AI Technology Group Inc.
01/29/2026 | Press release | Distributed by Public on 01/29/2026 08:55
Material Agreement (Form 8-K)
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:
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(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. |
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(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. |
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(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 |
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(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. |
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(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.
AI Technology Group Inc. published this content on January 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 29, 2026 at 14:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]