AI Technology Group Inc. 8-K

What Happened

• AI Technology Group Inc. (AIPG) filed an 8-K reporting that, on January 27, 2026, it amended the Agreement and Plan of Merger among the Corporation, AVM Biotechnology Inc. (AVM) and Biomed 360 Solutions Corp. (Biomed 360). The amendment updates the deal’s “Investment Obligations” to accommodate a longer timeline tied to financial audit requirements and pushes the merger “Closing Date” from March 31, 2026 to July 26, 2026 (or another date if all parties agree).
• The amendment documents specific loan tranches, conversion rates and timing for funding to be provided by Biomed 360, AVM (Merger Sub) or the Parent, and confirms amounts already provided.

Key Details

• Tranche 1: $1,000,000 confirmed as provided by August 1, 2025 by Biomed 360; convertible into Parent shares at $1.00 per share at the Effective Time.
• Tranche 2: One $1,000,000 increment provided by November 20, 2025 (of four total $1,000,000 increments); remaining Tranche 2 increments of $1,000,000 each due Feb 28, 2026, Apr 30, 2026 and Jun 30, 2026; Tranche 2 amounts convert at $2.50 per share at the Effective Time.
• Tranche 3: Minimum $10,000,000 and maximum $25,000,000 due on or before the Closing Date; Tranche 3 converts at $2.50 per share at the Effective Time.
• Interest and settlement: Tranche 2 and 3 convertible loan amounts accrue 10% per annum simple interest from receipt by AVM and are to be settled in shares at $2.50 per share at the Effective Time.

Why It Matters

• These amendments affect the timing and financing of the proposed merger and create potential share dilution: a sizable amount (up to $25M) could convert into Parent shares at $2.50/share, and accrued interest on convertible loans will also be settled in shares.
• The extension of the Closing Date delays the transaction timeline, which may affect expected timing for any strategic or financial benefits from the merger. Investors should monitor subsequent filings for confirmations that remaining tranches are funded, any changes to conversion mechanics, and final closing.