Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01 - Entry into a Material Definitive Agreement

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.

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 transaction is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.

Item 2.01 - Completion of Acquisition or Disposition of Assets

On December 15, 2025, the Corporation completed the acquisition of AVM.

Item 3.02 - Unregistered Sales of Equity Securities

The shares issued in connection with the acquisition were not registered under the Securities Act of 1933 and are considered restricted securities under Rule 144. The issuance was made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act.