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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[X]
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Definitive Information
Statement
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ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
(Name of
Registrant as Specified In Its Charter)
Payment of Filing Fee (Check
appropriate box):
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[X]
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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)
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Title of each class of
securities to which transaction
applies: Not Applicable
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(2)
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Aggregate number of
securities to which transaction
applies: Not Applicable
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(3)
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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)
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Proposed maximum aggregate
value of transaction: Not
Applicable
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(5)
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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)
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Amount Previously
Paid: Not Applicable
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(2)
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Form, Schedule or
Registration Statement No.: Not
Applicable
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(3)
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Filing
Party: Not Applicable
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(4)
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Date
Filed: Not Applicable
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ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
1 East
Liberty, 6th Floor
Reno, Nevada,
89501
December 16,
2019
Dear Stockholder:
This
Information Statement is 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”).
Our Board of Directors approved on December 4, 2019, and
recommended the approval by our stockholders, of the following
corporate action (“Corporate Action”):
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1.
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To effectuate a 10,000:1
Reverse Stock Split of the Company’s Common Stock (the “Reverse
Split”).
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Certain of
our stockholders, holding a majority of our voting power on
December 6, 2019 (the “Record Date”), approved the Corporate Action
by written consent in lieu of a special meeting of
stockholders.
As a matter
of regulatory compliance, we are sending to you this Information
Statement which describes the purpose and provisions of the
contemplated Corporate Action.
For the
Board of Directors of
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
By: /s/ Garett Parsons
Garett
Parsons
President
and CEO
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
1 East
Liberty, 6th Floor
Reno, Nevada,
89501
December 16,
2019
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
We are sending you this
Information Statement to inform you of the adoption of the
Corporate Action and the amendment to the Company’s Articles of
Incorporation (the “Amendment”), on December 6, 2019, by a vote of
stockholders holding a majority of the Company’s voting power. The
purpose of this Information Statement is to provide notice that the
Company’s majority stockholders, holding an aggregate of
7,703,373,718 votes, representing 66.7% of the voting power of the
Company as of the Record Date, executed a written consent
authorizing and approving the following corporate action (the
“Corporate Action”):
1. The Reverse
Stock Split
The Certificate of Amendment
to the Company’s Articles of Incorporation for the Reverse Stock
Split is attached hereto as Exhibit A.
The adoption of the Reverse
Stock Split, will become effective no earlier than 20 calendar days
after the mailing of this Information Statement. The Board of
Directors is not soliciting your proxy in connection with the
adoption of this Corporate Action and proxies are not being
requested from stockholders.
The Company is distributing
this Information Statement to its stockholders in full satisfaction
of any notice requirements it may have under the Nevada Revised
Statutes. No additional action will be undertaken by the Company
with respect to the receipt of written consents, and no dissenters’
rights with respect to the receipt of the written consents, and no
dissenters’ rights under the Nevada Revised Statutes are afforded
to the Company’s stockholders as a result of the adoption of this
Corporate Action.
Expenses in connection with
the distribution of this Information Statement, will be paid by the
Company.
This Information Statement is
being mailed on or about December 16, 2019 to all Stockholders of
record as of the Record Date.
- 1 -
VOTE REQUIRED;
MANNER OF APPROVAL
Approval to amend and restate
the current Articles of Incorporation of the Company under the
Nevada Revised Statutes (“NRS”) requires the affirmative vote of
the holders of a majority of the voting power of the Company.
Section 78.320 of the NRS
provides, in substance, that, unless the Company’s Articles of
Incorporation provides otherwise, stockholders may take action
without a meeting of stockholders and without prior notice if a
consent or consents in writing, setting 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 such action at a stockholders meeting. Under the applicable
provisions of the NRS, this action is effective when written
consents from holders of record of a majority of the outstanding
voting power are executed and delivered to the Company.
In accordance with the NRS,
the affirmative vote on the Corporate Action of at least a majority
of the outstanding voting power has been obtained. As a result, no
vote or proxy is required by the stockholders to approve the
Corporate Action.
Under Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended (the “Act”),
the Corporate Action cannot take effect prior to the filing of a
Certificate of Amendment with the Nevada Secretary of State
approximately twenty (20) days after the Mailing Date, which is
anticipated to be on or about January 6, 2020.
Further, we will notify the
Financial Industry Regulatory Authority (” FINRA “) by filing the
Issuer Company Related Action Notification Form of the Reverse
Stock Split. Our failure to provide such notice may constitute
fraud under Section 10 of the Exchange Act.
OTHER
INFORMATION REGARDING THE COMPANY
As of the record date, there
were 3,851,686,859 shares of our Common Stock issued and
outstanding, 4,350,000 shares of Series E Preferred Stock issued
and outstanding and 3,450 shares of Series F Preferred Stock issued
and outstanding. The total aggregate of all of the shares of Series
E Preferred Stock as a group are entitled to take action by written
consent or vote equal to 66.7% of the total voting shares
outstanding. For the approval of the Corporate Action, the Company
received written consents from 2 stockholders of the Company
together holding 66.7% of the voting power of the Company.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth certain information concerning the number of shares of the
Company’s stock owned beneficially as of the Record Date by: (i)
each person (including any group) known by the Company to own more
than five percent (5%) of any class of its voting securities, (ii)
each of the Company’s directors and each of its named executive
officers, and (iii) officers and directors as a group. Unless
otherwise indicated, the stockholders listed possess sole voting
and investment power with respect to the shares shown.
For purposes of this table, a
person is deemed to be the beneficial owner of any shares of Common
Stock (i) over which the person has or shares, directly or
indirectly, voting or investment power, or (ii) of which the person
has a right to acquire beneficial ownership at any time within 60
days after the Record Date. “Voting power” is the power to
vote or direct the voting of shares and “investment power” includes
the power to dispose or direct the disposition of shares.
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Title of Class
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Name of
Beneficial
Owner
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Amount and
Nature of
Beneficial
Ownership
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Percentage of
Series E
Preferred
Stock
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Percentage of
Series F
Preferred
Stock
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Percentage of
Voting
control (4)
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DIRECTORS
AND OFFICERS
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Series E
Preferred Stock
Series F
Preferred Stock
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Garett
Parsons
Director
CEO,
President
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1,000,000
Direct
1,000 (1)
Indirect
(2)
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23%
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29%
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15.4%
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5%
STOCKHOLDERS
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Series E
Preferred Stock
Series F
Preferred Stock
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Steve
Reinharz
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3,350,000
Direct
2,450 (3)
Direct
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77%
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71%
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51.3%
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Notes
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(1)
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The Series F Preferred Shares
are convertible into shares of our Common Stock, such that, had Mr.
Parsons converted all of the 1,000 Series F Convertible Preferred
Stock held by him as of the Record Date, he would receive
3,853,612,703 shares of the Company’s Common stock.
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(2)
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Said shares are held by
Capital Venture Holdings LLC, of which Mr. Parsons is the sole
member and he is thus deemed beneficial owner of the shares.
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(3)
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The Series F Preferred Shares
are convertible into shares of our Common Stock, such that, had Mr.
Reinharz converted all of the 2,450 Series F Convertible Preferred
Stock held by him as of the Record Date, he would receive
9,434,706,961 shares of the Company’s Common Stock.
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(4)
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The outstanding shares of
Series E preferred stock have the right to take action by written
consent or vote based on the number of votes equal to twice the
number of votes of all outstanding shares of common stock. As a
result, all of the holders of Series E Preferred Stock, together as
a group have 2/3rds of the voting power of all shareholders at any
time corporate action requires a vote of shareholders. The total
issued and outstanding 4,350,000 Series E Preferred Shares in the
aggregate, carry the voting power of 66.7% of the Company’s voting
capital, representing 7,703,373,718 votes as of the Record
Date.
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PROPOSAL NUMBER
ONE
APPROVAL OF THE REVERSE
STOCK SPLIT
GENERAL
The Board approved a
resolution to effectuate a 10,000:1 reverse stock split. Under this
reverse stock split each 10,000 shares of our Common Stock will be
automatically converted into 1 share of Common Stock. To avoid the
issuance of fractional shares of Common Stock, the Company will
issue an additional share to all holders of fractional shares.
PLEASE NOTE THAT THE
REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY
INTEREST IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR
CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PLEASE NOTE THAT THE
REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY
INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE
TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED
SHARES WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES ISSUED AND
OUTSTANDING WILL BE REDUCED 10,000-FOLD.
PURPOSE AND MATERIAL
EFFECTS OF THE REVERSE STOCK SPLIT
The Board of Directors
believe that, among other reasons, the number of outstanding shares
of our Common Stock has made it difficult to attract new investors
and potential business candidates. As a result, the Board of
Directors has proposed the Reverse Stock Split as one method to
attract business opportunities in the Company.
When a company engages in a
reverse stock split, it substitutes one share of stock for a
predetermined amount of shares of stock. It does not increase the
market capitalization of the company.
We believe that the Reverse
Stock Split may improve the price level of our Common Stock and
that the higher share price could help generate interest in the
Company among investors and other business opportunities. However,
the effect of the Reverse Stock Split upon the market price for our
Common Stock cannot be predicted, and the history of similar stock
split combinations for companies in like circumstances is varied.
There can be no assurance that the market price per share of our
Common Stock after the Reverse Stock Split will rise in proportion
to the reduction in the number of shares of Common Stock
outstanding resulting from the reverse split. The market price of
our Common Stock may also be based on our performance and other
factors, some of which may be unrelated to the number of shares
outstanding.
The Reverse Stock Split will
affect all of our stockholders uniformly and will not affect any
stockholder’s percentage ownership interest in the Company or
proportionate voting power, except to the extent that the Reverse
Stock Split results in any of our stockholders owning a fractional
share. All stockholders holding a fractional share shall be issued
an additional share. The principal effect of the Reverse Stock
Split will be that the number of shares of Common Stock issued and
outstanding will be reduced from 3,851,686,859 shares of Common
Stock as of the Record Date to approximately 385,169 shares
(depending on the number of fractional shares that are issued or
cancelled). The Reverse Stock Split will not affect the shares of
Series E Preferred Stock of which 4,350,000 are issued and
outstanding and/or the shares of Series F Preferred Stock of which
3,450 are issued and outstanding and/or the shares of Series G
Preferred Stock, of which no shares are issued and outstanding. The
number of authorized shares of Common Stock and its par value will
not be affected.
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PLANS, PROPOSALS OR
ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF COMMON
STOCK
The main purpose of
completing this Reverse Stock Split is to increase the amount of
shares available in order to have the ability to issue shares and
attract investors. The Company has not entered into any
agreements whereby it has agreed to issue the newly available
shares.
FRACTIONAL SHARES
We will not issue fractional
certificates for post- Reverse Stock Split shares in connection
with the Reverse Stock Split. Instead, an additional share shall be
issued to all holders of a fractional share. To the extent any
holders of pre- Reverse Stock Split shares are entitled to
fractional shares as a result of the Reverse Stock Split, the
Company will issue an additional share to all holders of
fractional shares.
STOCKHOLDERS SHOULD NOT
DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES WITHOUT BEING ASKED TO DO SO.
FEDERAL INCOME TAX
CONSEQUENCES
The following discussion is a
summary of certain United States federal income tax consequences of
the Reverse Stock Split to us and stockholders of our common stock.
It does not purport to be a complete discussion of all of the
possible federal income tax consequences of the Reverse Stock Split
and is included for general information only. This discussion is
based on laws, regulations, rulings and decisions in effect on the
date hereof, all of which are subject to change (possibly with
retroactive effect) and to differing interpretations. This
discussion only applies to stockholders that are U.S. persons as
defined in the Internal Revenue Code of 1986, as amended, and does
not describe all of the tax consequences that may be relevant to a
stockholder in light of his particular circumstances or to
stockholders subject to special rules (such as dealers in
securities, financial institutions, insurance companies, tax-exempt
organizations, foreign individuals and entities, and persons who
acquired their common stock as compensation). In
addition, this summary is limited to stockholders that hold their
common stock as capital assets. This discussion also does not
address any tax consequences arising under the laws of any state,
local or foreign jurisdiction or alternative minimum tax
consequences. The tax treatment of each stockholder may vary
depending upon the particular facts and circumstances of such
stockholder.
We have not sought and will
not seek an opinion of counsel or a ruling from the Internal
Revenue Service regarding the federal income tax consequences of
the Reverse Stock Split. We believe, however, that because the
Reverse Stock Split is not part of a plan to periodically increase
or decrease any stockholder’s proportionate interest in the assets
or earnings and profits of our company, the Reverse Stock Split
should have the federal income tax effects described below:
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The
exchange of pre-split shares for post-split shares should not
result in recognition of gain or loss for federal income tax
purposes.
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The
stockholder’s aggregate tax basis in the post-split shares would
equal that stockholder’s aggregate tax basis in the pre-split
shares.
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The
stockholder’s holding period for the post-split shares will include
such stockholder’s holding period for the pre-split shares.
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Provided that a stockholder
held the pre-split shares as a capital asset, the post-split shares
received in exchange therefor would also be held as a capital
asset.
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We believe that our Company
should not recognize gain or loss as a result of the Reverse Stock
Split. Our view regarding the tax consequences of the
Reverse Stock Split is not binding on the Internal Revenue Service
or the courts. We urge all stockholders to consult their own tax
advisers to determine the particular federal, state, local and
foreign tax consequences to each of them of the Reverse Stock
Split.
TO ENSURE COMPLIANCE WITH
TREASURY DEPARTMENT CIRCULAR 230, STOCKHOLDERS ARE HEREBY NOTIFIED
THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS INFORMATION
STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT
BE RELIED UPON BY STOCKHOLDERS FOR THE PURPOSE OF AVOIDING
PENALTIES THAT MAY BE IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL
REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE COMPANY
IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING
OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN; AND (C) STOCKHOLDERS SHOULD SEEK ADVICE BASED ON
THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
Stockholders of record of the
Common Stock as of the Record Date shall have their total shares
reduced on the basis of one post-split share of Common Stock for
every 10,000 pre-split shares outstanding.
This action has been approved
by the Board and the written consents of the holders of the
majority of the outstanding voting capital stock of the
Company.
AMENDED CERTIFICATE OF
INCORPORATION
Upon the effectiveness and on
the date that is twenty (20) days following the mailing of this
Information Statement, the Board of Directors shall have the
Company’s Amendment to the Certificate of Incorporation filed with
the State of Nevada in order to effect the Reverse Stock Split.
WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Corporation Action and
Effective Time
The Corporate Action will
become effective on the date that we file the Certificate of
Amendment with the Secretary of State of the State of Nevada. We
intend to file the Amendment to the Certificate of Incorporation of
the Company (the “Amendment”) promptly after the twentieth (20th)
day following the date on which this Information Statement is
mailed to the Stockholders.
Notwithstanding the
foregoing, we will notify FINRA of the intended Corporate Action by
filing the Issuer Company Related Action Notification Form. Our
failure to provide such notice may constitute fraud under Section
10 of the Exchange Act.
INTEREST OF CERTAIN PERSONS
IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON
No director, executive
officer, associate of any officer or director or executive officer,
or any other person has any interest, direct or indirect, by
security holdings or otherwise, in the amendment to the Certificate
of Incorporation referenced herein which is not shared by the
majority of the stockholders.
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OTHER MATTERS
If you and others who share
your mailing address own Common Stock in street name, meaning
through bank or brokerage accounts, you may have received a notice
that your household will receive only one annual report and proxy
statement from each company whose stock is held in such accounts.
This practice, known as “householding” is designed to reduce the
volume of duplicate information and reduce printing and postage
costs. Unless you responded that you did not want to participate in
householding, you were deemed to have consented to it, and a single
copy of this Information Statement has been sent to your address.
Each stockholder will continue to receive a separate notice.
If you would like to receive
an individual copy of this Information Statement, we will promptly
send a copy to you upon request by mail to the Company at 1 East
Liberty, 6th Floor , Reno, Nevada, 89501, or by calling
(702) 990-3271. This document is also available in digital form for
download or review by visiting the website of the Securities and
Exchange Commission at www.sec.gov.
ADDITIONAL INFORMATION
We are subject to the
informational requirements of the Securities Exchange Act of 1934,
as amended, and in accordance with the requirements thereof, file
reports, proxy statements and other information with the Securities
and Exchange Commission (“SEC”). Copies of these reports, proxy
statements and other information can be obtained at the SEC’s
public reference facilities at Judiciary Plaza, Room 1024, 450
Fifth Street, N.W., Washington, D.C., 20549. Additionally, these
filings may be viewed at the SEC’s website at
http://www.sec.gov.
The
following documents as filed with the Commission by the Company are
incorporated herein by reference:
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1.
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Quarterly Report on Form
10-Q and
10-Q/A for the quarter ended August 31, 2019;
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2.
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Quarterly Report on Form
10-Q and
10-Q/A for the quarter ended May 31, 2019;
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3.
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Annual
Report on Form
10-K,
10-K/A1 and
10-K/A2 for the year ended February 28, 2019; and
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4.
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Quarterly Report on Form
10-Q and
10-Q/A for the quarter ended November 30, 2018.
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SIGNATURE
Pursuant to the requirements
of the Exchange Act of 1934, as amended, the Registrant has duly
caused this Information Statement to be signed on its behalf by the
undersigned hereunto authorized.
BY ORDER
OF THE BOARD OF DIRECTORS
ROBOTIC
ASSISTANCE TECHNOLOGY INC.
By: /s/ Garett Parsons
Garett
Parsons
President
and CEO
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EXHIBIT
A
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
FOR PROFIT NEVADA
CORPORATIONS
(Pursuant to NRS 78.385 and
78.390 - After Issuance of Stock)
The Articles of Incorporation
of Artificial Intelligence Technologies Inc. are amended as
follows:
1. Article V
shall be modified as follows:
ARTICLE
V
CAPITAL
STOCK
Common
Stock Reverse Stock Split
On the
effective date of this Certificate of Amendment, the Corporation
shall effect a reverse stock split in its issued and outstanding
shares of Common Stock so that the shares currently issued and
outstanding shall be a reverse split on a 10,000:1 basis, and all
pre-split certificates held by stockholders shall be adjusted on
the Corporation’s books to reflect the 10,000:1 reverse stock
split, such that each 10,000 shares of Common Stock, $0.00001 par
value, held by them prior to the reverse stock split shall be
recorded as one share of the Corporation’s post-split Common Stock,
$0.00001 par value. No fractional shares will be issued in
connection with the reverse stock split and any fractional interest
will be rounded up to the nearest whole share. The reverse stock
split will not result in any modification of the rights of
stockholders and will have no effect on the stockholders’ equity in
the Corporation except for a transfer from stated capital to
additional paid-in capital. The par value and authorized share
capital of the Common Stock shall remain unchanged by the reverse
stock split and no other series of stock shall be affected. Except
as specifically provided herein, the Corporation’s Articles of
Incorporation shall remain unmodified and shall continue in full
force and effect.
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The vote by which the
stockholders holding shares in the Corporation entitling them to
exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions
of the articles of incorporation have voted in favor of the
amendment is: 66.7%. |
3. Signatures:
Artificial Intelligence Technology Solutions Inc.
By: /s/ Garett Parsons
Garett
Parsons
President
and CEO
- 8 -
