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AI Technology Group Inc.'s SEC filings document its Nevada corporate status, material agreements, and capital-structure changes following the acquisition of AVM Biotechnology Inc. The company's 8-K and 8-K/A reports record share exchange and merger-agreement amendments, acquisition completion, exhibit corrections, convertible debenture terms, restricted common-share issuances, and exemptions from Securities Act registration.
The filing record also includes late annual-report notification on Form 12b-25 and disclosures covering governance approvals, clinical or regulatory matters, operating and financial results, and other material events affecting the company's public-company reporting obligations.
Al Technology Group, Inc. submitted a Form 12b-25 notifying the SEC that its Quarterly Report on Form 10-Q for the period ended March 31, 2026 could not be filed on time because the auditors have not completed their work. The company expects the audit work to be finished within the extended filing period.
Al Technology Group, Inc. submitted a Form 12b-25 notifying the SEC of a late Form 10-K for the period ended December 31, 2025 because the auditors have not completed their work. The company states the auditors' work is expected to be finished within the extended filing period. The notice was signed by Marcus Johnson, President on March 30, 2026.
AI Technology Group Inc. filed a Form 10 to register its common stock under Section 12(g) and discloses a definitive merger agreement dated August 1, 2025 to acquire AVM Biotechnology Inc. through issuance of Parent shares and convertible funding tranches.
The Merger contemplates Investment Obligations including Tranche 1 of $1,000,000 (up to $1.5M), recurring $1,000,000 tranches due Aug 31, Oct 31, Dec 31 2025 and Feb 28, 2026 convertible at $2.50, and a Tranche 3 of $10.0M–$25.0M. AVM holds a clinical‑stage program (AVM0703, Phase 2), a portfolio of 22 issued patents and 55 pending applications, and an outstanding loan principal of $2,604,000 plus accrued interest of approximately $472,246 as of June 30, 2025.
The filing discloses customary closing conditions, governance changes including a non‑economic super‑voting share class, material financing reliance on the Investment Obligations, and a going concern: accumulated deficit of ($4,359,105) and working capital deficit of ($45,548) with 1,603,413 shares outstanding as of December 31, 2024.
AI Technology Group Inc. filed an amendment describing its completed acquisition of AVM Biotechnology Inc. (AVMN). As a result of the amended share exchange agreement dated December 15, 2025, AVMN is now a wholly-owned subsidiary of the corporation.
As of December 15, 2025, AVMN had outstanding convertible debentures totaling $1,587,000, convertible into 634,800 common shares of AI Technology Group. These debentures will be converted into common shares under the share exchange agreement. Shares issued for the acquisition were unregistered, treated as restricted securities under Rule 144, and issued in reliance on the Section 4(a)(2) private offering exemption. The company will later file AVMN’s financial statements and related pro forma financial information by amendment within 71 days.
AI Technology Group Inc. filed an amendment describing revised funding terms and a new closing timeline for its transaction involving AVM Biotechnology. The parties confirmed that $1,000,000 of “Tranche 2” funding was provided on November 20, 2025, convertible into Parent Shares at $2.50 per share at the Effective Time.
Three additional $1,000,000 Tranche 2 increments are scheduled on or before February 28, 2026, April 30, 2026, and June 30, 2026, also convertible at $2.50 per share. A further “Tranche 3” investment between $10,000,000 and $25,000,000 is to be funded on or before the Closing Date and exchanged for Parent Shares at the same price. Tranche 2 and 3 amounts will accrue 10% per annum simple interest, settled in shares at $2.50 per share. The contractual Closing Date is extended from March 31, 2026 to July 26, 2026, unless the parties agree in writing to another date.
AI Technology Group Inc. reported that its board of directors and stockholders holding a majority of the voting power have approved a corporate name change to Biotechnology, Inc. by joint written consent dated January 22, 2026.
Before this name change takes effect, a Company–Related Action will be submitted to FINRA for review. The filing does not describe any changes to the company’s business operations or financial condition in connection with this action.
AI Technology Group Inc. updated the terms of its planned merger with Biomed 360 Solutions Corp. and related Nevada entity Biotechnology Inc. The amendment revises required investment tranches and extends the merger closing deadline.
The parties confirm a $1,000,000 loan labeled Tranche 1 was provided by August 1, 2025, convertible into parent shares at $1.00 per share at the effective time. They also confirm $1,000,000 of Tranche 2 was funded by November 20, 2025, convertible at $2.50 per share. Three additional Tranche 2 investments of $1,000,000 each are scheduled on or before February 28, 2026, April 30, 2026, and June 30, 2026, each convertible at $2.50 per share.
The amendment adds a Tranche 3 obligation for a minimum of $10,000,000 and up to $25,000,000 in loans on or before the closing date, also exchangeable into parent shares at $2.50 per share. Tranche 2 and Tranche 3 loans will accrue 10% per annum simple interest, to be settled in shares at $2.50 per share at the effective time. The merger closing date is extended from March 31, 2026 to July 26, 2026, unless another date is mutually agreed in writing.
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.
AI Technology Group Inc. reported that it has entered into and completed a share exchange to acquire 100% of AVM Biotechnology Inc. on December 15, 2025. The seller, Biomed 360 Solutions Corp., received 100 common shares of AI Technology Group, making AVM a wholly owned subsidiary in a stock-for-stock transaction intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code.
The filing notes that AVM has outstanding convertible debentures totaling $1,125,000, which are convertible into 584,800 common shares of AI Technology Group and will be converted into common shares under the agreement. The 100 shares issued in the acquisition were not registered under the Securities Act and are treated as restricted securities issued in reliance on Section 4(a)(2).
AI Technology Group Inc. director and president Marcus Johnson reported an open-market purchase of common stock. On December 11, 2025, he bought 265 shares of AI Technology Group common stock at $2.5 per share. After this transaction, he beneficially owned 504,265 shares directly and 1,264,234 shares indirectly through Bellingham Prospects, Inc.