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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 26, 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.
As previously disclosed on the Current Report
on Form 8-K of Advanced Biomed Inc. (the “Company”), on December 23, 2025, the Company entered into an agreement (the “Spin-Off
Agreement”) with an unrelated third party, Wei Ha Hui (the “Buyer”), pursuant to which the Company agreed to sell 100%
of the issued and outstanding shares of Advanced Biomed (HK) Limited, a Hong Kong company and a then wholly owned subsidiary of the Company,
for an aggregate purchase price of US$23,000, subject to the terms and conditions set forth in the Agreement.
On January 26, 2026, the Company entered into
a Supplemental Agreement (the “Supplemental Agreement”) with Advanced Biomed (HK) Limited and the Buyer in connection with
the Spin-Off Agreement.
Pursuant to the Supplemental Agreement, Advanced
Biomed (HK) Limited acknowledged and agreed that, as of the date of the Spin-Off Agreement and as of the date of the Supplemental Agreement,
Advanced Biomed (HK) Limited was and is indebted to the Company in an aggregate amount of $6,925,549 (the “Debt”). Such
amount reflects the accounts receivable of the Advanced Biomed (HK) Limited as of the date of the Spin-Off Agreement and as of the date
of the Supplemental Agreement. Advanced Biomed (HK) Limited irrevocably agrees to repay the Debt in full on or before first (1st) anniversary
of the date of the Supplemental Agreement. The Supplemental Agreement supplements and amends the Spin-Off Agreement solely to reflect
the foregoing repayment obligation.
The Supplemental Agreement and the consummation
of the transaction contemplated thereby have been unanimously approved by the Company’s board of directors.
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 Supplemental Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. |
|
Description |
| 10.1* |
|
Supplemental Agreement between Advanced Biomed Inc., Advanced Biomed (HK) Limited, and Wei Ha Hui dated January 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. If requested by the Commission or its staff, the registrant will promptly provide on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses. |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including statements related to the Company’s assessment of operational risks. Forward-looking statements are subject
to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties
are described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. The Company disclaims
any obligation to update or revise any forward-looking statements, except as required by law.
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: January 27, 2026 |
By: |
/s/ Yi Lu |
| |
|
Yi Lu |
| |
|
Chief Executive Officer |
