UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN INTERNATIONAL HOLDINGS CORP.
(Exact name of registrant as specified in charter)
| Nevada | 88-0225318 | |
|
(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer
Identification No.) |
|
|
11222
Richmond Avenue, Suite 195,
Houston, TX |
77082 | |
| (Address of principal executive offices) | (Zip Code) |
American International Holdings Corp. 2019 Employee Stock Option Plan
(Full title of plan)
REGISTERED AGENTS INC.
401 RYLAND ST STE 200-A, Reno, NV 89502
(Name and address of agent for service)
(406) 730-3128
(Telephone number, including area code, of agent for service)
With copies to:
Arden Anderson, Esq.
Austin Legal Group, APC
3990 Old Town Ave., Suite A-101
San Diego, CA 92110
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |||
| Non-accelerated filer [ ] | Smaller reporting company [X] | |||
| Emerging growth company [X] |
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 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
|
Title of securities to
be registered |
Amount to be registered |
Proposed
maximum offering price per share |
Proposed
maximum aggregate offering price |
Amount of registration
fee(2) |
||||||||||
| Common Stock, par value $0.0001 per share (1) | 10,000,000 shares | $ | 1.50 | $ | 15,000,000.00 | $ | 1,818.00 | |||||||
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under and pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2) For purposes of calculation of the registration fee only, pursuant to Rule 457(c) and (h), the Proposed Maximum Offering Price Per Share is based upon the average of the ask and bid prices for the Registrant’s common stock on the OTCQB tier of the OTC Markets on July 8, 2019. The registration fee is calculated by multiplying the Aggregate Offering Amount by .0001212.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1 Plan Information.*
Item 2 Registrant Information and Employee Plan Annual Information.*
*The information specified in Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Registration Statement on Form S-8. The documents containing the information specified in Part I will be delivered to the participants covered by this Registration Statement as required by Rule 428(b)(1) without charge, upon written or oral request.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
American International Holdings Corp. (the “Company,” “we,” “us,” and “our”) is allowed to “incorporate by reference” the information we file with the Securities Exchange Commission (“SEC”), which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC:
| a. | The Registrant’s Annual Report on Form 10-K for the annual period ended December 31, 2018, filed on July 2, 2019; | |
| b. | The Registrant’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2019, filed on July 10, 2019; | |
| c. | The Registrant’s Current Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on June 7, 2019, July 5, 2019 and July 8, 2019; and | |
| d. | The description of the Registrant’s Common Stock is contained in our Form 10SB12G filed on August 24, 2004 and its amendment filed on September 20, 2004. |
Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
| 2 |
Item 6. Indemnification of Directors and Officers.
Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Nevada Revised Statutes and may, if and to the extent authorized by our Board of Directors, so indemnify our officers and any other person whom we have the power to indemnify against liability, reasonable expense or other matter. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.
Insofar as indemnification by us for liabilities arising under the Exchange Act may be permitted to our directors, officers and controlling persons pursuant to provisions of the Certificate of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Exchange Act and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 12, 2019.
| American International Holdings Corp. | ||
| By: | /s/ Jacob Cohen | |
| Jacob Cohen, Principal Executive Officer | ||
| By: | /s/ Everett Bassie | |
| Everett Bassie, Principal Accounting Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jacob Cohen, with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| July 12, 2019 | /s/ Jacob Cohen | |
| Date | Jacob Cohen, Director, Chief Executive Officer and President | |
| July 12, 2019 | /s/ Esteban Alexander | |
| Date | Esteban Alexander, Director, Chief Operating Officer and Treasurer | |
| July 12, 2019 | /s/ Alan Hernandez | |
| Date | Alan Hernandez, Director, Chief Marketing Officer and Secretary |
| 4 |
INDEX TO EXHIBITS
* Attached to the Company’s Form 8-K filed on July 8, 2019 and incorporated herein by reference.
| 5 |
AMERICAN INTERNATIONAL HOLDINGS CORP.
11222 Richmond Avenue, Suite 195
Houston, Texas 77082
[Date]
[Participant name and address]
Re: Grant of Award under the American International Holdings Corp. 2019 Employee Stock Option Plan
Dear [Participant name]:
We would like to thank you for your service to American International Holdings Corp. (the “Company”) by granting you the enclosed stock option award (the “Award”) pursuant to the American International Holdings Corp. 2019 Employee Stock Option Plan (“Plan”), which has also been enclosed herewith. You are urged to carefully review the Plan and your individual award agreement. If you wish to accept the Award, please execute the award agreement where indicated and send a copy to us at the above captioned address. You may also call our office if you have questions about the Plan or your award.
You should be aware that your Award is being issued pursuant to the Company’s registration statement filed with the SEC on Form S-8 on July 12, 2019. This letter, the Plan, your award agreement and certain documents incorporated by reference into the registration statement constitute the prospectus required under Section 10(a) of the Securities Act of 1933 and Part I of Form S-8. Upon exercise of your Award, common shares will be issued as free trading shares and, upon issuance, will not be subject to any resale restrictions, other than applicable federal and state restrictions on the sale of securities.
The Plan is not qualified under Section 401 of the Internal Revenue Code of 1986, as amended. You are urged to consult with a tax specialist as the issuance of shares upon exercise of your Award may trigger a taxable event. You may assign, hypothecate, or transfer your interest in the Award only pursuant to the terms of the Plan.
We will provide to you, without charge, upon written or oral request, the documents incorporated by reference in Item 3 of Part II of the registration statement, which documents are incorporated by reference in the Section 10(a) prospectus. We will also provide to you, without charge, upon written or oral request, the other documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests should be directed to Jacob D. Cohen as follows via standard mail at 11222 Richmond Avenue, Suite 195, Houston, TX 77082 or via email at jacob@amihcorp.com.
| Sincerely, | ||
| American International Holdings Corp. | ||
| By: | ||
| Printed: | Jacob D. Cohen | |
| Title: | Chief Executive Officer | |
|
Austin Legal Group |
||
|
|
Lawyers 3990 Old Town Ave, Ste A-101 San Diego, CA 92110
Licensed in California & Hawaii & Arizona Telephone (619) 924-9600
Facsimile (619) 881-0045 |
Writer’s Email: arden@austinlegalgroup.com |
American International Holdings Corp.
11222 Richmond Avenue, Suite 195
Houston, TX 77082
July 12, 2019
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as outside counsel to American International Holdings Corp., a Nevada corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form S-8, (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 10,000,000 shares (“Registered Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which may be issued upon the terms and subject to the conditions set forth in the American International Holdings Corp. 2019 Employee Stock Option Plan (the “Plan”).
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. 229.601(b)(5), in connection with the Registration Statement.
In connection with the opinion expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of our opinion, including: (i) the Company’s Articles of Incorporation and all amendments thereto; (ii) the Company’s Bylaws and all amendments thereto; (iii) the Plan; (iv) the Registration Statement; and (v) the applicable consents in lieu of meetings of the Company’s Board of Directors.
For purposes of expressing the opinion hereinafter set forth, we have assumed: (i) the genuineness of all signatures and documents; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to the originals of all documents submitted to us as copies; (iv) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter; (v) compliance with the terms of the Plan by the Company and all other parties; and (vi) that the resolutions authorizing the Company to issue or deliver and sell the shares pursuant to the Plan will be in full force and effect at all times at which the shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions.
Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Registered Shares have been duly authorized by the Company and, upon issuance and payment therefor in accordance with the terms of the Plan (and the awards issued thereunder), will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required by the Securities Act or the rules and regulations of the SEC promulgated thereunder. This opinion speaks as of today’s date and this firm undertakes no responsibility to update or amend this opinion should facts or circumstances change.
| Very truly yours, | |
| /s/ Austin Legal Group, APC |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement on Form S-8 of our report dated July 2, 2019, of American International Holdings Corp. relating to the audit of the financial statements for the period ending December 31, 2018 and 2017 and the reference to our firm under the caption “Experts” in the Registration Statement.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
July 12, 2019