AI Technology Group (AIPG) extends Biomed 360 merger timeline, adds funding tranches

Rhea-AI Filing Summary

AI Technology Group Inc. updated the terms of its planned merger with Biomed 360 Solutions Corp. and related Nevada entity Biotechnology Inc. The amendment revises required investment tranches and extends the merger closing deadline.

The parties confirm a $1,000,000 loan labeled Tranche 1 was provided by August 1, 2025, convertible into parent shares at $1.00 per share at the effective time. They also confirm $1,000,000 of Tranche 2 was funded by November 20, 2025, convertible at $2.50 per share. Three additional Tranche 2 investments of $1,000,000 each are scheduled on or before February 28, 2026, April 30, 2026, and June 30, 2026, each convertible at $2.50 per share.

The amendment adds a Tranche 3 obligation for a minimum of $10,000,000 and up to $25,000,000 in loans on or before the closing date, also exchangeable into parent shares at $2.50 per share. Tranche 2 and Tranche 3 loans will accrue 10% per annum simple interest, to be settled in shares at $2.50 per share at the effective time. The merger closing date is extended from March 31, 2026 to July 26, 2026, unless another date is mutually agreed in writing.

Insights

M&A and capital structure analyst

Merger timeline extended with larger staged, interest-bearing equity-linked funding.

The amendment clarifies how much funding must be provided and when, tying each tranche of loans to share conversion prices. Tranche 1 is $1,000,000 at $1.00 per share, while Tranche 2 and Tranche 3 convert at $2.50 per share.

Additional Tranche 2 loans of $1,000,000 each are scheduled by February 28, 2026, April 30, 2026, and June 30, 2026. Tranche 3 ranges from a minimum of $10,000,000 to a maximum of $25,000,000 before closing, all accruing 10% simple interest and settling in shares at $2.50.

The closing date shift to July 26, 2026 gives more time to complete audits and funding steps described as tied to longer merger timelines. Actual impact will depend on full funding of Tranche 2 and the size chosen within the Tranche 3 range.

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

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. ☐

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 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
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.
Date: January 28, 2026	By:	/s/ Marcus Johnson
		Marcus Johnson
		President

3

FAQ

What merger is AI Technology Group Inc. (AIPG) pursuing with Biomed 360?

AI Technology Group Inc. plans a merger under an Agreement and Plan of Merger with Biotechnology Inc., a Nevada corporation, and Biomed 360 Solutions Corp., a British Columbia corporation. The amendment updates funding obligations and extends the expected closing date, but the basic merger structure remains in place.

What are the key investment tranches in AI Technology Group’s amended merger agreement?

The amendment defines three tranches of funding. Tranche 1 is a $1,000,000 loan at $1.00 per share conversion. Tranche 2 comprises four $1,000,000 increments at $2.50 per share. Tranche 3 ranges from $10,000,000 to $25,000,000 in loans, also convertible at $2.50 per share.

How does Tranche 2 funding work in the AI Technology Group (AIPG) merger amendment?

Tranche 2 totals four $1,000,000 investments. One $1,000,000 increment was funded by November 20, 2025, convertible at $2.50 per share. Three additional $1,000,000 increments are scheduled by February 28, 2026, April 30, 2026, and June 30, 2026, each also convertible into parent shares at $2.50.

What is Tranche 3 in AI Technology Group’s amended merger terms?

Tranche 3 is a larger closing-date loan commitment. It requires a minimum of $10,000,000 and allows up to $25,000,000 in loans on or before the closing date, with amounts exchanged for parent shares at $2.50 per share at the effective time of the merger.

What interest rate applies to AI Technology Group’s Tranche 2 and Tranche 3 loans?

Tranche 2 and Tranche 3 loans carry 10% simple interest. The amendment states these convertible loan amounts accrue 10% per annum simple interest from the date they are received, and that interest is to be settled in parent shares at $2.50 per share at the effective time.

How has the merger closing date changed for AI Technology Group (AIPG) and Biomed 360?

The planned merger closing date has been extended. The amendment moves the closing date from March 31, 2026 to July 26, 2026, or to another earlier or later date if Biotechnology Inc., the parent, and AI Technology Group mutually agree to it in writing.