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0001941029
TW
0001941029
2026-04-28
2026-04-28
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xbrli:shares
iso4217:USD
xbrli:shares
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 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 2.01 Completion of Acquisition or Disposition of Assets.
As reported on the Current
Report on Form 8-K of Advanced Biomed Inc. (the “Company”) filed with the SEC on April 3, 2026, the Company entered into a
Share Purchase Agreement (the “Share Purchase Agreement”) on April 2, 2026, with Acellent Technologies (Hong Kong) Co. Limited
(the “Target”) and Mr. Xiaomin Chen, as the sole shareholder of the Target. Pursuant to the Share Purchase Agreement, the
Company agreed to acquire 100% of the equity interest in the Target in exchange for the issuance of 270,000 shares of the Company’s
common stock, par value $0.001 per share, valued at $4.00 per share, for an aggregate estimated consideration of $1,080,000. The shares
was issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the transaction was completed on April 30, 2026.
Item 3.02 Unregistered Sales of Equity Securities.
The information under Item
2.01 of this Current Report on Form 8-K related to the issuance of 270,000 shares of the Company’s common stock to Mr. Xiaomin Chen
is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company has determined
to undertake a significant strategic pivot, transitioning its primary business focus from life sciences to artificial intelligence development
(the “Strategic Pivot”). In light of the Strategic Pivot, the Company and Mr. Yi Lu, the Company’s Chief Executive Officer,
director and Chairman of the Board, have mutually agreed that a leadership transition is necessary and in the best interests of the Company.
The separation of Mr. Lu from his position as Chief Executive Officer, director and Chairman of the Board is neither a resignation by
Mr. Lu nor a termination by the Company (whether for cause or without cause), but rather represents a mutual agreement between the Company
and Mr. Lu to effectuate a leadership transition in connection with the Strategic Pivot (the “Mutual Separation”). In connection
with the Mutual Separation, the Company entered into a termination agreement (the “Termination Agreement”), pursuant to which
the Company agreed to issue 39,999 shares of the Company’s common stock to Mr. Lu as severance compensation.
Upon the recommendation of
the Nominating and Corporate Governance Committee, the Board of Directors appointed Mr. Xiaomin Chen as Chief Executive Officer, director
and Chairman of the Board of the Company, effective as of April 28, 2026.
Mr. Xiaomin Chen, age 49,
has over 20 years of experience in artificial intelligence, large language models, and financial technology. He has been the Chief Executive
Officer of Acellent Technologies (Hong Kong) Co., Ltd. since 2019, where he leads the development of a financial-domain large language
model (FinLLM) and a trustworthy AI verification system (FinTruth) designed to meet the precision, explainability, and compliance demands
of regulated financial markets. From 2010 to 2019, Mr. Chen served as Chief Technology Officer of Shanghai Jianshi Network Technology
Co., Ltd., where he built and led a large-scale AI-powered image search platform. From October 2006 to August 2010, Mr. Chen was a Software
Engineer on the Core Search & AI team at Google Inc., where he was awarded the Google Annual Outstanding Contribution Award (2009)
for his work in AI-powered web indexing and storage optimization at scale. Mr. Chen received a Doctor of Philosophy in Computer Science
from Rutgers University in 2006, and a Bachelor of Science in Computer Science from Shanghai Jiao Tong University in 1998.
There are no family relationships
between Mr. Chen and any director or executive officer of the Company. Except as otherwise described below, Mr. Chen does not have any
interest in any transactions with the Company requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements
or understandings between Mr. Chen and any other person pursuant to which he was appointed as an officer or director of the Company.
As reported on the Company’s
Current Report on Form 8-K filed with the SEC on April 3, 2026 and under item 2.01 of this Current Report on Form 8-K, pursuant to the
Share Purchase Agreement, the Company acquired 100% of the equity interest in the Target and issued 270,000 shares of the Company’s
common stock to Mr. Xiaomin Chen. Mr. Chen is a party to the Share Purchase Agreement in his capacity as the sole shareholder and seller
of the Target, and accordingly has a direct material interest in the transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
The Company has entered into
an employment agreement (the “Employment Agreement”) with Xiaomin Chen, pursuant to which Mr. Chen shall receive compensation
at the rate of $12,000 per month.
The foregoing description
of the Termination Agreement and the Employment Agreement is qualified by reference to the full text of such documents, which are furnished
as Exhibit 10.1 and Exhibit 10.2 to this report.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Termination Agreement, dated April 28, 2026, by and between Advanced Biomed Inc. and Yi Lu |
| 10.2 |
|
Employment Agreement, dated April 28, 2026, by and between Advanced Biomed Inc. and Xiaomin Chen |
| 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: May 1, 2026 |
By: |
/s/ Xiaomin Chen |
| |
|
Xiaomin Chen |
| |
|
Chief Executive Officer, director and
Chairman of the Board |
