{"url_path":"/sec/cik-0001289047/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1289047/0001477932-26-003844-index.html","accession_number":"0001477932-26-003844","cik":"0001289047","ticker":null,"issuer_name":"AI Technology Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1289047/0001477932-26-003844-index.html","primary_entity_key":"0001289047","primary_entity_name":"AI Technology Group Inc."},"word_count":584,"has_tables":true,"body_markdown":"**Item 1.01 – Entry into a Material Definitive Agreement**\n\n \n\nOn September 15, 2025, AI Technology Group Inc. (the “Corporation”) filed, as Exhibit 10 to its registration statement filed on Form 10-12G, entered into a **Agreement and Plan of Merger**with **AVM Biotechnology Inc.**, a Nevada corporation (“AVM”), and **Biomed 360 Solutions Corp.**, a British Columbia corporation (“Biomed 360”).\n\n \n\nOn January 27, 2026, and pursuant to the **Agreement and Plan of Merger**, the Corporation, AVM and Biomed 360 amended the terms of the **Agreement and Plan of Merger.**\n\n \n\nOn June 4, 2026, and pursuant to the **Agreement and Plan of Merger**, the Corporation, AVM and Biomed 360 have amended the terms of the **Agreement and Plan of Merger** as follows:\n\n \n\n**“Investment Obligations”** in the Merger Agreement shall be updated for longer merger timelines stemming from Financial Audit obligations as follows:\n\n \n\n**“Investment Obligations”**means the minimum loan amounts required under the Investment Agreement on dates and tranches below with such dates below subject to a 30-day grace period on the dates contained below before being deemed a material breach in the following amounts of:\n\n \n\n \n\n(a)\n\nThe parties confirm and acknowledge $1,000,000 in loans has been provided by August 1, 2025 (“Tranche 1”), with such loans convertible into Parent Shares at the rate of $1.00 per share at the Effective Time. Tranche 1 was provided by BioMed360 on behalf of Parent.\n\n \n\n(b)\n\nThe parties confirm and acknowledge $1,125,000 in loans have been provided by the date of this Second Amendment, with such account convertible into Parent Shares at the rate of $2.50 per share at the Effective Time.  This forms part of Tranche 2 that was provided by AVM Biotechnology Ltd., a Nevada company (“Merger Sub”) on behalf of Parent.\n\n \n\n(c)\n\nThe parties agree that further $500,000 Tranche 2 investment increments will be invested on or before each of June 15, 2026, July 15, 2026, and August 15, 2026, September 15, 2026 and October 15, 2026 and $375,000 on November 15, 2026 with such amounts convertible into Parent Shares at the rate of $2.50 per share at the Effective Time. This forms the balance of Tranche 2 payments that are to be provided by Merger Sub on behalf of Parent or by the Parent directly (such dates subject to 60-day cure periods it late).\n\n \n\n(d)\n\nThe parties agree to merge as an OTCQB company upon execution of a binding broker-dealer engagement to fund and up list the merged entity to a senior US stock exchange, subject to the Outside outline in € below\n\n \n\n(e)\n\nA minimum of $50,000,000 in gross proceeds on or before the Closing with a senior US listing sponsored by a US broker dealer and syndicated closing finance as intended at $5.00 per share or such other higher rate to be determined by the parties (“Tranche 3”) with amounts exchanged for Parent Shares at the Effective Time no later than December 31, 2026, (extendable to March 31, 2027) or such date agreed by the parties.\n\n \n\n(f)\n\nTranche 2 convertible loan amounts shall be subject to 10% per annum simple interest from the date that Tranche 2 convertible loan amounts are received to be settled in shares at $2.50 per share at the Effective Time.\n\n \n\n**2.3 (a) Closing**\n\n \n\nThe “**Closing Date**” shall be extended from July 26, 2026 to December 31, 2026 or such earlier or later date as the Merger Sub, the Parent and the Corporation mutually agree to in writing.\n\n \n\nAll other terms and conditions of the Merger Agreement remain in full force and effect."}