Advanced Biomed Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 3, 2026, Advanced Biomed Inc. (the “Company”) filed with the Secretary of State of the State of Nevada an amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). The Company’s Common Stock began trading on a post-split basis at the open of trading on The Nasdaq Capital Market on February 20, 2026 (the “Effective Time”).
At the Effective Time, every twenty (20) shares of the Company’s issued and outstanding Common Stock were automatically converted into one (1) share of Common Stock, without any change to the par value per share. No change was made to the number of shares of Common Stock authorized under the Certificate of Incorporation. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. With respect to outstanding shares of Common Stock held in “street name” through a bank, broker or other nominee, fractional shares were rounded up at the participant level. No cash was paid in lieu of fractional shares.
Following the Reverse Stock Split, the shares of Common Stock continue to trade on The Nasdaq Capital Market under the symbol “ADVB.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 00752P203.
The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Information.
On February 18, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Advanced Biomed Inc. | |
| 99.1 | Press Release issued by Advanced Biomed Inc., dated February 18, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 26, 2026 | By: | /s/ Yi Lu |
| Yi Lu | ||
| Chief Executive Officer | ||
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