Advanced Biomed (ADVB) to terminate $25M equity purchase deal with Helena investor

Q: What agreement did Advanced Biomed (ADVB) terminate on July 14, 2026?

Advanced Biomed terminated its Purchase Agreement with Helena Global Investment Opportunities I Ltd., which had allowed it to sell up to $25,000,000 of common stock at its discretion, subject to specified conditions and limitations in the contract.

Q: Did Advanced Biomed (ADVB) sell any shares under the Purchase Agreement?

Advanced Biomed states it has not issued or sold any shares of common stock to the investor pursuant to any Advance under the Purchase Agreement, other than issuing the agreed Commitment Fee Shares owed under the contract.

Q: What conditions allowed Advanced Biomed (ADVB) to terminate the Purchase Agreement?

Termination was permitted once there were no outstanding Advance Notices requiring share issuance and the company had paid all amounts owed to the investor, including issuing all Commitment Fee Shares , in accordance with Section 11.02(b) of the agreement.

Q: Who was Advanced Biomed (ADVB)’s counterparty in the terminated Purchase Agreement?

The counterparty was Helena Global Investment Opportunities I Ltd. . Under the agreement, Helena served as the investor to which Advanced Biomed could have issued and sold up to $25,000,000 of its common stock through discretionary Advances.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Advanced Biomed Inc. reports that it is terminating a previously established equity purchase arrangement with Helena Global Investment Opportunities I Ltd. The Purchase Agreement, signed on June 6, 2025, had allowed the company, at its discretion, to issue and sell up to $25,000,000 of common stock with a par value of $0.001 per share.

On July 14, 2026, the company delivered a Termination Notice under a contractual provision permitting termination with five trading days’ prior written notice, provided there were no outstanding Advance Notices and all amounts, including all Commitment Fee Shares, had been paid. These conditions were satisfied, and the company states it has not issued or sold any shares to the investor pursuant to any Advance under the agreement other than the Commitment Fee Shares. The termination becomes effective on July 21, 2026.

Filing Explained

Advanced Biomed has delivered notice terminating a facility that could have issued up to $25,000,000 of common stock, with termination effective on July 21, 2026. Once effective, the facility will no longer provide future share-issuance capacity or its associated potential dilution, and the filing reports no shares issued under an Advance.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Equity facility size: $25,000,000 Termination notice date: July 14, 2026 Termination effective date: July 21, 2026 +2 more

5 metrics

Equity facility size $25,000,000 Maximum aggregate amount of common stock the company could sell under the Purchase Agreement

Termination notice date July 14, 2026 Date Advanced Biomed delivered the Termination Notice to the investor

Termination effective date July 21, 2026 Effective date of the Purchase Agreement termination under Section 11.02(b)

Notice period 5 trading days Prior written notice required for termination under Section 11.02(b) of the Purchase Agreement

Par value per share $0.001 per share Par value of Advanced Biomed’s common stock covered by the Purchase Agreement

Key Terms

Purchase Agreement, Material Definitive Agreement, Advance Notices, Commitment Fee Shares, +1 more

5 terms

Purchase Agreement regulatory

"entered into a purchase agreement (the “Purchase Agreement”) with Helena"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

Material Definitive Agreement regulatory

"Item 1.02 Termination of 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.

Advance Notices financial

"there are no outstanding Advance Notices (as defined in the Purchase Agreement)"

Commitment Fee Shares financial

"including all Commitment Fee Shares (as defined in the Purchase Agreement)"

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/17/2026 - 05:00 PM Accepted by SEC EDGAR 07/17/2026 - 05:00 PM

FAQ

What agreement did Advanced Biomed (ADVB) terminate on July 14, 2026?

Advanced Biomed terminated its Purchase Agreement with Helena Global Investment Opportunities I Ltd., which had allowed it to sell up to $25,000,000 of common stock at its discretion, subject to specified conditions and limitations in the contract.

How large was the stock purchase facility Advanced Biomed (ADVB) is ending?

The Purchase Agreement provided Advanced Biomed the right to sell up to $25,000,000 of common stock. This discretionary facility could be used from time to time through Advances, subject to the agreement’s terms, conditions, and limitations with the investor.

Did Advanced Biomed (ADVB) sell any shares under the Purchase Agreement?

Advanced Biomed states it has not issued or sold any shares of common stock to the investor pursuant to any Advance under the Purchase Agreement, other than issuing the agreed Commitment Fee Shares owed under the contract.

When does the termination of Advanced Biomed (ADVB)’s Purchase Agreement become effective?

The termination of the Purchase Agreement becomes effective on July 21, 2026. The company delivered its Termination Notice on July 14, 2026, satisfying a contractual requirement for five trading days’ prior written notice before effectiveness.

What conditions allowed Advanced Biomed (ADVB) to terminate the Purchase Agreement?

Termination was permitted once there were no outstanding Advance Notices requiring share issuance and the company had paid all amounts owed to the investor, including issuing all Commitment Fee Shares, in accordance with Section 11.02(b) of the agreement.

Who was Advanced Biomed (ADVB)’s counterparty in the terminated Purchase Agreement?

The counterparty was Helena Global Investment Opportunities I Ltd.. Under the agreement, Helena served as the investor to which Advanced Biomed could have issued and sold up to $25,000,000 of its common stock through discretionary Advances.

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

July 14, 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 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on June 6, 2025, Advanced Biomed Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Helena Global Investment Opportunities I Ltd. (the “Investor”), pursuant to which the Company had the right, but not the obligation, to issue and sell to the Investor, from time to time at the Company’s sole discretion, up to $25,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the terms, conditions and limitations set forth in the Purchase Agreement.

On July 14, 2026, the Company delivered to the Investor a written notice of termination of the Purchase Agreement (the “Termination Notice”) pursuant to Section 11.02(b) of the Purchase Agreement, which permits the Company to terminate the Purchase Agreement upon five (5) trading days’ prior written notice to the Investor, provided that (i) there are no outstanding Advance Notices (as defined in the Purchase Agreement) in respect of which shares of Common Stock have yet to be issued and (ii) the Company has paid all amounts owed to the Investor pursuant to the Purchase Agreement, including all Commitment Fee Shares (as defined in the Purchase Agreement).

As of the date of the Termination Notice, there were no outstanding Advance Notices under the Purchase Agreement, and the Company had paid all amounts owed to the Investor pursuant to the Purchase Agreement, including the issuance of all Commitment Fee Shares. As of the date of this Current Report on Form 8-K, the Company has not issued or sold any shares of Common Stock to the Investor pursuant to any Advance under the Purchase Agreement, other than the Commitment Fee Shares. In accordance with Section 11.02(b) of the Purchase Agreement, the termination of the Purchase Agreement will become effective on July 21, 2026.

The foregoing description of the Purchase Agreement does not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 99.1 to the Company’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission on June 6, 2025, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: July 17, 2026	By:	/s/ Xiaomin Chen
		Xiaomin Chen
		Chief Executive Officer, director and Chairman of the Board

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents