AIPG 8-K/A
AI Technology Group Inc. (AIPG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
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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(Exact name of registrant as specified in its charter) |
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(State of Incorporation) |
| (IRS Employer Identification No.) |
(Address of principal executive offices, zip code)
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(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 registrant 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)) | |
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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
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. ☐
Explanatory Note: AI Technology Group Inc. is filing this Amendment No. 1 to its Current Report on Form 8-K originally filed with the Securities Exchange Commission on January 29, 2026, solely to correct “AVM Biotechnology Inc., a Nevada corporation” and relace with “AVM Biotechnology Inc., a Washington corporation”
Item 1.01 – Entry into a Material Definitive Agreement
On September 15, 2025, AI Technology Group Inc. (the “Corporation”) filed, as Exhibit 10 to its registration statement filed on Form 10-12G, entered into a Agreement and Plan of Merger with AVM Biotechnology Inc., a Washington corporation (“AVM”), and Biomed 360 Solutions Corp., a British Columbia corporation (“Biomed 360”).
On January ??, 2026, and pursuant to the Agreement and Plan of Merger, the Corporation, AVM and Biomed 360 have amended the terms of the Agreement and Plan of Merger as follows:
“Investment Obligations” in the Merger Agreement shall be updated for longer merger timelines stemming from Financial Audit obligations as follows:
“Investment Obligations” means the minimum loan amounts required under the Investment Agreement on dates and tranches below with such dates below subject to a 30-day grace period on the dates contained below before being deemed a material breach in the following amounts of:
| (a) | The parties confirm and acknowledge $1,000,000 in loans has been provided by August 1, 2025 (“Tranche 1”), with such loans convertible into Parent Shares at the rate of $1.00 per share at the Effective Time. Tranche 1 was provided by BioMed360 on behalf of Parent. |
| (b) | The parties confirm and acknowledge $1,000,000 has been provided by November 20, 2025 (one of four $1,000,000 increments of “Tranche 2” investment), with such amount convertible into Parent Shares at the rate of $2.50 per share at the Effective Time. This forms part of Tranche 2 that was provided by AVM Biotechnology Ltd., the Nevada company (“Merger Sub”) on behalf of Parent. |
| (c) | The parties agree that further $1,000,000 Tranche 2 investment increments will be invested on or before each of February 28, 2026, April 30, 2026, and June 30, 2026, with such amounts convertible into Parent Shares at the rate of $2.50 per share at the Effective Time. This forms the balance of Tranche 2 payments that are to be provided by Merger Sub on behalf of Parent or by the Parent directly; and |
| (d) | A minimum of $10,000,000 and a maximum of $25,000,000 on or before the Closing Date (“Tranche 3”) with amounts exchanged for Parent Shares at the rate of $2.50 per share at the Effective Time. |
| (e) | Tranche 2 and 3 convertible loan amounts shall be subject to 10% per annum simple interest from the date that Tranche 2 and 3 convertible loan amounts are received by AVM Biotechnology Inc. to be settled in shares at $2.50 per share at the Effective Time. |
2.3 (a) Closing
The “Closing Date” shall be extended from March 31, 2026 to July 26, 2026 or such earlier or later date as the Merger Sub, the Parent and the Corporation mutually agree to in writing.
Item 9.01 – Financial Statements and Exhibits
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Exhibit 101 |
| Cover Page Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AI TECHNOLOGY GROUP INC. | ||
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Date: March 5, 2026 | By: | /s/ Marcus Johnson | |
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| Marcus Johnson |
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| Chief Executive Officer | |
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EXHIBIT 10
FIRST AMENDMENT dated January 27, 2026 to the AGREEMENT AND PLAN OF MERGER between AI Technology Group Inc., a Nevada, USA company and Biomed 360 Solutions Corp., a BC Canada company, and AVM Biotechnology Inc., and Washington State USA company, dated for reference July 31, 2025 (“Merger Agreement”).
| 1.1 | Definitions |
“Investment Obligations” in the Merger Agreement shall be updated for longer merger timelines stemming from Financial Audit obligations as follows:
"Investment Obligations" means the minimum loan amounts required under the Investment Agreement on dates and tranches below with such dates below subject to a 30-day grace period on the dates contained below before being deemed a material breach in the following amounts of:
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| (a) | The parties confirm and acknowledge $1,000,000 in loans has been provided by August 1, 2025 ("Tranche 1"), with such loans convertible into Parent Shares at the rate of $1.00 per share at the Effective Time. Tranche 1 was provided by BioMed360 on behalf of Parent. |
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| (b) | The parties confirm and acknowledge $1,000,000 has been provided by November 20, 2025 (one of four $1,000,000 increments of "Tranche 2" investment), with such amount convertible into Parent Shares at the rate of $2.50 per share at the Effective Time. This forms part of Tranche 2 that was provided by AVM Biotechnology Ltd., the Nevada company (“Merger Sub”) on behalf of Parent. |
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| (c) | The parties agree that further $1,000,000 Tranche 2 investment increments will be invested on or before each of February 28, 2026, April 30, 2026, and June 30, 2026, with such amounts convertible into Parent Shares at the rate of $2.50 per share at the Effective Time. This forms the balance of Tranche 2 payments that are to be provided by Merger Sub on behalf of Parent or by the Parent directly; and |
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| (d) | A minimum of $10,000,000 and a maximum of $25,000,000 on or before the Closing Date ("Tranche 3") with amounts exchanged for Parent Shares at the rate of $2.50 per share at the Effective Time. |
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| (e) | Tranche 2 and 3 convertible loan amounts shall be subject to 10% per annum simple interest from the date that Tranche 2 and 3 convertible loan amounts are received by AVM Biotechnology Inc. to be settled in shares at $2.50 per share at the Effective Time. |
| 2.3 | (a) Closing |
The “Closing Date” shall be extended from March 31, 2026 to July 26, 2026 or such earlier or later date as the Merger Sub, the Parent and the Corporation mutually agree to in writing.
All other terms and conditions of the Merger Agreement remain in full force and effect.
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End of this First Amendment (execution page follows)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
Ai TECHNOLOGY GROUP INC.
By:
| /s/ Marcus Johnson |
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Name: Marcus Johnson
Title: Chief Executive Officer
BIOMED360 SOLUTIONS CORP.
By:
| /s/ William Thomas |
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Name: William Thomas
Title: Chief Executive Officer
AVM BIOTECHNOLOGY INC.
| /s/ Theresa Deisher |
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By:
Name: Theresa Deisher
Title: Chief Executive Officer, Director