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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
April 13, 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 of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer 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.
On April 13, 2026, Advanced Biomed Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with Jie Wang (the “Lender”), pursuant to which the Lender lent to the Company a principal amount of Six Hundred Thousand United States Dollars (US$600,000) (the “Loan”).
The Loan bears interest at an annual rate of ten percent (10%) per annum, accruing from the date the Loan proceeds are disbursed to the Company (the “Disbursement Date”). The term of the Loan is six (6) months from the Disbursement Date (the “Maturity Date”). Upon the mutual written agreement of the parties, the term may be extended for six (6) additional months.
On or before the Maturity Date, the Company is required to repay the full principal amount of US$ 600,000, together with all accrued and unpaid interest. The Company may prepay the Loan, in whole or in part, at any time without penalty or premium, with any partial prepayment applied first to accrued interest and then to outstanding principal.
The Loan is unsecured. The Loan Agreement is governed by the laws of the State of New York, and any disputes arising thereunder shall be resolved in the courts of the State of New York.
The Company plans to use the proceeds from the Loan for operation.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Loan Agreement, dated April 13, 2026, between Advanced Biomed Inc. and Jie Wang. | |
| 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: April 14, 2026 | By: | /s/ Yi Lu |
| Yi Lu | ||
| Chief Executive Officer | ||
Exhibit 10.1
LOAN AGREEMENT
This LOAN AGREEMENT (the “Agreement”) is made and entered into as of April 13, 2026 (the “Effective Date”), by and between:
| 1. | Lender: Jie Wang, with an address at [—] |
| 2. | Borrower: Advanced Biomed Inc., a Nevada company (“Borrower”), with an address at No. 689-85 Xiaodong Road, Yongkang District, Tainan City, Taiwan |
The parties hereby agree as follows:
1. Loan Amount
Lender agrees to lend to Borrower the principal sum of Six Hundred Thousand United States Dollars (USD 600,000) (the “Loan”).
2. Term
The term of this Loan shall be six (6) months from the date the funds are disbursed to the Borrower (the “Maturity Date”). The date on which Lender delivers the Loan proceeds to Borrower shall be referred to as the “Disbursement Date.” Upon mutual written agreement of the parties, the term of this Loan may be extended for six (6) additional months, on such terms as the parties may agree in writing.
3. Interest
| 1. | Borrower shall pay to Lender interest on the unpaid principal balance of the Loan at the rate of ten percent (10%) per annum. |
| 2. | Interest shall accrue from the Disbursement Date through the Maturity Date. |
4. Repayment
| 1. | Borrower shall repay the principal amount of USD 600,000, plus all accrued interest, in full on or before the Maturity Date. |
| 2. | Payment shall be made in United States Dollars via wire transfer to an account designated by Lender (or in such other manner as the parties may agree in writing). |
5. Prepayment
Borrower may prepay the Loan, in whole or in part, at any time without penalty or premium. Any partial prepayment shall first be applied to accrued but unpaid interest, then to the outstanding principal.
6. Default
| 1. | An “Event of Default” shall occur if Borrower fails to pay the principal and accrued interest in full by the Maturity Date. |
| 2. | Upon an Event of Default, Lender may declare all amounts due and payable immediately. |
| 3. | Borrower shall be responsible for all reasonable costs incurred by Lender in enforcing its rights under this Agreement, including attorneys’ fees. |
7. No Security
This Loan is unsecured.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising from this Agreement shall be brought and resolved in the courts located in the State of New York, and the parties consent to personal jurisdiction in such courts.
9. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations or understandings. This Agreement may be amended or modified only by a written instrument signed by both parties.
10. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by email/PDF shall be effective as originals.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.
| LENDER: | ||
| Jie Wang | ||
| By: | /s/ Jie Wang | |
| Name: | Jie Wang | |
| Title: | ||
| Date: | 4/13/2026 | |
| BORROWER: | ||
| Advanced Biomed Inc, | ||
| By: | /s/ Yi Lu | |
| Name: | Yi Lu |
|
| Title: | Chief Executive Officer | |
| Date: | 4/13/2026 | |