STOCK TITAN
  1. Home
  2. Sec-filings
  3. AIPG
  4. [8-K] AI Technology Group Inc. Reports Material Event

AI Technology Group (AIPG) updates AVM merger with $50M funding target

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AI Technology Group Inc. amended its merger agreement with AVM Biotechnology and Biomed 360, updating investment tranches and extending the deal timeline. The parties confirmed $1,000,000 of Tranche 1 loans at $1.00 per share and $1,125,000 of Tranche 2 loans at $2.50 per share, both convertible into parent shares at the effective time. Additional Tranche 2 investments of $500,000 are scheduled on several monthly dates through October 15, 2026, plus $375,000 on November 15, 2026, all convertible at $2.50 per share with 10% simple annual interest. The amendment also targets Tranche 3 gross proceeds of at least $50,000,000 at $5.00 per share or higher in connection with a senior U.S. listing, and moves the closing date from July 26, 2026 to December 31, 2026, with possible further extension.

Positive

  • None.

Negative

  • None.

Insights

Merger terms are revised with larger, staged funding and a later closing.

The amendment clarifies how the merger will be financed and timed. It confirms earlier funding of $1,000,000 at $1.00 per share and $1,125,000 at $2.50 per share, and adds multiple Tranche 2 installments at $2.50 with 10% simple interest.

It also introduces a sizable Tranche 3 goal of at least $50,000,000 in gross proceeds at $5.00 per share or higher tied to a senior U.S. stock exchange listing. The closing date shift to December 31, 2026 gives more time for audits, financing and listing steps, but also delays completion, so actual impact will depend on meeting these funding and listing milestones.

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.
Tranche 1 loans $1,000,000 Convertible into parent shares at $1.00 per share at the effective time
Initial Tranche 2 loans $1,125,000 Convertible into parent shares at $2.50 per share at the effective time
Scheduled Tranche 2 installments $500,000 each, plus $375,000 final Monthly dates June 15–October 15, 2026 and November 15, 2026 at $2.50 per share
Tranche 2 interest rate 10% per annum Simple interest on Tranche 2 convertible loan amounts, settled in shares at $2.50
Tranche 3 gross proceeds target $50,000,000 Minimum gross proceeds at $5.00 per share or higher tied to senior US listing
Tranche 3 share price $5.00 per share Intended price for senior US listing, subject to parties’ agreement
Extended closing date December 31, 2026 Closing extended from July 26, 2026, with further changes possible by written agreement
Tranche 3 outside date extension March 31, 2027 Latest date referenced for exchanging Tranche 3 amounts for parent shares
Agreement and Plan of Merger financial
"entered into a Agreement and Plan of Merger with AVM Biotechnology Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Investment Obligations financial
"“Investment Obligations” in the Merger Agreement shall be updated for longer merger timelines"
Tranche 2 financial
"This forms part of Tranche 2 that was provided by AVM Biotechnology Ltd."
OTCQB company financial
"The parties agree to merge as an OTCQB company upon execution of a binding broker-dealer engagement"
senior US stock exchange financial
"to fund and up list the merged entity to a senior US stock exchange"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What merger amendment did AIPG disclose with AVM Biotechnology and Biomed 360?
AI Technology Group amended its merger agreement with AVM Biotechnology and Biomed 360. The revision updates investment tranches, confirms prior funding, adds new loan installments, and extends the targeted closing date to accommodate financing and audit timelines.

How much Tranche 1 and initial Tranche 2 funding has AIPG confirmed?
The parties confirmed Tranche 1 loans of $1,000,000 at $1.00 per share and Tranche 2 loans of $1,125,000 at $2.50 per share. Both are convertible into parent shares at the effective time under the amended merger agreement.

What are the new Tranche 2 loan commitments in AIPG’s merger amendment?
The amendment provides for additional Tranche 2 loans of $500,000 on scheduled dates from June 15 through October 15, 2026, plus $375,000 on November 15, 2026. These amounts convert into parent shares at $2.50 per share and bear 10% simple annual interest.

What is Tranche 3 in AI Technology Group’s amended merger structure?
Tranche 3 targets at least $50,000,000 in gross proceeds at $5.00 per share or a higher agreed price. The proceeds are tied to obtaining a senior U.S. stock exchange listing, with amounts exchanged for parent shares by December 31, 2026, extendable to March 31, 2027.

How did the amendment change the merger closing date for AIPG?
The closing date was extended from July 26, 2026 to December 31, 2026, or another date agreed in writing. This provides additional time for completing financial audits, funding tranches, and listing-related conditions under the merger agreement.

What interest rate applies to Tranche 2 loans in AIPG’s merger deal?
Tranche 2 convertible loan amounts accrue simple interest at 10% per year from the date funds are received. At the effective time, both principal and interest are to be settled in parent shares priced at $2.50 per share.

  

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

 

Date of Report (date of earliest event reported)

June 12, 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. ☐

 

 

 

 

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 Nevada corporation (“AVM”), and Biomed 360 Solutions Corp., a British Columbia corporation (“Biomed 360”).

 

On January 27, 2026, and pursuant to the Agreement and Plan of Merger, the Corporation, AVM and Biomed 360 amended the terms of the Agreement and Plan of Merger.

 

On June 4, 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 $1,125,000 in loans have been provided by the date of this Second Amendment, with such account 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., a Nevada company (“Merger Sub”) on behalf of Parent.

 

(c)

The parties agree that further $500,000 Tranche 2 investment increments will be invested on or before each of June 15, 2026, July 15, 2026, and August 15, 2026, September 15, 2026 and October 15, 2026 and $375,000 on November 15, 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 (such dates subject to 60-day cure periods it late).

 

(d)

The parties agree to merge as an OTCQB company upon execution of a binding broker-dealer engagement to fund and up list the merged entity to a senior US stock exchange, subject to the Outside outline in € below

 

(e)

A minimum of $50,000,000 in gross proceeds on or before the Closing with a senior US listing sponsored by a US broker dealer and syndicated closing finance as intended at $5.00 per share or such other higher rate to be determined by the parties (“Tranche 3”) with amounts exchanged for Parent Shares at the Effective Time no later than December 31, 2026, (extendable to March 31, 2027) or such date agreed by the parties.

 

(f)

Tranche 2 convertible loan amounts shall be subject to 10% per annum simple interest from the date that Tranche 2 convertible loan amounts are received 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 July 26, 2026 to December 31, 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.

 

Item 9.01 – Financial Statements and Exhibits

 

Exhibit 10

 

Second Amendment

104

 

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: June 12, 2026

By:

/s/ Marcus Johnson

 

 

Marcus Johnson

 

 

 

President

 

 

3

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Other Documents