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 1626, 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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

As previously disclosed, on ~~July~~the ~~18,~~Current ~~2025,~~Report on Form 8-K of Advanced Biomed Inc. (the “Company”), ~~received~~on aDecember ~~written~~23, ~~notice~~2025, ~~from~~ the ~~Listing~~Company ~~Qualifications~~entered ~~Staff~~into ofan ~~The~~agreement ~~Nasdaq Stock Market LLC~~ (the “~~Staff~~Spin-Off Agreement”) ~~notifying~~with ~~the~~an ~~Company~~unrelated ~~that~~third ~~the~~party, ~~bid~~Wei ~~price~~Ha ~~for~~Hui (the ~~Company’s~~“Buyer”), ~~common~~pursuant ~~stock~~to ~~had~~which ~~closed below~~ the ~~minimum~~Company ~~$1.00 per~~agreed ~~share~~to ~~requirement~~sell ~~for~~100% of ~~continued listing on~~ the ~~Nasdaq~~issued ~~Capital~~and ~~Market~~outstanding ~~under~~shares ~~Nasdaq~~of ~~Listing~~Advanced ~~Rule~~Biomed ~~5550~~(aHK)~~(2)~~ ~~(the~~Limited, ~~“Minimum~~a ~~Bid Price~~Hong ~~Requirement”).~~Kong Incompany ~~accordance~~and ~~with~~a ~~Nasdaq~~then ~~Listing~~wholly ~~Rule~~owned ~~5810(c)(3)(A),~~subsidiary of the Company, for ~~was~~an ~~provided~~aggregate apurchase ~~compliance~~price ~~period~~ of ~~180 calendar days~~US$23, ~~or until January 14~~000, ~~2026~~subject (to the ~~“Compliance~~terms ~~Period”),~~and toconditions ~~regain~~set ~~compliance~~forth ~~with~~in the ~~Minimum Bid Price Requirement~~Agreement.

~~The~~On ~~Company did not regain compliance with the Minimum Bid Price Requirement by~~ January 1426, 2026~~. Accordingly~~, ~~by letter dated January 16, 2026,~~ the ~~Staff notified the~~ Company ~~that~~entered ~~its securities~~into ~~would~~a beSupplemental ~~scheduled~~Agreement ~~for delisting from The Nasdaq Capital Market and suspended at~~ (the ~~opening~~“Supplemental ofAgreement”) ~~business~~with onAdvanced ~~January~~Biomed ~~27,~~(HK) ~~2026,~~Limited ~~unless~~and the ~~Company~~ ~~requested~~Buyer anin ~~appeal~~connection ~~of this determination by January 23, 2026 before a Hearings Panel (~~with the ~~“Panel”)~~Spin-Off Agreement.

OnPursuant ~~January~~to ~~21, 2026,~~ the ~~Company~~Supplemental ~~appealed~~Agreement, ~~the Staff’s~~Advanced ~~delisting~~Biomed ~~determination~~(HK) byLimited ~~submitting~~acknowledged aand ~~hearing~~agreed ~~request to the Panel~~that, ~~which~~as ~~stayed~~of the ~~suspension~~date of the ~~Company’s~~Spin-Off ~~securities~~Agreement and ~~the~~ ~~filing~~as of the ~~Form~~date ~~25-NSE~~of ~~pending~~ the ~~Panel’s~~Supplemental ~~decision.~~Agreement, Advanced ~~The~~Biomed ~~Company~~(HK) ~~expects~~Limited towas ~~present~~and tois ~~the~~indebted ~~Panel a plan intended~~ to ~~enable~~ the Company toin ~~regain~~an ~~compliance~~aggregate ~~with~~amount of $6,925,549 (the ~~Minimum~~“Debt”). ~~Bid~~Such amount ~~Price~~reflects ~~Requirement,~~the ~~including~~accounts areceivable ~~reverse~~of ~~stock~~the ~~split~~Advanced ~~approved~~Biomed by(HK) ~~the~~Limited ~~Company’s stockholders~~as onof ~~January~~the ~~12,~~date ~~2026,~~of ~~which~~the isSpin-Off ~~expected~~Agreement toand ~~become~~as ~~effective~~of onthe ordate of ~~after~~the ~~February~~Supplemental ~~13, 2026~~Agreement. ~~However,~~Advanced ~~there~~Biomed ~~can~~(HK) beLimited noirrevocably ~~assurance that~~agrees ~~the~~to ~~Panel~~repay ~~will~~the ~~grant~~Debt ~~the~~in ~~Company’s~~full ~~request~~on ~~for~~or ~~continued~~before ~~listing~~first or(1st) ~~that~~anniversary of the ~~Company~~date ~~will~~of bethe ~~able~~Supplemental toAgreement. ~~evidence~~The ~~compliance~~Supplemental ~~within any~~Agreement ~~period~~supplements ofand ~~time~~amends ~~that~~the ~~may~~Spin-Off beAgreement ~~granted~~solely byto reflect the ~~Panel~~foregoing repayment obligation.

~~Forward-Looking~~The ~~Statements~~Supplemental Agreement and the consummation of the transaction contemplated thereby have been unanimously approved by the Company’s board of directors.

~~This~~The ~~Current~~foregoing ~~Report~~description onof ~~Form 8-K contains forward-looking statements, including those related to~~ the ~~Company’s~~Agreement ~~intent~~does ~~to regain compliance with the Nasdaq Stock Market LLC’s continued~~not ~~listing~~purport ~~requirements. Forward-looking statements are subject~~ to ~~risks~~be complete and ~~uncertainties~~is ~~that~~qualified ~~may~~in ~~cause~~its ~~actual~~entirety ~~results~~by toreference ~~differ materially from those stated or implied. These risks are detailed from time~~ to ~~time in~~ the ~~Company’s~~full ~~filings~~text ~~with~~of the ~~U.S.~~Supplemental ~~Securities~~Agreement, ~~and~~which ~~Exchange Commission.~~is ~~The~~filed ~~Company~~as Exhibit ~~disclaims~~10.1 ~~any obligation~~ to ~~update~~this ~~these~~Current ~~forward-looking~~Report ~~statements,~~on ~~except~~Form ~~as required by law~~8-K.

1 Item 9.01 Financial Statement and Exhibits.

SIGNATURES

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)

~~Pursuant~~* toPortions ~~the requirements~~ of ~~the~~this ~~Securities~~exhibit ~~Exchange~~(indicated ~~Act~~by asterisks) have been omitted in accordance with Item 601(b)(10)(iv) of ~~1934,~~Regulation asS-K. ~~amended,~~If requested by the ~~Company~~Commission ~~has~~or ~~duly~~its ~~caused~~staff, ~~this~~the ~~report~~registrant towill bepromptly ~~signed~~provide on ~~its~~a ~~behalf~~supplemental bybasis an unredacted copy of the ~~undersigned hereunto~~exhibit ~~duly~~and ~~authorized~~its materiality and privacy or confidentiality analyses.

	Advanced Biomed Inc.
Date: January 21, 2026	By:	/s/ Yi Lu
		Yi Lu
		Chief Executive Officer

Forward-Looking Statements

2This 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.

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

Filing Compare · Advanced Biomed Inc.