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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): May
7, 2026
AVAI BIO, INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation
or organization)
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333-225433
(Commission File Number)
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38-4053064
(I.R.S. Employer Identification Number)
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c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas,
NV 89108
(Address and telephone number of principal executive
offices)
(Issuer’s telephone number)
(866) 533-0065
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 Instructions
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 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: Not applicable.
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Trading Symbol |
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Name of each exchange on which registered |
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Item 1.02 Termination of a Material Definitive
Agreement
On May 7, 2026, Avai Bio, Inc., formerly known as
Avant Technologies Inc. (the “Company” or “AVAI”), and Ainnova Tech Inc. (“Ainnova” or “AINN”)
entered into a Mutual Termination Agreement (the “Termination Agreement”) to terminate, by mutual consent, the Joint Venture
and License Agreement dated November 8, 2024 (effective as of November 11, 2024) (the “License Agreement”).
Under the License Agreement, AVAI and Ainnova agreed
to form a new Nevada corporation, Ai-Nova Acquisition Corp. (“AAC”) to develop and commercialize certain proprietary artificial
intelligence–based healthcare technologies. Pursuant to the Termination Agreement, both parties agreed to cancel and release each
other from any and all obligations, rights, and liabilities arising under or related to the License Agreement. No termination penalties
or further financial obligations will be incurred by either party.
As part of the termination, the parties have agreed
that Ai-Nova Acquisition Corp. (“AAC”) will be formally dissolved and all corporate filings with the State of Nevada related
to AAC will be closed. Both AVAI and Ainnova will cooperate to complete the dissolution process in an orderly manner.
The mutual termination reflects the parties’
decision to pursue their respective business strategies independently. Both AVAI and Ainnova have agreed to cooperate in good faith to
ensure an orderly wind-down of any pending activities related to the contemplated joint venture.
The foregoing description of the Termination Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of
which will be filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Mutual Termination Agreement dated May 7, 2026, by and between Avai Bio, Inc. and Ainnova Tech Inc. |
SIGNATURES
In accordance with the requirements of the Securities
Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Dated: May 8, 2026 |
AVAI BIO, INC. |
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By: |
/s/ |
Vitalis Racius |
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Name: |
Vitalis Racius |
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Title: |
Chief Financial Officer, Director & Treasurer |
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