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)
(Exact name of Company as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification Number) |
(Address of principal executive offices)
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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
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2025, Advanced Biomed Inc. (the “Company”) entered into a purchase agreement (the “Agreement”) with HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”), pursuant to which the Company has the right to issue and sell to the Investor, from time to time as provided therein, and the Investor is obligated to purchase from the Company, up to Twenty-Five Million United States Dollars ($25,000,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to terms and conditions set forth in the Agreement.
A copy of the Agreement is attached hereto as Exhibits 99.1 and is incorporated by reference herein. The foregoing summaries of the terms of the Agreement do not purport to be a complete description of the document described in this Form 8-K and are subject to and qualified in their entirety by, such document.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 99.1* | Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
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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: June 6, 2025 | By: | /s/ Yi Lu |
| Yi Lu | ||
| Chief Executive Officer | ||
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