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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
February 20, 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 3.03 Material Modifications to Rights
of Security Holders.
To the extent
required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On
February 3, 2026, Advanced Biomed Inc. (the “Company”) filed with the Secretary of State of the State of Nevada an amendment
(the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended (the “Certificate
of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). The Company’s Common Stock began trading on a post-split
basis at the open of trading on The Nasdaq Capital Market on February 20, 2026 (the “Effective Time”).
At
the Effective Time, every twenty (20) shares of the Company’s issued and outstanding Common Stock were automatically converted into
one (1) share of Common Stock, without any change to the par value per share. No change was made to the number of shares of Common Stock
authorized under the Certificate of Incorporation. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders
of record who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible
by the Reverse Stock Split ratio were automatically entitled to receive an additional fraction of a share of Common Stock to round up
to the next whole share. With respect to outstanding shares of Common Stock held in “street name” through a bank, broker or
other nominee, fractional shares were rounded up at the participant level. No cash was paid in lieu of fractional shares.
Following
the Reverse Stock Split, the shares of Common Stock continue to trade on The Nasdaq Capital Market under the symbol “ADVB.”
The new CUSIP number for the Common Stock following the Reverse Stock Split is 00752P203.
The foregoing
summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 8.01 Other Information.
On February 18, 2026, the
Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and incorporated herein
by reference.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Advanced Biomed Inc. |
| 99.1 |
|
Press Release issued by Advanced Biomed Inc., dated February 18, 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: February 26, 2026 |
By: |
/s/ Yi Lu |
| |
|
Yi Lu |
| |
|
Chief Executive Officer |
Exhibit 99.1
Advanced Biomed Inc. Announces 1 for 20 Share
Consolidation
Tainan City, Taiwan,
— February 18, 2026 — Advanced Biomed Inc. (Nasdaq: ADVB) (the “Company” or “Advanced Biomed”), a
biotechnology company focused on developing and commercializing innovative biomedical products for precision medicine and advanced diagnostics,
today announced a reverse stock split of the Company’s issued and outstanding common stock at a ratio of 1 for 20 shares (the “Reverse
Split”), which will take effect at the open of The Nasdaq Stock Market (“Nasdaq”) on February 20, 2026.
In accordance with Section
78.320.2 of the Nevada Revised Statutes, on January 12, 2026, the holders of a majority of the outstanding voting power of the Company
approved by written consent a reverse stock split of the Company’s issued and outstanding shares of common stock, at a ratio of
not less than 1 for 2 and not more than 1 for 100 shares, with the final ratio and timing of implementation to be determined by the board
in its sole discretion, and authorized the board to effect such reverse stock split at any time thereafter. On January 30, 2026, the board
approved implementation of the reverse stock split at a ratio of 1 for 20 shares.
The objective of the
reverse split is to enable the Company to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires issuers listed on The
Nasdaq Capital Market to evidence a minimum bid price of $1.00 per share.
Upon the open of trading
on February 20, 2026, the Company’s common stock will begin trading on a reverse split-adjusted basis, under the same symbol
“ADVB” but under a new CUSIP number, 00752P203.
As a result of the reverse
split, each 20 shares of common stock with a par value of US$0.001 will automatically combine and convert into one issued and outstanding
share of common stock with the same par value of US$0.001. The reverse split will affect all stockholders uniformly and will not alter
any stockholder's percentage ownership interest in the Company, except for minimal changes that may result from the treatment of fractional
shares. No action is required by stockholders holding their shares through a brokerage account.
No fractional shares
will be issued to any stockholders in connection with the reverse split, and each stockholder will be entitled to receive one full share
of common stock in the Company in lieu of the fractional share that would have resulted from the reverse split.
At the time the share
consolidation is effective, the Company’s total issued and outstanding common shares will change from 27,290,710 common shares to
approximately 1,364,536 common shares. The Company’s authorized shares will remain unchanged.
About Advanced Biomed Inc.
Advanced Biomed Inc. is a Nevada corporation specializing
in innovative biomedical technologies for cancer detection and precision medicine.
Operating through the subsidiary in Taiwan, the
Company has developed a proprietary microfluidic platform that integrates semiconductor and biotechnology to enable advanced circulating
tumor cell (CTC) detection, enrichment, and analysis. Its portfolio includes devices, biochips, and designed for cancer screening, diagnosis,
treatment selection, and prognosis assessment, with regulatory clearances in progress in Taiwan and plans for future global expansion.
For more information, please visit: www.advanbiomed.com.
Forward-Looking
Statements
This press release contains forward-looking statements.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will,
“intend,” “should,” “believe,” “expect,” “anticipate,” “project,”
“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results
to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties
and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the documents filed
with the United States Securities and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned
not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's
filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Advanced Biomed Inc.
Steven I-Fang Cheng
Email: info@advbiomedicine.com
invest@advbiomedicine.com
