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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.

 

1


 

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

 

2

 

EX-10.1 2 ea027425501ex10-1_advanced.htm SUPPLEMENTAL AGREEMENT BETWEEN ADVANCED BIOMED INC., ADVANCED BIOMED (HK) LIMITED, AND WEI HA HUI DATED JANUARY 26, 2026

Exhibit 10.1

 

SUPPLEMENTAL AGREEMENT

 

This Supplemental Agreement (this “Supplemental Agreement”), dated as of January 26, 2026 (the “Effective Date”), is entered into by and among Advanced Biomed Inc., a Nevada corporation (the “Seller”), Advanced Biomed (HK) Limited, a Hong Kong corporation (the “Spin-Off Subsidiary”), and Wei Ha Hui (許偉霞), an individual residing in Hong Kong (the “Buyer”), and supplements that certain Spin-Off Agreement, dated as of December 23, 2025 (the “Spin-Off Agreement”), by and among the same parties. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Spin-Off Agreement.

 

RECITALS

 

WHEREAS, the parties entered into that certain Spin-Off Agreement, pursuant to which Buyer has purchased from the Seller and the Seller has transferred to the Buyer 100% of all outstanding interests of Spin-Off Subsidiary, in the amount of 10,000 ordinary shares in the Spin-Off Subsidiary;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I

 

REPAYMENT OBLIGATION

 

Section 1.01 Acknowledgment of Debt; Repayment. The parties acknowledge and agree that, as of the date of the Spin-Off Agreement and as of the Effective Date, the Spin-Off Subsidiary was and is indebted to the Seller in an aggregate amount of $6,925,549  (the “Debt”). Such amount reflects the accounts receivable of the Spin-Off Subsidiary as of the date of the Spin-Off Agreement and as of the Effective Date. The Spin-Off Subsidiary irrevocably agrees to repay the Debt in full on or before first (1st) anniversary of the Effective Date, by wire transfer of immediately available funds to an account designated in writing by Seller.

 

ARTICLE II

 

EFFECT OF THIS AGREEMENT

 

Section 2.01 Effect of this Agreement. This Supplemental Agreement supplements and amends the Spin-Off Agreement solely as expressly set forth herein. Except as expressly amended hereby, the Spin-Off Agreement remains unchanged and in full force and effect. Nothing herein shall be deemed to constitute a novation or release of any obligations under the Spin-Off Agreement.

 

Section 2.02 Conflict. In the event of any conflict between the terms of this Supplemental Agreement and the Spin-Off Agreement, the terms of this Supplemental Agreement shall control.

 

ARTICLE III

 

REPRESENTATIONS AND WARRANTIES

 

Section 3.01 No Additional Representations. Except as expressly set forth herein, no party makes any representations or warranties in connection with this Supplemental Agreement, and the representations and warranties contained in the Spin-Off Agreement are not amended or expanded hereby.

 

 


 

ARTICLE IV

 

MISCELLANEOUS

 

Section 4.01 Interpretation; Headings. The headings in this Supplemental Agreement are for reference only and shall not affect the interpretation of this Supplemental Agreement.

 

Section 4.02 Severability. If any term or provision of this Supplemental Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Supplemental Agreement.

 

Section 4.03 Entire Agreement. This Supplemental Agreement, together with the Spin-Off Agreement, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, or representations, whether written or oral, with respect thereto.

 

Section 4.04 Counterparts; Electronic Signatures. This Supplemental Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission shall be effective as delivery of a manually executed signature page.

 

Section 4.05 Governing Law; Submission to Jurisdiction. This Supplemental Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Supplemental Agreement, or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and county of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

 

[SIGNATURE PAGE FOLLOWS]

 

2


 

IN WITNESS WHEREOF, the parties have executed and delivered this Supplemental Agreement as of the date first written above.

 

SELLER  
   
Advanced BioMed Inc.  
   
/s/ Yi Lu  
Name:  Yi Lu  
Title: Chairman OF the Board and
Chief Executive Officer
 
     
     
Spin-Off Subsidiary  
   
Advanced Biomed (HK) Limited  
   
/s/ Hung To Pau  
Name:  Hung To Pau  
Title:    
     
     
BUYER  
     
Wei Ha Hui  
   
/s/ Wei Ha Hui  
Name:   Wei Ha Hui