UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
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| The |
Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2025, Advanced Biomed Inc. (the “Company”) entered into an agreement (the “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 wholly owned subsidiary of the Company (the “Hong Kong Subsidiary”), for an aggregate purchase price of US$23,000 based on a valuation report commissioned by the Company, subject to the terms and conditions set forth in the Agreement.
All intellectual property owned by the Hong Kong subsidiary, including intellectual property owned by Shanghai Sglcell Biotech Co., Ltd., a wholly owned subsidiary of the Hong Kong subsidiary, was transferred to the Buyer at the closing of this transaction on December 23, 2025.
The 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 Share Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
See Item 1.01.
Item 7.01 Regulation FD Disclosure.
On December 30, 2025, the Company issued a press release announcing the completion of the disposition of the Hong Kong Subsidiary. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 2.1* | Agreement between Advanced Biomed Inc. and Wei Ha Hui dated December 23, 2025 | |
| 99.1 | Press release dated December 30, 2025 | |
| 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.
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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: December 30, 2025 | By: | /s/ Yi Lu |
| Yi Lu | ||
| Chief Executive Officer | ||
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