AI Technology Group Inc. 8-K

What Happened
AI Technology Group Inc. filed an 8-K (Item 1.01) disclosing a Second Amendment to its Agreement and Plan of Merger with AVM Biotechnology Inc. and Biomed 360 Solutions Corp. The amendment (effective June 4, 2026) updates the merger investment schedule, confirmation of prior loans, conversion prices, interest on certain loans, and extends the target closing date. The original merger agreement was filed September 15, 2025 and previously amended January 27, 2026.

Key Details

• Confirmed prior loans: Tranche 1 — $1,000,000 provided by August 1, 2025, convertible into Parent shares at $1.00 per share (1,000,000 shares).
• Tranche 2 confirmed and scheduled: $1,125,000 already provided and convertible at $2.50 per share (450,000 shares). Remaining Tranche 2 installments: $500,000 on each of June 15, 2026; July 15, 2026; August 15, 2026; September 15, 2026; October 15, 2026 and $375,000 on November 15, 2026 — all convertible at $2.50 per share (remaining Tranche 2 total $2,875,000 → 1,150,000 shares if fully funded).
• Interest on Tranche 2: 10% per annum simple interest on Tranche 2 convertible loan amounts, to be settled in shares at $2.50 per share.
• Large financing requirement (Tranche 3): A minimum of $50,000,000 in gross proceeds is required on or before closing, at an intended $5.00 per share (10,000,000 shares at $5.00), with the December 31, 2026 deadline extendable to March 31, 2027 if parties agree.
• Closing date extended: The “Closing Date” is extended from July 26, 2026 to December 31, 2026 (or another date if mutually agreed). Other merger terms remain in effect.

Why It Matters

• These amendments set a clear funding timetable and convertibility terms that will determine how many new Parent shares may be issued at closing — meaning investors should expect significant potential dilution if the loans and the $50M financing are completed and converted at the stated prices.
• The company is targeting an up-list (OTCQB to a senior U.S. exchange) tied to a broker-dealer financing arrangement; successful funding and the $50M raise are conditions to that plan.
• The extended closing date and staged payments give the parties more time to complete audits and financing, but also mean the merger and up-list depend on future financing milestones and cure periods described in the amendment.

Keywords: merger, amendment, convertible loans, dilution, financing, closing date, up-list, OTCQB.