{"url_path":"/sec/avai/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate","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":1140,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate\nGovernance.**\n\n \n\n**DIRECTORS AND EXECUTIVE OFFICERS**\n\n \n\nThe name, age and titles of our executive officers\nand directors are as follows:\n\n \n \n \n \n \n\n**Name and Address of Executive**\n\n**Officer and/or Director**\n\n \n**Age**\n \n**Position**\n\n \n \n \n \n \n\nIvan Lunegov\n \n41\n \nPresident & Director\n\nVitalis Racius\n \n44\n \nChief Financial Officer, Director &Treasurer\n\nChris Winter\n \n62\n \nChief Executive Officer\n\nNatalija Tunevic\n \n66\n \nSecretary\n\n \n\n**Ivan Lunegov, President and Director**\n\n \n\nIvan Lunegov has graduated from Baikal State University\nand has a Master degree in Management. Since 2009 to 2012 he completed a PhD program in Economics at the same University. In 2010, Mr.\nLunegov founded Center of Innovation Consulting, LLC, an advisory company for small and medium sized business. Mr. Lunegov was granted\ntwice by DAAD (The German Academic Exchange Service) as the senior research fellow in the field of sustainable economics and investments\nat University of Stuttgart (2013) and SRH University Heidelberg (2015). He also was a part of research team in The Mercedes-Benz Group\nAG (Stuttgart, Germany) and Robert Bosch GmbH (Stuttgart/Heidelberg, Germany). Since 2014 to 2016, he was a CEO of Panoply Group Corp.,\na US corporation with executive offices in Stuttgart, Germany, a consulting service company for tech startups. Since 2016 to 2020, Mr.\nLunegov was a CEO of Agency of Investments and Business Financing “Money for Business”, LLC, an investment fund for pre-seed\nand seed stages tech startups. Since 2020, he has been working as independent startup advisor and venture partner.\n\n \n\n**Vitalis Racius, Treasurer,\nDirector, Principal Financial and Accounting Officer**\n\n \n\nVitalis Racius serves on our Board of Directors and\nas an executive officer. Mr. Racius has more than 5 years of entrepreneurial experience. Mr. Racius has been engaged in the management\nseveral private companies. Mr. Racius holds an economic degree from the Kazimieras Simonavicius University. We believe that Mr. Racius\nis qualified to serve on our Board of Directors due to his considerable business management background.\n\n \n\n**Chris Winter, Chief Executive Officer**\n\n** **\n\nChris Winter serves as our Chief Executive Officer.\nFrom 2004 until February 2024, he held the position of CEO and President of Innovative Holdings Alliance, Inc. (IHAI). He resigned\nfrom this role to focus more on consulting opportunities and has continued with Innovative Holdings as a consultant. In early October\n2024, Mr. Winter began collaborating with Mike McLaren to facilitate the acquisition of a NASDAQ-listed company, SGBX,\nfor a reverse merger with his Oil and Gas business.\n\n48\n\n \n\n \n\nHe remains actively involved in exploring new business\nopportunities to further expand the company's growth. In November 2024, Mr. Winter was appointed to replace the existing officers and\ndirectors of Maverick Energy Group**,**Ltd. (MKGP). During his interim tenure, he successfully restored the company to Pink\nCurrent Information status by addressing overdue financial and disclosure filings and bringing the company into Good Standing with\nthe State of Nevada.\n\n** **\n\n**Natalija Tunevic, Secretary**\n\n** **\n\nFrom November 6, 2017 to November 9, 2022, Natalija\nTunevic has acted as our President, Treasurer, Secretary and Director. From 2006 to 2016, Ms. Tunevic was developing her experience in\ncooking industry and organizing masterclasses while also being a Senior Social Worker of Republic of Lithuania. Natalija Tunevic continues\nto hold the position of Secretary of the Company.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships among our directors\nand executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which\nany director or officer was or is to be selected as a director or officer. None of our directors or executive officers have had direct\nor indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding\n$120,000.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nTo our knowledge, during the last ten years, none of our directors and\nexecutive officers has:\n\n \n\n \n●\nHad a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.\n\n \n\n \n●\nBeen convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.\n\n \n\n \n●\nBeen subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.\n\n \n\n \n●\nBeen found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.\n\n \n\n \n●\nBeen the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.\n\n** **\n\n**AUDIT COMMITTEE**\n\n \n\nWe do not have an audit committee financial expert.\nWe do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is\nprohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.\n\n** **\n\n**Agreements with Officers and Directors**\n\n \n\nOn November 21, 2023, the Company executed Amendments\nto Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija Tunevic\nwill receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.\n\n \n\nOn October 30, 2024, the Company entered into\nan Employment Agreement with Chris Winter, effective November 1, 2024. Mr. Winter initially served as Chief Operating Officer and was\nappointed Chief Executive Officer on November 7, 2024. The agreement provides for quarterly equity compensation of 100,000 shares of common\nstock, with the initial grant prorated to 67,000 shares.\n\n \n\n49\n\n \n\n \n\n**Delinquent Section 16(a) Reports**\n\n \n\nSection 16(a) of the Exchange Act requires the\nCompany’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s\nequity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common\nstock. Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a)\nforms that they file with the SEC. As the Company does not file reports pursuant to Section 12 of the Exchange Act, this section is not\napplicable to the Company.\n\n \n\n**Code of Ethics, Inside Trading and Corporate communication\nPolicy**\n\n \n\nWe have adopted a Code of Ethics, Inside Trading and\nCorporate communication Policies that applies to all officers, directors and employees. The Company will provide to any person without\ncharge a copy of such code of ethics, Inside Trading and Corporate communication Policies upon written request to the Company at its registered\noffices."}