire Acellent Technologies (Hong Kong) Co. Limited. Acellent provides AI-powered financial verification and audit solutions, and Advanced Biomed plans to purchase 100% of its equity under a Share Purchase Agreement dated April 2, 2026.

How is Advanced Biomed (ADVB) paying for the Acellent Technologies acquisition?

Advanced Biomed will pay entirely in stock, issuing 270,000 shares of its common stock. These shares are estimated at $4.00 per share, giving the transaction an aggregate estimated value of $1,080,000 under the Share Purchase Agreement.

What conditions must be met before Advanced Biomed’s acquisition of Acellent closes?

Closing depends on completing financial and legal due diligence of Acellent and receiving all required regulatory approvals. Until these conditions are satisfied, the acquisition remains pending and may not be completed as initially contemplated.

What type of solutions does Acellent Technologies provide to Advanced Biomed (ADVB)?

Acellent Technologies is described as a Hong Kong company engaged in providing AI-powered financial verification and audit solutions. These services focus on using artificial intelligence to support financial review and auditing processes for clients.

What key agreement did Advanced Biomed (ADVB) execute related to this transaction?

Advanced Biomed executed a Share Purchase Agreement with Acellent Technologies (Hong Kong) Co. Limited and its sole shareholder. This agreement covers the purchase of 100% of Acellent’s equity in exchange for Advanced Biomed common stock.

Where can investors find the full terms of Advanced Biomed’s Share Purchase Agreement?

The complete Share Purchase Agreement is filed as Exhibit 10.1 to the report. The 8-K states that the brief description is qualified in its entirety by reference to the full agreement, which is incorporated by reference.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 SHARE PURCHASE AGREEMENT, DATED APRIL 2, 2026, BY AND AMONG ADVANCED BIOMED INC. 41.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB