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 14, 2022
| ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-55079 | 27-2343603 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 East Liberty, 6th Floor Reno, NV 89501 |
| (Address of principal executive offices) |
| 702-990-3271 |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
When used in this Current Report on Form 8-K, unless otherwise indicated, the terms the “Company,” “our,” or “we” refer to Artificial Intelligence Technology Solutions Inc. and its subsidiaries.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Background
On April 14, 2021, we adopted the 2021 Incentive Stock Plan (the “2021 Plan”) to promote the success of the Company by authorizing incentive awards to retain Directors, executives, selected Employees and Consultants, and reward participants for making major contributions to the success of the Company. The original 2021 Plan authorizes the granting of stock options, restricted stock, restricted stock units, stock appreciation rights and stock awards with a maximum of 5,000,000 shares of common stock that may be issued under the 2021 Plan.
Amendment to the 2021 Plan
On August 14, 2022, our Board of Directors and Consenting Shareholder, Steven Reinharz, approved an Amendment to the Plan amending Section 5(b) of the 2021 Plan to provide for the maximum number of common stock shares applicable to the Plan from 5,000,000 in the original April 14, 2021 Plan to 100,000,000 in the August 14, 2022 Amended Plan.
The foregoing description of the 2021 Plan and the August 14, 2022 Amended Plan is qualified in its entirety by reference to the provisions of the 2021 Plan and the August 14, 2022 Amendment, which are incorporated by reference. The August 14, 2022 Amendment is filed herein as Exhibit 10.2 to this current report on Form 8-K.
Unless otherwise indicated, the following exhibits are filed herewith:
ITEM 8.01. OTHER EVENTS
On August 16, 2022, we will be issuing a press release titled: “AITX Announces Employee Stock Ownership Plan (ESOP) Award”, which press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K with respect to Item 8.01 (including Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.
| Exhibit No. | Description of Exhibit | |
| 10.1 | 2021 Incentive Stock Plan of Artificial Intelligence Technology Solutions Inc. (Exhibit 10.1 filed as an exhibit to April 20, 2021 Form 8-K and hereby incorporated by reference) | |
| 10.2 | ||
| 99.1 | Press Release dated August 16, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*filed herein
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 hereunto duly authorized.
| Date: August 16, 2022 | ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. | |
| /s/ Steven Reinharz | ||
| Name: | Steven Reinharz | |
| Title: | President | |
Exhibit 10.2
AMENDMENT TO ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. 2021 INCENTIVE STOCK PLAN
This Amendment (the “Amendment”) to the Artificial Intelligence Technology Solutions, Inc. 2021 Incentive Stock Plan (the “Plan”) is effective as of August 14, 2022 (“Effective Date”).
WHEREAS the Board of Directors of the Corporation and Consenting Shareholder Steven Reinharz have approved the following Amendment to the Plan:
Amendment to Section 5(b) of the Plan amending the maximum number of shares appliable to the Plan from 5,000,000 to 100,000,000:
From (as stated in Original Plan).
“Number of Shares: Subject to adjustment as provided in Section 6(i) or Section 11 of the Plan, the total number of shares of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan shall not exceed five million (5,000,000) shares. If any Grant shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants as though not previously covered by a Grant.”
Amended to state:
Number of Shares: Subject to adjustment as provided in Section 6(i) or Section 11 of the Plan, the total number of shares of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan shall not exceed 100 million (100,000,000) shares. If any Grant shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants as though not previously covered by a Grant.
The undersigned, an authorized office of the Corporation, has caused this Amendment to be executed as of the Effective Date.
| ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. | ||
| By: | /s/ Steven Reinharz | |
| Steven Reinharz, Chief Executive Officer | ||
Exhibit 99.1
AITX Announces Employee Stock Ownership Plan (ESOP) Award
Team Members to Receive Company Shares, Tradeable in 4 Years
Detroit, Michigan, August 16, 2022 — Artificial Intelligence Technology Solutions, Inc., (OTCPK:AITX), today announced that employees of its subsidiaries are receiving stock awards that are expected to mature in 48 months.
“We want to reward our team members with company stock to ensure that their long-term objectives are in line with our investors,” said Steve Reinharz, CEO of AITX. “We announced this plan last year and we’re right on schedule with the delivery of these awards. We’re excited to see how employee stock ownership can potentially help generate greater value for the company, our investors and our clients.”
The full terms of the ESOP plan are public and can be found here:
The Company noted certain employee trading restrictions regarding the stock awards:
1. Team member’s stock awards will vest in 48 months, subject to certain terms and conditions. If the team member is no longer an employee in 48 months, any awarded stock is forfeited.
2. Prior to the stock vesting period, no awarded shares will be available for trading. No AITX team member may trade shares and compete with retail investors until the awards are vested. This is codified in the Company’s Insider Trading Policy that all team members are required to sign.
3. The Company expects to award additional shares to team members annually in August.
Robotic Assistance Devices (RAD) is a high-tech start-up that delivers robotics and artificial intelligence-based solutions that empower organizations to gain new insight, solve complex security challenges, and fuel new business ideas at reduced costs. RAD developed its advanced security robot technology from the ground up including circuit board design, and base code development. This allows RAD to have complete control over all design elements, performance, quality, and the user’s experience of all security robots whether SCOT™, ROSA™, Wally™, Wally HSO™, AVA™, ROAMEO™, CASSIE™, RIO™, or RAD Light My Way™. Read about how RAD is reinventing the security services industry by downloading the Autonomous Remote Services Industry Manifesto, and request a copy of the recently published ‘Navigating the New Economy: Jobs & Automation, Challenges & Opportunities’.
CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release other than statements of historical fact are “forward-looking statements” that are based on current expectations and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements, including, but not limited to, the following: the ability of Artificial Intelligence Technology Solutions to provide for its obligations, to provide working capital needs from operating revenues, to obtain additional financing needed for any future acquisitions, to meet competitive challenges and technological changes, to meet business and financial goals including projections and forecasts, and other risks. No information contained in this news release should be construed as any indication whatsoever of the Company’s future stock price, revenues, or results of operations. Artificial Intelligence Technology Solutions undertakes no duty to update any forward-looking statement(s) and/or to confirm the statement(s) to actual results or changes in Artificial Intelligence Technology Solutions expectations.
About Artificial Intelligence Technology Solutions (AITX)
AITX is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX’s RAD, RAD-M and RAD-G companies help organizations streamline operations, increase ROI, and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staffs and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education, and healthcare. To learn more, visit www.aitx.ai, stevereinharz.com, www.radsecurity.com and www.radlightmyway.com, or follow Steve Reinharz on Twitter @SteveReinharz.
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Steve Reinharz
949-636-7060
@SteveReinharz