AI Technology Group (AIPG) plans AVM deal, $14M funding and joint update

Rhea-AI Filing Summary

AI Technology Group, Inc. reported that it and AVM Biotechnology, Inc. issued a joint press release about AI Technology Group’s funding efforts and AVM. The disclosure describes a proposed acquisition of AVM Biotechnology Inc. and anticipated financing transactions, including a private financing of at least $14 million at $2.50 per share or share equivalent, along with potential future tranches. It also outlines forward‑looking plans for AVM’s investigational product candidate AVM0703, including clinical development, regulatory interactions, manufacturing, and commercialization, while emphasizing significant risks and uncertainties that could affect whether the acquisition closes, capital is raised, and development and approvals progress as expected.

Insights

Equity capital markets and biotech strategy analyst

Company outlines a proposed AVM acquisition and at least $14M private financing, but all elements remain contingent and high risk.

AI Technology Group, Inc. describes a proposed acquisition of AVM Biotechnology Inc. together with anticipated financing transactions. The text highlights a planned private financing of at least $14 million at $2.50 per share or share equivalent and references possible future tranches, suggesting reliance on external capital to support the combined business and AVM’s programs. None of these transactions are stated as completed, and closing the acquisition is framed as only proposed.

The disclosure also focuses on AVM’s investigational candidate AVM0703, noting expectations around clinical development, regulatory interactions, manufacturing, intellectual property, and commercialization. It pairs these with extensive risk factors, including that the acquisition may not close, financing may not be raised on acceptable terms, and clinical and regulatory outcomes may differ materially. Overall, the information is forward‑looking and conditional, so its ultimate impact depends on whether the acquisition closes and the financing and development plans proceed as described.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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 12, 2026

 AI Technology Group, Inc

(Exact name of registrant as specified in its charter)

Nevada		000-1289047		20-1044677
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

50 W. Liberty St., Suite 880, Reno, NV		89501
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 800.394.7440

 _______________________________________________

(Former name or former address, if changed since last report) 

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 (see General Instruction A.2. below):

☐	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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Section 8 - Other Events

Item 8.01 Other Events

January 12, 2026, the Registrant and AVM Biotechnology, Inc. (“AVM”) issued a joint press release regarding the Registrant’s funding efforts and certain information regarding AVM.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated January 12, 2026
Exhibit 101		Cover Page Data File (embedded within the Inline XBRL document)

*********

Information in the press release relating to the Registrant and AVM has been furnished separately by each party on its own behalf.  Neither Registrant nor AVM make any representation as to information regarding each other.

This Currant report on Form 8-K  contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, without limitation, statements regarding: the proposed acquisition of AVM Biotechnology Inc. (including the structure, timing and likelihood of closing); anticipated financing transactions (including the private financing of at least $14 million at $2.50 per share or share equivalent and any future tranches); regulatory interactions and approvals; clinical development plans, timing, enrollment, data read‑outs and potential outcomes for AVM0703; manufacturing, supply, intellectual property, commercialization, market opportunity, integration and other future events or performance. Forward‑looking statements are often identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” and similar expressions, and variations or negatives of these words.

These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially, including, among others: risks that the acquisition may not close on the expected terms or timing, or at all; failure to satisfy closing conditions, obtain required approvals, or successfully integrate AVM; the ability to raise capital on acceptable terms (including the referenced private financing) and potential dilution; dependence on third parties for manufacturing, supply, and clinical operations safety, tolerability, and efficacy of investigational product candidates, the initiation, design, timing, enrollment and completion of clinical trials, and the availability, timing and outcomes of regulatory interactions and decisions (including by the U.S. FDA and other authorities); protection, validity and enforcement of intellectual property and freedom‑to‑operate; changes in laws and regulations; competition; reimbursement and market acceptance; macroeconomic, geopolitical and industry conditions; litigation and other risks described in the Company’s filings with the SEC. Expanded/Compassionate Access observations described herein are real‑world, uncontrolled observations and are not a substitute for randomized clinical trials; individual results vary.

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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 14, 2026	By:	/s/ Marcus Johnson
		Marcus Johnsoni, President

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FAQ

What did AI Technology Group, Inc. (AIPG) disclose in this 8-K filing?

AI Technology Group, Inc. reported that it and AVM Biotechnology, Inc. issued a joint press release discussing AI Technology Group’s funding efforts and information about AVM, including a proposed acquisition of AVM Biotechnology Inc. and related forward‑looking plans.

What acquisition involving AVM Biotechnology is mentioned for AI Technology Group, Inc. (AIPG)?

The filing discusses a proposed acquisition of AVM Biotechnology Inc. by AI Technology Group, Inc., noting that the structure, timing, and likelihood of closing are uncertain and subject to various conditions and risks.

What financing plans does AI Technology Group, Inc. (AIPG) describe in connection with AVM?

AI Technology Group, Inc. refers to anticipated financing transactions, including a private financing of at least $14 million at $2.50 per share or share equivalent and potential future tranches, while cautioning that the ability to raise capital on acceptable terms is a key risk.

Which AVM Biotechnology product candidate is highlighted for AI Technology Group, Inc. (AIPG)?

The filing highlights AVM’s investigational product candidate AVM0703, referencing forward‑looking statements about its clinical development plans, timing, enrollment, data read‑outs, and potential outcomes, subject to significant clinical and regulatory uncertainties.

What key risks does AI Technology Group, Inc. (AIPG) identify around the proposed AVM transaction and financing?

AI Technology Group, Inc. notes risks that the AVM acquisition may not close, that closing conditions and approvals might not be satisfied, that capital (including the private financing) may not be raised on acceptable terms, and that clinical, regulatory, intellectual property, competitive, reimbursement, and macroeconomic factors could materially affect actual results.

How does AI Technology Group, Inc. (AIPG) characterize the forward-looking nature of this update?

The company states that the update contains forward‑looking statements identified by terms like “anticipate,” “expect,” and “plan,” covering the proposed AVM acquisition, financing, regulatory processes, AVM0703 development, and commercialization, and emphasizes that actual outcomes may differ materially due to numerous risks and uncertainties.