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AVAI BIO, INC.

AVAI
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Business Summary

Avai Bio, Inc. is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company’s key acquisitions include Avant! AI and a Joint Venture and License Agreement with Ainnova Tech Inc., which provide resources in full-stack software development, database management, data integration, project management, and cloud services. The Company operates in an evolving industry with a limited operating history, and its business plan is speculative and unproven.

The Company did not name any primary competitors in the filing. Its stated competitive advantages include a proprietary system that uses unsupervised clustering to prepare data from unlabeled information, then analyzes it using various proprietary supervised learning techniques, which management describes as enabling True Learning from Experience and a true reasoning mechanism. The Company believes its technology can provide a self-sustained system that improves data efficiency and facilitates factual discovery by learning data.

The Company generates revenue through information technology consulting services and through its news application, Thy News LLC, which is available for free download in Apple AppStore and Google Play Market, with users able to subscribe for additional paid features. During the fiscal years ended March 31, 2026 and 2025, the Company did not generate revenue. The Company also has joint ventures and license agreements that are expected to generate future revenue through commercialization of AI and biotech technologies.

The Company's product portfolio includes the Avant! AI system, a text-generation deep learning self-training model acquired on April 3, 2023, for which the Company issued 26,000,000 common shares. The Instant Fame Assets, acquired on the same date, include a technology portfolio with source codes and pending patent applications for digital rating and secured sales of digital works and core virtual reality platforms, for which the Company issued 5,000 shares of Series A Preferred Stock with a stated value of $5,000 per share. The Thy News LLC news application, acquired on June 28, 2019, had a news database of 149,000 processed sources as of December 31, 2025. The Company also holds intangible assets including Avant! AI valued at $124,000 , Instant FAME valued at $25,000 , mobile application development costs of $126,850 , an RSS Database of $149,000 , website development costs of $8,361 , and chatbot development costs of $4,060 , with total accumulated amortization of $331,729 as of March 31, 2026.

The Company entered into a Joint Venture and License Agreement with Ainnova Tech Inc. on November 8, 2024, effective November 11, 2024, to form Ai-nova Acquisition Corp LLC, with Avai to contribute capital not to exceed $20,000,000 USD. On September 15, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd. to form Klothonova Inc., with Avai to contribute capital not to exceed $1.5 million USD. On November 1, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd. to form Insulinova Inc., with Avai to contribute capital not to exceed $1.5 million USD. On February 3, 2026, the Company changed its name from Avant Technologies, Inc. to Avai Bio, Inc. The Company issued 12,459,000 common shares on March 30, 2026 for cancelation of $149,508 related party loan. The Company issued 2,500,000 common shares on March 16, 2026 in exchange for convertible notes in the amount of $25,000 . The Company entered into multiple promissory notes with Boot Capital LLC and Vanquish Funding Group Inc. during the fiscal year, with outstanding balances as of March 31, 2026.

The Company incurred a net loss of $1,749,509 for the year ended March 31, 2026, compared to a net loss of $1,142,115 for the year ended March 31, 2025. Total operating expenses were $1,480,191 for fiscal 2026 versus $1,532,792 for fiscal 2025. The Company had cash of $23,145 as of March 31, 2026, compared to $81,053 as of March 31, 2025. Net cash used in operating activities was $1,009,844 for fiscal 2026 versus $1,160,610 for fiscal 2025. Net cash provided by financing activities was $951,936 for fiscal 2026 versus $1,241,382 for fiscal 2025. The Company had a working capital deficit of $3,298,511 as of March 31, 2026, compared to $1,695,484 as of March 31, 2025. Stockholders' deficit was $2,815,155 as of March 31, 2026, compared to $1,563,872 as of March 31, 2025.

Business Outlook

The Company's first major growth vector is its joint venture with Ainnova Tech Inc., which formed Ai-nova Acquisition Corp LLC to commercialize Vision AI technology for early detection of diseases through retinal scans, including Diabetic Retinopathy. Avai was to contribute all capital required for the next twelve months, not to exceed $20,000,000 USD, in exchange for common stock of AAC. The ownership of AAC was to be 50% Avant and 50% AINN. However, on May 18, 2026, Ai-Nova Acquisition Corp LLC was dissolved pursuant to a Mutual Agreement, and the License Agreement was terminated in its entirety.

The Company's second major growth vector is its joint ventures with SGAustria Pte. Ltd. (Austrianova), a cutting-edge Biotech company based in Singapore. The first joint venture, Klothonova Inc., was formed on September 15, 2025, with Avai to contribute all resources and capital required for the next eighteen months, not to exceed $1.5 million USD. The second joint venture, Insulinova Inc., was formed on November 1, 2025, with Avai to contribute all resources and capital required for the next eighteen months, not to exceed $1.5 million USD. Both joint ventures are 50% owned by Avai and 50% owned by Austrianova. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, and its expertise is backed by more than 50 international peer reviewed publications.

The filing does not contain specific margin trajectory, cost structure evolution, or efficiency targets with exact figures.

The Company does not own any real estate or other properties. It rents a virtual office at 5348 Vegas Drive, Las Vegas, NV 89108. The Company's registered office is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania. The Company has not established an enterprise risk management framework to assess and prioritize cybersecurity risks. The Company reported that its disclosure controls and procedures were not effective due to the lack of resources and the reliance on outside consultants.

The Company recorded $15,000 in research and development expenses for the year ended March 31, 2026, compared to $0 for the year ended March 31, 2025. The Company had no capital expenditure plans disclosed. The Company did not pay any cash dividends during the fiscal years ended March 31, 2026 and 2025, and has no immediate plans to pay cash dividends. The Company did not have any share repurchase authorizations disclosed. The Company expects it will need to raise about $10,000,000 to fully implement its business plan.

The Company has a limited operating history in an evolving industry that may not develop as expected, making it difficult to evaluate future prospects. The Company has not generated positive cash flow from operations for any period since its inception, and has funded operations primarily through the issuance of common stock and short-term and long-term debt and convertible debt. The Company had a stockholders' deficit of $2,815,155 and an accumulated deficit of $5,868,019 as of March 31, 2026. The Company's independent auditors included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

The Company's business is highly dependent on its ability to raise equity or convertible debt capital, and these financing arrangements may be dilutive, carry high interest, or impose restrictive covenants. The Company's common stock is quoted on the OTC QB marketplace instead of a national securities exchange, which may result in significant volatility and difficulty selling shares. The Company is subject to penny stock regulations that may limit the marketability of its securities.

Risk Factors

The Company has a limited operating history in an evolving industry and has not generated any revenue for the fiscal years ended March 31, 2026 and 2025, with net losses of $1,749,509 and $1,142,115 , respectively. The Company had an accumulated deficit of $5,868,019 as of March 31, 2026, and its independent auditors have expressed substantial doubt about its ability to continue as a going concern. The Company is highly dependent on its ability to raise additional capital, stating it needs to raise about $10,000,000 to fully implement its business plan, and such capital may not be available on acceptable terms. The Company has not generated positive cash flow from operations and had a working capital deficit of $3,298,511 as of March 31, 2026. The Company may be unable to generate revenue from its acquired Avant! AI or InstantFAME platforms despite significant investment, as commercializing proprietary AI and digital assets remains speculative. The Company's common stock trades on the OTC QB marketplace with limited liquidity, and penny stock regulations may further restrict marketability.

Management Priorities

Management's message emphasizes that the Company is a technology company specializing in AI and IT consulting services, with key acquisitions including Avant! AI and joint ventures with Ainnova Tech Inc. and SGAustria Pte. Ltd. Management states that the Company's technology can provide a self-sustained system that prepares data from unlabeled information using unsupervised clustering and analyzes it using proprietary supervised learning techniques, facilitating True Learning from Experience and a true reasoning mechanism. Management acknowledges that the Company has incurred recurring losses, with a net loss of $1,749,509 for the year ended March 31, 2026 and a net loss of $1,142,115 for the year ended March 31, 2025. Management states that the Company expects to require additional capital to meet long-term operating requirements and expects to raise additional capital through the sale of equity or debt securities. Management's strategic priorities include developing and commercializing its AI technologies through joint ventures, expanding its product line, and raising approximately $10,000,000 to fully implement its business plan.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Acquiring Avant! AI Assets
  2. [2] Item 1, Business — Acquiring Instant Fame Assets
  3. [3] Item 1, Business — Acquiring Instant Fame Assets
  4. [4] Item 1, Business — Overview
  5. [5] Item 8, Note 6 — Intangible Assets
  6. [6] Item 8, Note 6 — Intangible Assets
  7. [7] Item 8, Note 6 — Intangible Assets
  8. [8] Item 8, Note 6 — Intangible Assets
  9. [9] Item 8, Note 6 — Intangible Assets
  10. [10] Item 8, Note 6 — Intangible Assets
  11. [11] Item 8, Note 6 — Intangible Assets
  12. [12] Item 8, Note 10 — Commitments and Contingencies
  13. [13] Item 8, Note 10 — Commitments and Contingencies
  14. [14] Item 8, Note 10 — Commitments and Contingencies
  15. [15] Item 8, Note 9 — Stockholders' Equity
  16. [16] Item 8, Note 9 — Stockholders' Equity
  17. [17] Item 8, Note 9 — Stockholders' Equity
  18. [18] Item 8, Note 9 — Stockholders' Equity
  19. [19] Item 7, MD&A — Results of Operations
  20. [20] Item 7, MD&A — Results of Operations
  21. [21] Item 7, MD&A — Results of Operations
  22. [22] Item 7, MD&A — Results of Operations
  23. [23] Item 7, MD&A — Liquidity and Capital Resources
  24. [24] Item 7, MD&A — Liquidity and Capital Resources
  25. [25] Item 7, MD&A — Cash Flows from Operating Activities
  26. [26] Item 7, MD&A — Cash Flows from Operating Activities
  27. [27] Item 7, MD&A — Cash Flows from Financing Activities
  28. [28] Item 7, MD&A — Cash Flows from Financing Activities
  29. [29] Item 7, MD&A — Liquidity and Capital Resources
  30. [30] Item 7, MD&A — Liquidity and Capital Resources
  31. [31] Item 7, MD&A — Liquidity and Capital Resources
  32. [32] Item 7, MD&A — Liquidity and Capital Resources
  33. [33] Item 8, Note 10 — Commitments and Contingencies
  34. [34] Item 8, Note 10 — Commitments and Contingencies
  35. [35] Item 8, Note 10 — Commitments and Contingencies
  36. [36] Item 8, Note 10 — Commitments and Contingencies
  37. [37] Item 8, Note 10 — Commitments and Contingencies
  38. [38] Item 8, Note 10 — Commitments and Contingencies
  39. [39] Item 8, Note 10 — Commitments and Contingencies
  40. [40] Item 8, Note 10 — Commitments and Contingencies
  41. [41] Item 8, Note 3 — Research and Development
  42. [42] Item 8, Note 3 — Research and Development
  43. [43] Item 1A, Risk Factors — We Will Require Additional Capital
  44. [44] Item 7, MD&A — Liquidity and Capital Resources
  45. [45] Item 7, MD&A — Liquidity and Capital Resources
  46. [46] Item 1A, Risk Factors — Results of Operations
  47. [47] Item 1A, Risk Factors — Results of Operations
  48. [48] Item 1A, Risk Factors — We Have Not Generated Positive Cash Flow
  49. [49] Item 1A, Risk Factors — We Will Require Additional Capital
  50. [50] Item 7, MD&A — Liquidity and Capital Resources
  51. [51] Item 7, MD&A — Results of Operations
  52. [52] Item 7, MD&A — Results of Operations
  53. [53] Item 1A, Risk Factors — We Will Require Additional Capital
  54. [54] Item 8, Consolidated Statements of Operations
  55. [55] Item 8, Consolidated Statements of Operations
  56. [56] Item 8, Consolidated Statements of Operations
  57. [57] Item 8, Consolidated Statements of Operations
  58. [58] Item 8, Consolidated Statements of Operations
  59. [59] Item 8, Consolidated Statements of Operations
  60. [60] Item 8, Consolidated Statements of Operations
  61. [61] Item 8, Consolidated Statements of Operations
  62. [62] Item 8, Consolidated Statements of Operations
  63. [63] Item 8, Consolidated Statements of Operations
  64. [64] Item 8, Consolidated Statements of Operations
  65. [65] Item 8, Consolidated Statements of Operations
  66. [66] Item 8, Consolidated Statements of Operations
  67. [67] Item 8, Consolidated Statements of Operations
  68. [68] Item 8, Consolidated Statements of Operations
  69. [69] Item 8, Consolidated Statements of Operations
  70. [70] Item 8, Consolidated Statements of Operations
  71. [71] Item 8, Consolidated Statements of Operations
  72. [72] Item 8, Consolidated Statements of Operations
  73. [73] Item 8, Consolidated Statements of Operations
  74. [74] Item 8, Consolidated Statements of Operations
  75. [75] Item 8, Consolidated Statements of Operations
  76. [76] Item 8, Consolidated Statements of Operations
  77. [77] Item 8, Consolidated Statements of Operations
  78. [78] Item 8, Consolidated Statements of Operations
  79. [79] Item 8, Consolidated Statements of Operations
  80. [80] Item 8, Consolidated Balance Sheets
  81. [81] Item 8, Consolidated Balance Sheets
  82. [82] Item 8, Consolidated Balance Sheets
  83. [83] Item 8, Consolidated Balance Sheets
  84. [84] Item 8, Consolidated Balance Sheets
  85. [85] Item 8, Consolidated Balance Sheets
  86. [86] Item 8, Consolidated Balance Sheets
  87. [87] Item 8, Consolidated Balance Sheets
  88. [88] Item 8, Consolidated Balance Sheets
  89. [89] Item 8, Consolidated Balance Sheets
  90. [90] Item 8, Consolidated Statement of Cash Flows
  91. [91] Item 8, Consolidated Statement of Cash Flows
  92. [92] Item 8, Consolidated Statement of Cash Flows
  93. [93] Item 8, Consolidated Statement of Cash Flows

Analysis on 7/14/2026