UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
(RULE
14C-101)
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) |
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Definitive
Information Statement |
ARTIFICIAL
INTELLIGENCE TECHNOLOGY
SOLUTIONS INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check appropriate box):
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(1) and 0-11. |
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(1) |
Title
of each class of securities to which transaction applies: Not Applicable |
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(2) |
Aggregate
number of securities to which transaction applies: Not Applicable |
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(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not Applicable |
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(4) |
Proposed
maximum aggregate value of transaction: Not Applicable |
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(5) |
Total
fee paid: Not Applicable |
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Fee
paid previously with preliminary materials. |
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Check
box if any part of the fee is offset as provided by the Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing: |
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(1) |
Amount
Previously Paid: Not Applicable |
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(2) |
Form,
Schedule or Registration Statement No.: Not Applicable |
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(3) |
Filing
Party: Not Applicable |
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(4) |
Date
Filed: Not Applicable |
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
April 3, 2023
Dear
Stockholder:
This
Information Statement is being furnished to holders of shares of common stock, par value $0.00001 per share (the “Common Stock”),
of Artificial Intelligence Technology Solutions Inc. (the “Company”) with respect to the following items (the “Corporate
Actions”):
1.
The approval of a Certificate of Amendment to the Company’s Articles of Incorporation to increase its authorized common stock by
one billion two hundred twenty five million (1,225,000,000) shares to a total of seven billion two hundred twenty five million
(7,225,000,000). The Certificate of Amendment will not be filed until at least 20 days after we file the Information Statement
with the Securities and Exchange Commission and deliver the Definitive Information Statement to our shareholders of record.
Each
of the Corporate Actions items was approved by shareholders holding a majority of our voting power on March 19, 2023.
This
Information Statement describes the purpose and provisions of the Corporate Actions and provides additional information about the Corporation.
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For
the Board of Directors of |
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ARTIFICIAL INTELLIGENCE TECHNOLOGY
SOLUTIONS INC. |
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By: |
/s/
Steve Reinharz |
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Steve
Reinharz |
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Chief
Executive Officer |
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
10800
Galaxie Avenue
Ferndale,
MI 48220
April 3, 2022
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS
REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
The
purpose of this Information Statement is to provide notice that the Company’s shareholders executed a written consent authorizing
and approving the following corporate actions (the “Corporate Actions”):
1.
Approved a Certificate of Amendment to the Company’s Articles of Incorporation to increase its authorized common stock by one billion
two hundred twenty five million (1,225,000,000) shares to a total of seven billion two hundred twenty five million (7,225,000,000).
The Certificate of Amendment will not be filed until at least 20 days after we file the Information Statement with the Securities and
Exchange Commission and deliver the Definitive Information Statement to our shareholders of record.
The Board of Directors set March 20,
2023 as the record date for determining shareholders of record to receive this Information Statement. As required by SEC rules, we
are distributing this Definitive Information Statement to Shareholders of Record 20 days after filing the Definitive
Information Statement. Shareholders may also access the Information Statement online at
www.aitx.ai/aitx-investors-corner/ and may request a copy, free of charge, by calling (877) 787-6268, sending an email to
info@aitx.ai, or writing to AITX at 10800 Galaxie Avenue, Ferndale, Michigan 48220.
CORPORATE
ACTIONS
| 1. |
APPROVED
A CERTIFICATE OF AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE BY ONE BILLION (1,250,000,000) SHARES
THE AUTHORIZED COMMON STOCK OF THE COMPANY. |
The shareholders
voted on and approved a Certificate of Amendment to the Company’s Articles of Incorporation to increase its authorized common stock
by one billion two hundred twenty five million (1,225,000,000) shares to a total of seven billion two hundred twenty five million
(7,225,000,000) shares of common stock. The Company expects to file the proposed Certificate of Amendment, attached as Appendix A
to this Information Statement, 20 days after the Definitive Information Statement is first mailed to our shareholders. The Certificate
of Amendment will become effective when it has been accepted for filing by the Secretary of State of the State of Nevada.
When the
Certificate of Amendment has become effective, the total number of shares of all classes that the Company will have authority to
issue is seven billion two hundred forty five million (7,245,000,000) shares, of which seven billion two
hundred twenty five million (7,225,000,000) are shares of common stock, par value $0.00001 per share, and twenty million
(20,000,000) are shares of preferred stock.
VOTING
RIGHTS OF SHAREHOLDERS
The
Nevada Business Corporations Act. Section 78.320 of the Nevada Revised Statutes, provides, in substance, that, unless a corporation’s
Articles of Incorporation provides otherwise, shareholders may take an action without a meeting of shareholders and without prior notice
if a consent or consents in writing that sets forth the action so taken is signed by the holders of outstanding voting stock holding
not less than the minimum number of votes that would be necessary to approve that action at a shareholders meeting. The action becomes
effective when written consents from holders of record of a majority of the outstanding voting power are executed and delivered to the
Company.
The increase in
the authorized number of Common Stock Shares will enable us to continue regular business operations, provide the ability to engage in
potential debt conversions and support possible future financings, acquisitions, and/or such other corporate purposes as the Board determines
in its discretion.
VOTING
SECURITIES AND PRINCIPAL HOLDERS
As
of March 20, 2023 (the “Record Date”), there were 5,866,380,263 Common Stock Shares issued and outstanding,
3,350,000 shares of Series E Stock issued and outstanding, and 2,533 shares of Series F Preferred Stock issued and outstanding.
Each share of Common Stock has one vote. There is no cumulative voting. However, under the Company’s Articles of Incorporation,
the Series E Preferred Stock (the “Series E Shares”) has voting rights equal to twice the number of votes of
all outstanding shares of capital stock; that is, the holders of Series E Shares will always have two-thirds (2/3rds) of the voting power
of the Company.
APPROVAL
OF CORPORATE ACTIONS
The
shares of Series E Preferred Stock as a group are entitled to take an action by written consent or vote equal to 66.7% of the total voting
shares outstanding. On March 19, 2023, the Company received written consents to the Certificate of Amendment resolutions.
The consents were received from the sole Series E Preferred Stock shareholder, Steve Reinharz, the Chief Executive Officer and sole director
of the Company who held all 3,350,000 Series E Shares, representing 67.86% of the voting power of the Company as of the record date,
and the authorized share increase was approved.
TRANSACTIONS
WITH RELATED PERSONS
The
Company does not have a written policy for the review, approval or ratification of transactions with related parties or transactions
that involve a potential conflict of interest. When such transactions arise, they are referred to the Board for its consideration.
For
the nine months ended November 30, 2022, the Company had no repayments of net advances from its loan payable-related party. For the nine
months ended November 30, 2021 the Company repaid net advances of $812,234. At November 30, 2022, the loan payable-related party was
$203,276 and $193,556 at February 28, 2022. Included in the balance due to the related party at November 30, 2022 is $126,744 of deferred
salary and interest, $108,000 of which bears interest at 12%. At February 28, 2022, included in the balance due to the related party
is $110,700 of deferred salary and interest, $90,000 of which bears interest at 12%. The accrued interest included in loan at November
30, 2022 and November 30, 2021 was $12,420 and $540 respectively.
Pursuant
to the amended Employment Agreement with its Chief Executive Officer, for the three months and nine months ended November 30, 2022, the
Company accrued $138,000 and $362,500 of incentive compensation plan payable with a corresponding recognition of stock based compensation
due to the expectation of additional awards being met. This will be payable in Series G Preferred Shares which are redeemable at the
Company’s option at $1,000 per share. At November 30, 2022 and February 28, 2022 there was $842,000 and $479,500 of incentive compensation
payable.
During
the three months ended November 30, 2022 and 2021, the Company was charged $794,460 and $647,465, respectively for fees for research
and development from a company partially owned by a principal shareholder. The principal shareholder received no compensation from this
partially owned research and development company and the fees were spent on core development projects.
During
the nine months ended November 30, 2022 and 2021, the Company was charged $2,735,589 and $1,689,253, respectively for fees for research
and development from a company partially owned by a principal shareholder. The principal shareholder received no compensation from this
partially owned research and development company and the fees were spent on core development projects.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At March 24, 2023, we had
5,894,174,263 shares of Common Stock issued and outstanding. The following table sets forth information regarding the beneficial ownership
of our Common Stock as of March 24, 2023, and reflects:
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each
of our executive officers; |
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each
of our directors; |
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all
of our directors and executive officers as a group; and |
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each
shareholder known by us to be the beneficial owner of more than 5% of our outstanding shares
of Common Stock. |
Information
on beneficial ownership of securities is based upon a record list of our shareholders. Beneficial ownership has been determined in accordance
with Rule 13d-3(d)(1) under the Exchange Act. Based on the information furnished to us, the Company believes that each of the persons
and entities named in the table below has sole voting and investment power with respect to all shares of Common Stock that he beneficially
owns, subject to applicable community property laws, except as otherwise provided below.
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Amount
and Nature of | | |
Percent
of | |
| Name | |
Beneficial
Ownership (1) | | |
Common
Stock (2) | |
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| Named
Executive Officers and Directors: | |
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| Steven
Reinharz (3) | |
| 19,668,577,954 | | |
| 74.99 | % |
| Anthony
Brenz | |
| 0 | | |
| 0 | |
| Mark
Folmer | |
| 0 | | |
| 0 | |
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| | | |
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| All
executive officers and directors as a group (3 persons) | |
| 19,668,577,954 | | |
| 74.99 | % |
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| | | |
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| 5%
Shareholders: | |
| | | |
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| Steven
Reinharz | |
| 19,668,577,954 | | |
| 74.99 | % |
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(1) |
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission
and generally includes voting or investment power with respect to securities. Beneficial
ownership also includes shares of stock subject to options and warrants currently exercisable
or exercisable within 60 days of the date of this table. In determining the percent of Common
Stock owned by a person or entity as of the date of this proxy statement, (a) the numerator
is the number of shares of Common Stock beneficially owned by the person, including shares
which may be acquired within 60 days on exercise of warrants or options and conversion of
convertible securities, and (b) the denominator is the sum of (i) the total shares of Common
Stock outstanding on as of March 24, 2023, and (ii) the total number of shares that the beneficial
owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each
beneficial owner has sole power to vote and dispose of the shares. |
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(2) |
Based
on 5,894,174,263 shares of Common Stock outstanding as of March 24, 2023. |
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(3) |
Mr.
Reinharz holds (a) 2,450 shares of Series F Convertible Preferred Stock and (b) 3,350,000
shares of Series E Preferred Stock. If Mr. Reinharz converted the 2,450 shares of the Series
F Convertible Preferred Stock, he would receive 19,668,577,954shares of Common Stock, which
is reported in the table as if the conversion has occurred. In addition, the outstanding
3,350,000 shares of Series E Preferred Stock held by Mr. Reinharz have a vote equal to twice
the number of votes of all outstanding shares of Common Stock. As a result, Mr. Reinharz
holds 2/3rds of the voting power of all shareholders at any time a corporate action requires
a shareholder vote |
AVAILABILITY
OF SEC FILINGS and CODE OF ETHICS
Copies
of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all amendments to those reports, our
Code of Ethics and any reports of beneficial ownership of our Common Stock filed by executive officers, directors and beneficial owners
of more than 10 percent of the outstanding shares of our Common Stock are posted on and may be obtained on the Investors Corner page
of our website at AITX Investor’s Corner - AITX - Artificial Intelligence Technology Solutions without charge, or may be requested
(exclusive of exhibits), at no cost by mail addressed to AITX at 10800 Galaxie Avenue, Ferndale, Michigan 48220, Attention: Corporate
Secretary.
DELIVERY
OF MATERIALS TO SHAREHOLDERS WITH SHARED ADDRESSES
Beneficial
holders who own their shares through a broker, bank or other nominee and who share an address with another such beneficial owner are
being sent only one Information Statement unless those holders have requested to receive separate copies of these materials. If you wish
to receive a separate copy of these materials or if you are receiving multiple copies and would like to receive a single copy, please
contact AITX by writing to Investor Relations, AITX, 10800 Galaxie Avenue, Ferndale, Michigan 48220, or by email to info@aitx.ai. We
will promptly deliver a separate copy to you upon written or oral request.
MISCELLANEOUS
Web
links throughout this Information Statement are provided for convenience only, and the content on the referenced websites are not incorporated
into and do not constitute a part of this Information Statement.
APPENDIX
A
The
Articles of Incorporation of Artificial Intelligence Technology Solutions Inc. are amended as follows:
Article
V shall be modified as follows:
ARTICLE
V
CAPITAL
STOCK
Number
and Designation: The total number of shares of all classes that this Corporation shall have authority to issue shall be 7,245,000,000,
of which 7,225,000,000 shall be shares of common stock, par value $0.00001 per share, and 20,000,000 shall be shares
of preferred stock
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