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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) |
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 | |
