AI Technology Group Inc.: M&A transaction — AI Technology Group acquires AVM Biotechnology via share exchange; issues 100 common shares

AI Technology Group Inc.

Acquired 100% of AVM Biotechnology Inc. for 100 common shares of AI Technology Group.
AVM becomes wholly-owned subsidiary; transaction intended as tax-free reorganization under Section 368.
AVM has $1.125M convertible debentures outstanding, convertible into 584,800 common shares of the acquirer.
Shares issued as restricted securities under Rule 144, exempt from registration under Section 4(a)(2).

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

AI Technology Group Inc. completed an acquisition involving AVM Biotechnology Inc. for 100 common shares of the Corporation (closed 2025-12-15).

Action: acquisition
Counterparty: AVM Biotechnology Inc.
Consideration: 100 common shares of the Corporation
Closing: 2025-12-15

Exact text from the filing

and Biomed 360 Solutions Corp. , a British Columbia corporation (“Biomed 360”), the sole shareholder of AVM. Under the terms of the agreement, the Corporation agreed to acquire 100% of the issued and outstanding shares of AVM in exchange for 100 common shares of the Corporation . As a result, AVM became a wholly-owned subsidiary of the Corporation. The

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

AI Technology Group Inc. entered into Share Exchange Agreement with AVM Biotechnology Inc. valued at Acquisition of 100% of AVM shares for 100 common shares of the Corporation (effective 2025-12-15).

Action: entry
Agreement: merger
Counterparty: AVM Biotechnology Inc.
Value: Acquisition of 100% of AVM shares for 100 common shares of the Corporation
Effective: 2025-12-15

Exact text from the filing

On December 15, 2025, AI Technology Group Inc. (the “Corporation”) entered into a Share Exchange Agreement with AVM Biotechnology Inc., a Nevada corporation (“AVM”), and Biomed 360 Solutions Corp., a British Columbia corporation (“Biomed 360”), the sole shareholder of AVM.

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Source: SEC EDGAR

accession 0001477932-25-009007

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