AI Technology Group Inc. (AIPG) completes AVM Biotechnology stock deal

Rhea-AI Filing Summary

AI Technology Group Inc. reported that it has entered into and completed a share exchange to acquire 100% of AVM Biotechnology Inc. on December 15, 2025. The seller, Biomed 360 Solutions Corp., received 100 common shares of AI Technology Group, making AVM a wholly owned subsidiary in a stock-for-stock transaction intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code.

The filing notes that AVM has outstanding convertible debentures totaling $1,125,000, which are convertible into 584,800 common shares of AI Technology Group and will be converted into common shares under the agreement. The 100 shares issued in the acquisition were not registered under the Securities Act and are treated as restricted securities issued in reliance on Section 4(a)(2).

Insights

M&A and capital structure analyst

AI Technology Group completed a stock-for-stock acquisition with significant potential share issuance from AVM’s convertible debentures.

The company acquired 100% of AVM Biotechnology Inc. through a share exchange in which Biomed 360 Solutions Corp. received 100 common shares of AI Technology Group. This is a non-cash transaction, with AVM now operating as a wholly owned subsidiary. The structure is intended to qualify as a tax-free reorganization under Section 368, which can be efficient for both parties from a U.S. tax perspective.

A key element is AVM’s outstanding convertible debentures totaling $1,125,000, which are convertible into 584,800 AI Technology Group common shares and are set to be converted under the agreement. This conversion would materially increase the number of shares issued relative to the 100 shares used as direct consideration, shifting most of the equity impact into the debenture conversion rather than the initial share exchange.

The issuance of acquisition shares relied on a private-offering exemption under Section 4(a)(2) and the securities are restricted under Rule 144, which limits immediate resale. Subsequent disclosures may clarify how the integration of AVM’s biotechnology business affects AI Technology Group’s operations and how the debenture conversion influences its overall capital structure.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 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 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

December 17, 2025

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 December 15, 2025, AI Technology Group Inc. (the “Corporation”) entered into a Share Exchange Agreement with AVM Biotechnology Inc., a Nevada corporation (“AVM”), and Biomed 360 Solutions Corp., a British Columbia corporation (“Biomed 360”), the sole shareholder of AVM.

Under the terms of the agreement, the Corporation agreed to acquire 100% of the issued and outstanding shares of AVM in exchange for 100 common shares of the Corporation. As a result, AVM became a wholly-owned subsidiary of the Corporation.

The transaction is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.

Item 2.01 – Completion of Acquisition or Disposition of Assets

On December 15, 2025, the Corporation completed the acquisition of AVM.

	●	Consideration: 100 common shares of the Corporation issued to Biomed 360 in exchange for 100 common shares of AVM.
	●	Result: AVM is now a wholly-owned subsidiary of the Corporation.
	●	Convertible Debentures: AVM has outstanding convertible debentures totaling $1,125,000, convertible into 584,800 common shares of the Corporation. These debentures will be converted into common shares of the Corporation pursuant to the agreement.

Item 3.02 – Unregistered Sales of Equity Securities

The shares issued in connection with the acquisition were not registered under the Securities Act of 1933 and are considered restricted securities under Rule 144. The issuance was made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act.

Item 9.01 – Financial Statements and Exhibits

Exhibit
2.1		Share Exchange Agreement dated December 15, 2025, among AI Technology Group Inc., AVM Biotechnology Inc., and Biomed 360 Solutions Corp.
104		Cover Page Interactive 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.
Date: December 17, 2025	By:	/s/ Marcus Johnson
		Marcus Johnson
		Chief Executive Officer

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FAQ

What acquisition did AI Technology Group Inc. (AIPG) report in this filing?

AI Technology Group Inc. reported that it entered into and completed a Share Exchange Agreement to acquire 100% of the issued and outstanding shares of AVM Biotechnology Inc. on December 15, 2025, making AVM a wholly owned subsidiary.

What consideration did AI Technology Group Inc. (AIPG) pay to acquire AVM Biotechnology Inc.?

The consideration for the acquisition was 100 common shares of AI Technology Group Inc., issued to Biomed 360 Solutions Corp. in exchange for 100 common shares of AVM Biotechnology Inc.

What are the key terms of AVM Biotechnology Inc.’s convertible debentures mentioned by AI Technology Group Inc. (AIPG)?

AVM Biotechnology Inc. has outstanding convertible debentures totaling $1,125,000, which are convertible into 584,800 common shares of AI Technology Group Inc. These debentures will be converted into common shares of the company pursuant to the share exchange agreement.

How were the AI Technology Group Inc. (AIPG) shares issued in the AVM acquisition treated under U.S. securities law?

The shares issued in connection with the acquisition were not registered under the Securities Act of 1933. They are considered restricted securities under Rule 144, and the issuance relied on exemptions from registration provided by Section 4(a)(2) of the Securities Act.

Does AI Technology Group Inc. (AIPG) expect the AVM transaction to qualify for special tax treatment?

The transaction is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.

What exhibits related to the AVM acquisition did AI Technology Group Inc. (AIPG) include?

The company included as an exhibit the Share Exchange Agreement dated December 15, 2025, among AI Technology Group Inc., AVM Biotechnology Inc., and Biomed 360 Solutions Corp., along with the Cover Page Interactive Data File embedded within the Inline XBRL document.