{"url_path":"/sec/avai/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1740797/0001740797-26-000017-index.html","accession_number":"0001740797-26-000017","cik":"0001740797","ticker":"AVAI","issuer_name":"AVAI BIO, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1740797/0001740797-26-000017-index.html","primary_entity_key":"0001740797","primary_entity_name":"AVAI BIO, INC."},"word_count":2072,"has_tables":true,"body_markdown":"** **\n\n**Item 1. Business.**\n\n \n\nOverview\n\n \n\nAvai Bio, Inc. (f/k/a Avant\nTechnologies Inc. and Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing\ninnovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting\nservices. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company’s\nkey acquisitions include Avant! AI and a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc. These\nacquisitions provide the Company with resources in full-stack software development, database management, data integration, project management,\nand cloud services.\n\n \n\nAvant’s mission is\nto provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries\nof AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained\nsystem that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised\nlearning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw\nor unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience.\nUnsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied\nto a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can\nleverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion\nby learning data. Avant’s Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching\nconclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving\nclassification and regression tasks. This feature is a true reasoning mechanism.\n\n \n\nOn February 3, 2026, the Company filed a Certificate\nof Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from Avant\nTechnologies, Inc. to Avaí Bio, Inc. The Company’s trading symbol will remain “AVAI”, and its CUSIP number will\nremain 89487B100.\n\n \n\nThe Company’s name change was announced on FINRA’s\nDaily List on February 10, 2026, and became effective at the open of business on February 11, 2026. Following the effective date, the\nCompany will operate under the name Avai Bio, Inc.\n\n \n\n5\n\n \n\n \n\nOn May 23, 2023, the Company\nfiled an application with the Financial Industry Regulation Authority in order to change the name and trading symbol of the Company. On\nJuly 18, 2023, FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets.\nThe Name Change and Symbol Change do not affect the rights of the Company’s security holders.\n\n \n\nThe Company’s securities\nwill continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the\nCompany, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are\ntendered for exchange or transfer to the Company’s transfer agent. \n\n \n\nOn March 6, 2023, the Company\nfiled a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase\nthe number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”)\nof which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be preferred stock, $0.001 par value per\nshare.\n\n \n\nOn June 28, 2019, the Company\nacquired Thy News LLC, an owner of a news application with feed from various sources that users can choose and customize. It is available\nfor free download in Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend\nthe functionality of the original app. At the moment of the first release, the app’s news database consisted of 24,000 processed\nnews sources, and as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources.\nFrom January 1, 2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of December 31, 2025, the users\nof the app have an opportunity to choose interesting and relevant news feeds from 149,000 processed sources.\n\n \n\n*Acquiring Avant! AI Assets*\n\n \n\nOn April 3, 2023, the Company,\nentered into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed\nand owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working\nbased on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of\nunsupervised learning capabilities (the “System”). At closing, in consideration of acquiring the System, the Company issued\nto the Seller 26,000,000 common shares of the Company (the “Shares”). The Shares will be restricted per Rule 144 as promulgated\nunder the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed to a lock-up period of nine (9) months following\nclosing (the “Lock Up Term”).\n\n \n\n*Acquiring Instant Fame\nAssets*\n\n \n\nOn April 3, 2023, the Company,\nentered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to\nwhich the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications which have applications\nin a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well\nas core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame\nAssets”).  At closing, in consideration of the Instant Fame Assets, the Company issued TD 5,000 shares of Series A Preferred\nStock of the Company with a stated valued at $5,000 per share each (the “Preferred Shares Series A”). The Preferred Shares\nSeries A may be converted at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to\nthe weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation.\nThe Preferred Shares Series A will have no voting rights and will be entitled to a payment equal to the stated value of the Preferred\nShares Series A in the event of the Company liquidation only.\n\n \n\nIn addition, the Company\nand Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain\ncapital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”).\nThe Elentina Common Stock to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and\nOctober 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued\nwill be determined by dividing the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less\nthan $0.10 per share.\n\n \n\nIn connection with the offering,\nthe Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series\nA.\n\n* *\n\n6\n\n \n\n \n\n*Acquiring Wired4Health\nAssets (Divested)*\n\n \n\nOn April 5, 2024, the Company,\nentered into an Asset Purchase Agreement (“W4H APA”) with Wired4Health, Inc. (“Seller” or “W4H”),\npertaining to certain technology assets, providing full-stack software development, database management, data integration, project management\nand cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware,\nan agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware\nand Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“),\nand any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains,\nlogos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts,\nif any, and any other associated rights, etc. (the “W4H Assets”). At closing, in consideration of acquiring the Assets, the\nCompany issued Seller an amortizing secured promissory note in the principal amount of $1,200,000 (“Secured Note”) of the\nCompany’s Series B Convertible Preferred Stock with a stated value of $1,000,000 (the “Preferred Stock”) The Secured\nNote is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of $52,427 on the\nfirst day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first\nday of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity. The\nSecured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).\n\n \n\nThe Preferred Stock Series\nB has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted\nbasis, or the volume-weighted average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most\nrecent 30 days prior to deal closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation\nand a leak out agreement allowing daily sales to not exceed 25% of the total daily volume.\n\n \n\nThe\nSecured Note is secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller\nto file a UCC1 Financing Statement in the State of Nevada. As of the date hereof, the Company\nis obligated on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising\nother than in the ordinary course of business which constitute a direct financial obligation of the Company. Effective May 7, 2024, in\nconnection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares\nof its preferred stock.\n\n \n\nOn September 9, 2024, the\nCompany entered into a Cancellation Agreement with Wired4Health, Inc. (\"W4H\"), a Florida corporation, mutually agreeing to terminate\nthe Asset Purchase Agreement (\"APA\") dated April 5, 2024, between the two parties. The APA, originally executed on April 5,\n2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data\nSystems/Craneware, Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration\nfor the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock.\nAs of September 9, 2024, both parties agreed to cancel and nullify the original APA under the following terms:\n\n \n\n1. Termination of the Original\nAgreement: The APA dated April 5, 2024, is terminated in its entirety. Any obligations under the Secured Promissory Note and related Security\nAgreement are rendered null and void;\n\n2. Retention of Payments: Any\npayments already made by Avant in the ordinary course of business toward the promissory note are retained by Wired4Health, with the remaining\nbalance of the promissory note deemed void and unenforceable;\n\n3. Release of Claims: Both Avant\nand Wired4Health have mutually released and discharged each other from any claims, liabilities, or demands related to the APA. Neither\nparty shall have any further obligations or claims against the other;\n\n4. Voidance of Instruments: The\nSecured Promissory Note and any other instruments associated with the APA are void and have no further legal effect;\n\n5. No Further Obligations: The\nparties have agreed that there are no further penalties, remedies, or obligations due to either party following the cancellation of the\nAP\n\n* *\n\n**Employees Identification**\n\n \n\nThe Company’s Board\nMembers include: Natalija Tunevic, Secretary; Ivan Lunegov, President & Director; Vitalis Racius, Chief Financial Officer, Director\n&Treasurer. Officer which is not director and member of the Board: Chris Winter, Chief Executive Officer.\n\n \n\n7\n\n \n\n \n\n**Government Regulation**\n\n \n\nWe will be required to comply with all regulations,\nrules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business\nin any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact\non the way we conduct our business."}