AI Technology Group (AIPG) details staged convertible funding and extends deal closing

Rhea-AI Filing Summary

AI Technology Group Inc. filed an amendment describing revised funding terms and a new closing timeline for its transaction involving AVM Biotechnology. The parties confirmed that $1,000,000 of “Tranche 2” funding was provided on November 20, 2025, convertible into Parent Shares at $2.50 per share at the Effective Time.

Three additional $1,000,000 Tranche 2 increments are scheduled on or before February 28, 2026, April 30, 2026, and June 30, 2026, also convertible at $2.50 per share. A further “Tranche 3” investment between $10,000,000 and $25,000,000 is to be funded on or before the Closing Date and exchanged for Parent Shares at the same price. Tranche 2 and 3 amounts will accrue 10% per annum simple interest, settled in shares at $2.50 per share. The contractual Closing Date is extended from March 31, 2026 to July 26, 2026, unless the parties agree in writing to another date.

Insights

Capital structure and M&A analyst

Amendment details staged convertible funding with interest and extends closing.

The amendment clarifies staged funding for AVM Biotechnology through Tranche 2 and Tranche 3, using convertible loans into Parent Shares at $2.50 per share at the Effective Time. One $1,000,000 Tranche 2 installment is already funded, with three more dated increments.

Tranche 3 introduces a funding range between $10,000,000 and $25,000,000, also exchangeable into shares at $2.50. Both tranches carry 10% per annum simple interest, settled in shares, which may increase dilution depending on the ultimate amounts and timing.

The Closing Date is moved from March 31, 2026 to July 26, 2026, providing more time for funding and transaction steps. Actual impact on capital structure and ownership will depend on how much of Tranche 3 is utilized and future disclosures in company filings.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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)

January 28, 2026

Commission File Number: 000-1289047

AI TECHNOLOGY GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada		20-1044677
(State of Incorporation)		(IRS Employer Identification No.)

50 W. Liberty Street, Suite 880, Reno, NV 89501

 (Address of principal executive offices, zip code)

(800) 394-7440

(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))
☐	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. ☐

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

Exhibit 10		FIRST AMENDMENT
Exhibit 101		Cover Page Data File (embedded within the Inline XBRL document)

2

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.
Date: March 5, 2026	By:	/s/ Marcus Johnson
		Marcus Johnson
		Chief Executive Officer

3

FAQ

What funding has already been provided under AI Technology Group (AIPG) Tranche 2?

AI Technology Group confirms that $1,000,000 of Tranche 2 funding was provided on November 20, 2025. This amount is convertible into Parent Shares at $2.50 per share at the Effective Time, and was provided by AVM Biotechnology Ltd. on behalf of the Parent.

What are the remaining Tranche 2 investment dates for AI Technology Group (AIPG)?

Three further $1,000,000 Tranche 2 increments are scheduled on or before February 28, 2026, April 30, 2026, and June 30, 2026. Each increment will be convertible into Parent Shares at $2.50 per share at the Effective Time, funded by Merger Sub or the Parent.

How much capital is planned under Tranche 3 for AI Technology Group (AIPG)?

Tranche 3 provides for a minimum of $10,000,000 and a maximum of $25,000,000 to be invested on or before the Closing Date. These amounts will be exchanged for Parent Shares at $2.50 per share at the Effective Time, subject to the agreement’s terms.

What interest rate applies to Tranche 2 and Tranche 3 funding for AI Technology Group (AIPG)?

Both Tranche 2 and Tranche 3 convertible loan amounts accrue 10% per annum simple interest from the date funds are received by AVM Biotechnology Inc. This interest is to be settled in shares at $2.50 per share at the Effective Time rather than in cash.

How has the transaction Closing Date changed for AI Technology Group (AIPG)?

The Closing Date has been extended from March 31, 2026 to July 26, 2026. The parties may also agree in writing to an earlier or later date, giving additional flexibility for completing funding and other closing conditions in the transaction.

Who is responsible for providing Tranche 2 and Tranche 3 funding in the AI Technology Group (AIPG) deal?

Tranche 2 funding is to be provided by AVM Biotechnology Ltd., the Merger Sub, on behalf of the Parent or by the Parent directly. Tranche 3 funding, between $10,000,000 and $25,000,000, is structured as additional convertible amounts into Parent Shares.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-10 FIRST AMENDMENT 12.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB