EXHIBIT 3.1
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______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2021
AiAdvertising, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-13215 | 30-0050402 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | IRS Employer Identification No.) |
|
321 Sixth Street San Antonio, TX |
78215 |
| (Address of Principal Executive Offices) | (Zip Code) |
(805) 964-3313
(Registrant’s telephone number, including area code)
CLOUDCOMMERCE, INC.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Tile of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective August 5, 2021, AiAdvertising, Inc. (f/k/a CloudCommerce, Inc.) (the “Company”) entered into an agreement and plan of merger, whereby a wholly-owned subsidiary of the Company (the “Merger Sub”) was merged into the Company (the “Merger”). Upon consummation of the Merger, the separate existence of Merger Sub ceased.
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s name from “CloudCommerce, Inc.” to “AiAdvertising, Inc.” On August 3, 2021, the Company filed articles of merger (the “Articles of Merger”) with the Secretary of State of Nevada, which were effective August 5, 2021, to effect the Merger, and the Company’s Articles of Incorporation were deemed amended to reflect the change in the Company’s corporate name (the “Name Change”).
In connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority, requesting confirmation of the Name Change and also to request the change of the Company’s ticker symbol from “CLWD” to “AIAD” (the “Symbol Change”).
The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets.
The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the Articles of Merger attached as Exhibit 3.01.
Item 8.01 Other Events.
On August 6, 2021, the Company issued a press release announcing the Name Change and Symbol Change. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number |
Description | |
| 3.1 | Articles of Merger | |
| 99.1 | Press Release dated August 6, 2021 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AiAdvertising, Inc. | |||||
| Date: August 6, 2021 | By: | /s/ Andrew Van Noy | |||
| Name: Andrew Van Noy | |||||
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Title: Chief Executive Officer
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EXHIBIT 3.1
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EXHIBIT 99.1
CloudCommerce Becomes AiAdvertising with New Stock Symbol AIAD
The Company’s new corporate name better describes its focus on using artificial intelligence (AI) to eliminate waste in advertising
SAN ANTONIO – August 6, 2021 – AiAdvertising, Inc. (AIAD) (formerly
CloudCommerce, Inc. / CLWD), a technology driven provider of digital advertising solutions, today announced that the Company has changed its name to AiAdvertising, Inc. and will trade under the new stock symbol AIAD. The new corporate name better describes the Company’s focus on using artificial intelligence (AI) to eliminate waste in advertising.
"With our increased focus on artificial intelligence, we believe that AiAdvertising is a more appropriate name for our public company,” said Andrew Van Noy, CEO of CloudCommerce. “Also, we were fortunate to be granted the stock symbol AIAD. Combining AI with AD makes it clear to Wall Street that we are all about artificial intelligence and advertising.”
Mr. Van Noy concluded, “Changing our corporate name also represents our continuing commitment to develop SWARM, our flagship solution, into a cloud hosted software platform that will harness the power of artificial intelligence, machine learning, and predictive algorithms to eliminate the inefficiencies, waste and guesswork that is inherent and accepted in today’s data driven digital marketing campaigns.”
About AiAdvertising
AiAdvertising (formerly CloudCommerce) a technology driven provider of digital advertising solutions. Our flagship solution, SWARM, analyzes a robust mix of audience data to help businesses find who to talk to, what to say to them, and how to market to them. We do this by applying advanced data science, behavioral science, artificial intelligence, and market research techniques to discover, develop and create custom audiences for highly targeted digital marketing campaigns. For more information about the Company, please visit www.AiAdvertising.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies,
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projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are included in our filings with the Securities and Exchange Commission, including the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2020. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forwardlooking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Press Contact:
AiAdvertising, Inc. Tel: (800) 673-0927
| communications@AiAdverstising.com |
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