ADVB 10-K & 10-Q changes, risk factors and insider trading
Advanced Biomed Inc. · Nasdaq · Services-Medical Laboratories · CIK 1941029 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
“Other than the transfers in the table above, we have not made any distribution of dividends or assets, cash transfers, capital contributions or loans among the holding company or any of our subsidiaries. Any loans from us or our holding subsidiaries outside of Mainland China to our Shanghai subsidiary, which is treated as a FIE under PRC law, are subject to PRC regulations and foreign exchange loan registrations. Such loans to our FIE subsidiary to finance its activities must be registered with the SAFE or its local counterparts. …”see in full comparison
“As of the date of this Report, the Company has not declared or paid any dividends to its stockholders. Current Taiwan regulations permit our Taiwan subsidiary to pay dividends to its shareholders only out of its accumulated profits. Additionally, Advanced Biomed Taiwan must set aside at least 10% of its accumulated profits each year as a statutory reserve to make up for previous losses, if any. This statutory reserve cannot be distributed as cash dividends. …”see in full comparison
“We manage our capital resources by facilitating fund transfers within our organization to support the operational needs of our subsidiaries. While Taiwan laws and regulations impose certain restrictions on the cross-border transfer of cash, the Company complies with these requirements by moving funds through authorized capital contributions or intercompany loans. Historically, the Company has provided consistent financial support to Advanced Biomed Taiwan for its research and development activities. …”see in full comparison
However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements for the financial years ended June 30, 2025 and 2024 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.see in full comparison
“Cash consist of bank deposit, the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. Deposits are held at highly liquid and well capitalized financial institutions. As of December 31, 2025, cash balance of $2,592,413 was maintained at financial institutions in Taiwan. Taiwan laws and regulations impose certain restrictions on our ability to transfer cash between countries and between our subsidiaries. …”see in full comparison
“In addition to these strategic developments, the Company secured further liquidity to support its transition and general working capital needs. On April 13, 2026, the Company entered into an unsecured short-term loan agreement with an individual, Jie Wang, for a principal amount of $600,000. This loan bears interest at a rate of 10% per annum and matures in six months, with an option to renew upon mutual agreement. The Company intends to utilize these funds to facilitate its new operational focus and meet short-term financial obligations.”see in full comparison
Full comparison: every changed paragraph (59)
Subsequent to the quarter ended March 31, 2026, as part of our ongoing strategic efforts to realign our business operations, the Company entered into a Share Purchase Agreement on April 2, 2026, to acquire 100% of the equity interest in Acellent Technologies (Hong Kong) Co. Limited. This acquisition, which was consummated on April 27, 2026, as disclosed in the Company’s Current Report on Form 8-K filed on May 1, 2026, involved the issuance of 270,000 shares of common stock as total consideration. The integration of Acellent HK facilitates the Company’s strategic pivot toward AI-powered financial audit solutions. In conjunction with the closing, Xiaomin Chen, the former sole shareholder of Acellent HK, was appointed as the Company’s Chief Executive Officer and Chairman of the Board.
In addition to these strategic developments, the Company secured further liquidity to support its transition and general working capital needs. On April 13, 2026, the Company entered into an unsecured short-term loan agreement with an individual, Jie Wang, for a principal amount of $600,000. This loan bears interest at a rate of 10% per annum and matures in six months, with an option to renew upon mutual agreement. The Company intends to utilize these funds to facilitate its new operational focus and meet short-term financial obligations.
For the six-monthnine-month periods
ended December31,March 202531, 2026 and 2024,2025, the Company conducted its business through Advanced Biomed Taiwan as research and development centers for
for technology research and product development.
Comparison of Results of Operations for the
Three-Month Periods Ended DecemberMarch 31, 20252026 and 20242025
Comparison of Results of Operations for the
Six-MonthNine-Month Periodsperiods Endedended DecemberMarch 31, 20252026 and 20242025
Since our inception, we do
not have any products approved for sale, we have not generated any revenue from the sale of products, and we do not expect to generate
revenue from the sale of our product candidates until we complete clinical development, submit regulatory filings and receive approvals
from the applicable regulatory bodies for such product candidates, if ever. Our main activities through DecemberMarch 31, 20252026 have been re-organizational
and capital raising activities and the research and development of three automated devices A+Pre, AC-1000 and A+SCDrop.
Research and Development Expenses
For the three-month period
ended DecemberMarch 31, 20252026 and 2024,2025, we incurred research and development expenses of $186$243 thousand and $212$220 thousand, respectively. The research
research and development expenses slightly decreasedincreased by approximately $26$23 thousand or 12%11% for the three-month period ended DecemberMarch 31,
2025 2026 mainly
due to reductionan increase in clinical development activities.
For the six-monthnine-month periods
ended DecemberMarch 31, 20252026 and 2024,2025, we incurred research and development expenses of $422$665 thousand and $380$600 thousand ,thousand, respectively. The research
research and development expenses increased by approximately $42$65 thousandthousand, or 11%11%, mainly due to an increase in clinical development activities
during the six-monthnine-month periods ended DecemberMarch 31, 2025.2026.
General and Administrative Expenses
Our general and administrative
expenses primarily consist of (i) staff cost; (ii) depreciation and amortization; (iii) office supplies and upkeep expenses; (iv) travelling
and entertainment; (v) legal and professional fees; (vi) property and related expenses; and (vii) miscellaneous expenses. The following
table sets forth the breakdown of our general and administrative expenses for the three-month and six-monthnine-month periods ended DecemberMarch 31, 2026
2025 and 20242025:
For the three-month periods
ended DecemberMarch 31, 20252026 and 2024,2025, our general and administrative expenses amounted to $0.2$277 million,thousand $0.07and million,$348 thousand, respectively. The
decrease increase
in administrative expenses by approximately $0.14$71 millionthousand, or 211%20%, for the three-month period ended DecemberMarch 31, 2025,2026, iswas mainlyprimarily
attributable attributable
to thea $286 thousand decrease in miscellaneous expenses, which was partially offset by a $163 thousand increase in professional
fees and a $56 thousand increase in staff cost and professional fees.costs.
For the six-monthsnine-month periodperiods
ended DecemberMarch 31, 20252026 and 2024,2025, our general and administrative expenses amounted to $0.4$646 millionthousand and $0.1$475 million,thousand, respectively. The
increase in administrative expenses by approximately $0.3$171 millionthousand, or 190%36%, for the six-monthnine-month period ended DecemberMarch 31, 2025,2026, iswas mainlyprimarily
attributabledriven toby thean increase in theprofessional fees of $318 thousand and an increase in staff costs andof professional$149 fees.thousand, partially offset by a decrease
in miscellaneous expenses.
Other Income (Expense), Net
For the three-monthsthree-month periods
ended DecemberMarch 31, 20252026 and 2024,2025, our other income, net amountedfrom tocontinuing $0.04operations millionwas $31 thousand and other expense, net amountedwas $0.3$630 million,thousand,
respectively. respectively.
The increase in other income, net byof approximately $0.4$661 millionthousand forwas the three-month period ended December 31, 2025, is mainlyprimarily attributable
to thean exchange gain resultedof $31 thousand
recorded in 2026, as compared with an exchange loss of $630 thousand in 2025, resulting from the revaluation of the foreign currency balances of approximately $0.04 million for the three-month period
ended December 31, 2025 as compared with exchange loss of $0.3 million recorded for the six-month period ended December 31, 2024.balances.
For the nine-month periods ended March 31, 2026 and 2025, our other income, net from continuing operations was $7,566 thousand and other expense, net was $687 thousand, respectively. The increase in other income, net of approximately $8,253 thousand was primarily driven by a $7,347 thousand gain on disposal of subsidiaries and an exchange gain of $210 thousand in 2026, compared to an exchange loss of $702 thousand in 2025, partially offset by a decrease in interest income of approximately $6 thousand.
Discontinued Operations
During the second quarter of fiscal 2026, the Company completed the disposal of ABHK. Accordingly, the results of operations and the gain on disposal related to ABHK are presented as discontinued operations.
For the three-month periods ended March 31, 2026 and 2025, income (loss) from discontinued operations, net of tax, was nil and a loss of $186 thousand, respectively. For the nine-month period ended March 31, 2026, loss from discontinued operations, net of tax, was approximately $272 thousand. For the nine-month period ended March 31, 2025, loss from discontinued operations, net of tax, was $795 thousand, representing the operating results of ABHK during that period.
For the six-months periods
ended December 31, 2025 and 2024, our other income, net amounted to $0.2 million and other expense, net amounted to $0.07 million, respectively.
The increase in other income, net by approximately $0.3 million for the six-month period ended December 31, 2025, is mainly attributable
to the exchange gain resulted from revaluation of the foreign currency balances of approximately $0.2 million for the six-month period
ended December 31, 2025 as compared with exchange loss of $0.07 million recorded for the six-month period ended December 31, 2024.
For the six-month period ended
December 31, 2025, as a result of the sale of the 100% of the issued and outstanding shares of Advanced Biomed (HK) Limited, a Hong Kong
company and a wholly owned subsidiary of the Company completed during the period, the Company deconsolidated the subsidiary as of December
31, 2025. Therefore, the Company reported no assets or liabilities of the subsidiary as of December 31, 2025 and recognized a net gain
on deconsolidation of approximately $7,346,684, which has been reflected as a component of other (expense) income.
Net Income (Loss) for the Period
For the three-month period ended March 31, 2026, our net loss was $489 thousand, compared to a net loss of $1,384 thousand for the same period in 2025. The decrease in net loss was primarily attributable to the reduction in general and administrative expenses and the favorable impact of foreign currency exchange movements during the quarter.
For the nine-month period ended March 31, 2026, our net income was $5,982 thousand, compared to a net loss of $2,557 thousand for the same period in 2025. The transition from a net loss to net income was primarily driven by the $7,347 thousand gain recognized from the disposal of ABHK in December 2025, which was partially offset by our ongoing operating expenses and the operating losses incurred by the subsidiary prior to its deconsolidation.
As a result of the foregoing,
our net income (loss) from operations was $6.5 million and $(1.2) million for the six-month periods ended December 31, 2025 and 2024,
respectively.
WeAs of March 31, 2026, we do
not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that
is material to investors.
The Company’s ability
to continue as a going concern depends upon its ability to develop, register and obtain regulatory approval for commercial sell of its
products to generate positive operating cash flows. For the financialnine-month yearperiods ended JuneMarch 30,31, 20252026 and the six-month period ended December
31, 2025, the Company reported net
income (loss) income of $(3,258,969)5,982 thousand and $6,471,020,(2,557) thousand, respectively. As of March 31, 2026 and June 30, 20252025, and December 31, 2025,
the Company’s working
capital surplus was $3,143,443$9,101 thousand and $9,477,991,$3,143 thousand, respectively. However, the Company hadcontinued to experience net cash outflows of
$5,825,055 for the fiscal year ended June 30, 2025 and $1,123,900 from operating activities forduring the six-monthnine-month period ended DecemberMarch 31,
2025. 2026. These conditionsconditions, among others, give rise to substantial
doubt as to whether the Company will be able to continue as a going concern.
Management has commenced strategies
to raise debts from related parties and stockholders and equity. The Company certain related parties have waived off the amount due to
them as of June 30, 2024 amounted to $2,820,624$2,821 thousand in order to improve the Company’s working capital. The Company completed its
initial initial
public offering in 2025. In the initial public offering, the Company issued 1,640,000 shares of common stock at a price of US$4.00
per per
share. The Company received gross proceeds in the amount of US$6.56approximately million$6,560 thousand before deducting any underwriting discounts or expenses.
On June 6, 2025, the Company
entered into a purchase agreement (the “ELOC Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”
or “Selling Stockholder”), pursuant to which the Company have the right to issue and sell to the Investor, from time to time
as provided therein, and the Investor is obligated to purchase from us, up to Twenty-Five Million United States Dollars ($25,000,000$25,000 thousand)
of the Company’s Common Stock, subject to terms and conditions set forth in the ELOC Agreement.
On January 28, 2026, the Company
entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”)
relating to the issuance and sale of 4,000,000 shares of common stock (the “Purchased Shares”), par value $0.001 per share,
of the Company (the “Common Stock”), at $0.062 per share for a total purchase price of $248,000 (the “Purchase Price”).
The transaction was closed and the Purchased Shares were issued on January 29, 2026.
On January 30,27, 2026, the Company
issued 1,650,710 shares of Common Stock to Helena Global Investment Opportunities I Ltd (the “Investor”) pursuant to an agreement
signed with the Investor granted the Company an equity line of credit of up to $25,000,000$25,000 thousand in shares of the Company’s common
stock, stock,
par value $0.001 per share (the “Common Stock”), subject to terms and conditions set forth in the agreement (the “Agreement”).as
the consideration for its commitment under the Agreement, with an aggregate value of $500,000$500 thousand at the time of issuance (the “Commitment
Fee Shares”), thereby fulfilling its obligation under the Agreement.
On January 28, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) relating to the issuance and sale of 4,000,000 shares of common stock (the “Purchased Shares”), par value $0.001 per share, of the Company (the “Common Stock”), at $0.062 per share for a total purchase price of $248 thousand (the “Purchase Price”). The transaction was closed and the Purchased Shares were issued on January 29, 2026.
While we acknowledge that
unforeseen circumstances or changes in market conditions could impact our liquidity, we remain committed to monitoring our financial health
and will take necessary actions to secure additional financing if needed. In the event of unforeseen circumstances that disrupt the above-mentioned
financial projection and strategies, the Company believes that our existing cash $2,604,666$2,603 thousand as of DecemberMarch 31, 20252026, will be sufficient
to meet our research and development and operating expenditures for a minimum period of approximately twelve months from the date of this
Report.
However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements for the financial years ended June 30, 2025 and 2024 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.
We had the following contractual
obligations and lease commitments as of DecemberMarch 31, 20252026:
As of DecemberMarch 31, 20252026 and June
June 30, 2025, the Company’s working capital surplus was $9,477,991$9,100,625 and $3,143,443. Management has commenced a strategy to raise debt
debt and equity, including financial supports from the Company’s related party and stockholders as well as third parties, which will
will enable that we have sufficient working capital for our requirements for at least the next two months from the date of this Report, in
in the absence of unforeseen circumstances, taking into account the cash and financial resources presently available to us.
The following table summarizes our cash
flows for the six-monthnine-month periods ended DecemberMarch 31, 20252026 and 20242025:
Our net cash used in operating
activities primarily reflected our net loss, as adjusted for non-operating items, such as non-cash depreciation and amortizationamortization, and effects
of changes in working capital such as decrease in prepaid expenses and other current assets and increase or decrease in accounts payables,
accruals and other current liabilities.capital.
For the nine-month period ended March 31, 2026, our net cash used in operating activities was approximately $1,364 thousand, a significant improvement compared to a net outflow of $4,281 thousand for the same period in 2025. This variance was primarily driven by a $2,898 thousand favorable shifts in prepaid expenses and other current assets, which moved from a $2,047 thousand outflows in 2025 to an $851 thousand inflows in 2026. This improvement was partially offset by the performance of discontinued operations, which shifted from a $1,631 thousand net inflow in 2025 to an $878 thousand net outflow in 2026.
For the six-month period ended
December 31, 2025, our net cash used in operating activities was approximately $1.1 million, which primarily reflected our net income
of approximately $6.5 million, as primarily adjusted by the (i) non-cash gain from disposal of subsidiaries of approximately $7.3 million
negatively offset by (ii) decrease in accounts payable, accrual and other current liabilities of approximately $1 million.
Net cash used in investing activities was approximately $16 thousand for the nine-month period ended March 31, 2026, compared to $12 thousand for the same period in 2025. These amounts remain minimal for both periods, primarily consisting of minor capital expenditures for office equipment and fixtures, reflecting no significant asset acquisitions or divestitures during these periods.
Our cash flows used in investing
activities primarily consisted of (i) the purchase of intangible assets; (ii) the purchase of equipment, furniture and fixtures and leasehold
improvements; and (iii) acquisition of assets of the subsidiaries.
For the six-month period ended
December 31, 2025, our net cash used in investing activities was approximately $15,000, primarily attributable to the purchase of equipment.
Net cash provided by financing activities decreased by $5,669 thousand, from $6,700 thousand for the nine months ended March 31, 2025, to $1,031 thousand for the same period in 2026. This significant decrease was primarily due to a reduction in equity financing, as proceeds from the issuance of common stock dropped from $5,602 thousand in 2025 to $248 thousand in 2026. These declines were partially mitigated by a $307 thousand increase in net cash provided by financing activities from discontinued operations, which rose from $335 thousand in 2025 to $642 thousand in 2026.
Our cash flows from financing activities primarily consists of proceeds
from issuance of shares and loans from the related parties.
For the six-month period ended
December 31, 2025, our Company recorded net cash generated from financing activities of approximately $0.8 million, which was mainly attributable
to loans from the related parties and repayments to related parties totaling of approximately $0.8 million and net cash provided by financing
activities from discontinued operations.
As of March 31, 2026, the Company’s cash balance was $2,602,697, which was maintained at highly liquid and well-capitalized financial institutions in the United States and Taiwan. Our cash consist of bank deposits and demand deposits with original maturities of less than three months and are unrestricted as to withdrawal and use.
We manage our capital resources by facilitating fund transfers within our organization to support the operational needs of our subsidiaries. While Taiwan laws and regulations impose certain restrictions on the cross-border transfer of cash, the Company complies with these requirements by moving funds through authorized capital contributions or intercompany loans. Historically, the Company has provided consistent financial support to Advanced Biomed Taiwan for its research and development activities. As we pivot our strategic focus toward AI-powered financial audit solutions following the acquisition of Acellent HK, we continue to evaluate our capital allocation priorities to ensure sufficient liquidity for both our existing operations in Taiwan and our new strategic initiatives.
Other than the historical capital contributions previously discussed, the Company has not made any distributions of dividends or assets, cash transfers, or loans among the holding company and its subsidiaries as of the date of this Report. In the future, cash proceeds raised from overseas financing activities, including any securities offerings, may be transferred by us to our Taiwan and Hong Kong subsidiaries via capital contributions or shareholder loans to support our strategic expansion into AI-powered financial audit solutions.
As of the date of this Report, the Company has not declared or paid any dividends to its stockholders. Current Taiwan regulations permit our Taiwan subsidiary to pay dividends to its shareholders only out of its accumulated profits. Additionally, Advanced Biomed Taiwan must set aside at least 10% of its accumulated profits each year as a statutory reserve to make up for previous losses, if any. This statutory reserve cannot be distributed as cash dividends. As a holding company, we may in the future rely on dividends and other distributions on equity paid by our subsidiaries for our cash and liquidity requirements. We presently intend to retain all earnings to fund our operations and business expansions and do not anticipate paying any cash dividends or other distributions to our stockholders, including U.S. investors, in the foreseeable future.
Cash consist of bank deposit,
the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted
as to withdrawal and use. Deposits are held at highly liquid and well capitalized financial institutions. As of December 31, 2025, cash
balance of $2,592,413 was maintained at financial institutions in Taiwan. Taiwan laws and regulations impose certain restrictions
on our ability to transfer cash between countries and between our subsidiaries. Cash may be transferred within our organization in the
following manners: (i) Advanced Biomed may transfer funds to our subsidiaries, including our Taiwan subsidiary, by way of capital contributions
or loans, through intermediate holding subsidiaries or otherwise; (ii) we and our intermediate holding subsidiaries may provide loans
to our operating subsidiaries and vice versa; and (iii) our subsidiaries, including our Shanghai subsidiary, may make dividends or other
distributions to us through intermediate holding companies or otherwise. As of the date of this Report, Advanced Biomed made fourteen
capital contributions to Advanced Biomed Taiwan to support their research and development.
Other than the transfers in
the table above, we have not made any distribution of dividends or assets, cash transfers, capital contributions or loans among the holding
company or any of our subsidiaries. Any loans from us or our holding subsidiaries outside of Mainland China to our Shanghai subsidiary,
which is treated as a FIE under PRC law, are subject to PRC regulations and foreign exchange loan registrations. Such loans to our FIE
subsidiary to finance its activities must be registered with the SAFE or its local counterparts. PRC laws, regulations and judicial interpretations
thereof do not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations by way of short term interest
free loans as long as they comply with relevant laws and procedures. In the future, cash proceeds raised from overseas financing activities,
including any securities offerings, may be transferred by us to our Taiwan and Hong Kong subsidiaries and Shanghai subsidiary via capital
contributions or shareholder loans. As of the date of this Report, Advanced Biomed has not made dividend or other distributions to our
stockholders. Advanced Biomed may pay dividends to our stockholders subject to our ability to service our debts as they become due and
provided that our assets will exceed our liabilities after the payment of such dividends. As a holding company, Advanced Biomed may rely
on dividends and other distributions on equity paid by our subsidiaries for our cash and liquidity requirements, including payment of
any debt we may incur outside of China and our expenses. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments
governing such debt may restrict their ability to pay dividends to us. To the extent cash or assets in the business is in the PRC or the
Shanghai subsidiary, the cash or assets may not be available to fund operations or for other use outside of the PRC due to interventions
in or the imposition of restrictions and limitations on our or our subsidiaries’ ability by the PRC government to transfer cash
or assets or distribute earnings within our group or to U.S. investors. PRC laws and regulations applicable to our Shanghai subsidiary
permit payments of dividends only out of their retained earnings, if any, determined in accordance with applicable accounting standards
and regulations. Our Shanghai subsidiary may pay dividends only out of their respective accumulated after-tax profits as determined in
accordance with PRC accounting standards and regulations. In addition, our subsidiaries are required to set aside at least 10% of its
accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such funds reaches
50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits to
discretionary funds. These reserve funds and discretionary funds are not distributable as cash dividends. Furthermore, dividends paid
by our Shanghai subsidiary to its parent companies will be subject to a 10% withholding tax, which can be reduced to 5% if certain requirements
are met. The PRC government also imposes restrictions on the conversion of RMB into foreign currencies and the remittance of currencies
out of the PRC. As such, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign
currency for the payment of dividends from our profits, if any, or transfer cash within our group, across border, or to U.S. investors.
Additionally, current Taiwan regulations only permit our Taiwan subsidiary to pay dividends to its shareholders out of its accumulated
profits, and Advanced Biomed Taiwan must set aside at least 10% of its accumulated profits each year and use it to make up previous losses,
if any. The statutory reserve cannot be distributed as cash dividends. As of the date of this Report, no dividends, transfers, or distributions
have been made within our group or to stockholders. We presently intend to retain all earnings to fund our operations and business expansions
and have no plan to distribute earnings to stockholders. We do not anticipate paying dividends or other distributions to our stockholders,
including U.S. investors, in the foreseeable future. See the relevant discussions in Risk Factors.
Risk of loss is not expected
by management. A hypothetical 10% change in average interest rates during fiscal year 2026 would not have a material impact in annual
interest income.
As of DecemberMarch 31, 2025,2026, and
June 30, 2025, the carrying amount for cash, other current assets, accounts payable, accruals and other current liabilities was equal
to or approximated fair value due to their short-term nature or proximity to current market rates.
Financial instruments that
potentially subject the Company to credit risk consist primarily of cash onand hand,cash theequivalents Company’s demand deposit placed with financial institutions
and other receivables. BankThe andCompany maintains
its cash balances are maintained with high credit quality institutions,financial institutions in the compositionUnited States and maturities of
which are regularly monitored by management.Taiwan. As of DecemberMarch 31, 20252026 and June 30, 2025,
the Company’s bank balances were $2,603 thousand and cash$2,867 thousand, respectively. Deposits held in the United States are insured
by the Federal Deposit Insurance Corporation (FDIC), and deposits held in Taiwan are insured by the Central Deposit Insurance Corporation
(CDIC), up to their respective statutory limits. While the Company maintains balances in excess of $2.6these millioninsured and $2.9
million, respectively were maintainedlimits at financial institutions in Taiwan, of which approximately $2.6 million and $2.9 million, respectively,
was subject to credit risk. Whiletimes, management
believes that these financial institutions are of high credit quality,quality it alsoand continually
monitors their creditfinancial worthiness.condition to minimize risk. The maximum
exposure to credit risk is represented by the carrying amounts of cashthese andfinancial bankassets balancesas presented on the
consolidated statements of
financial position.
In March 2024, the FASB issued
ASU 2024-01, Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Award. For
For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim
periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December
15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements
that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt
them as of the beginning of the annual period that includes that interim period. The Company believesadopted thethis futureguidance effective July 1, 2025.
The adoption of this ASU
is did not expected to have a material impact on its consolidated financial statements.
In March 2024, the FASB issued
issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”.
This update contains
amendments to the Codification that remove references to various FASB Concepts Statements. These issues to remove
references to various
Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting
guidance. The amendments
in this Update are effective for public business entities for fiscal years beginning after December 15,
2024. Early application of the
amendments in this Update is permitted for any fiscal year or interim period for which financial statements
have not yet been issued (or
made available for issuance). The Company isadopted currentlythis evaluatingguidance theeffective July 1, 2025. The adoption did not have a material impact of adoption on
the Company’s
consolidated financial statements or related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires more detailed income tax disclosures, primarily focused on the rate reconciliation table and cash taxes paid. This guidance is effective for the Company’s annual periods beginning after December 15, 2025 (effective July 1, 2026 for the Company). The Company is currently evaluating the impact of this guidance.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of operations and comprehensive loss and unaudited interim condensed consolidated statements of cash flows.
ADVB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-27 | Pau Hung To |
Other | 100,000 | $480000.00 | $48.0B |
| 2026-07-27 | Pau Hung To |
Other | 76,225 | $480000.00 | $36.6B |
Well-known investors holding ADVB (13F)
None of the 59 investors we track reported a position in their latest 13F.