Current Report Filing (8-k)
June 10 2020 - 5:31PM
Edgar (US Regulatory)
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): May 22, 2020
AMERICAN
INTERNATIONAL HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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000-50912
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88-0225318
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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3990
Vitruvian Way, Suite 1152, Addison, Texas 75001
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (972) 803-5337
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
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
3.02 Unregistered Sales of Equity Securities.
On
May 22, 2020, (a) in consideration for Mr. Jacob Cohen’s past services rendered as President and Chief Executive Officer
of American International Holdings Corp. (the “Company”, “we” or “us”),
and in further consideration of the liability he has incurred in his capacity as President and Chief Executive Officer of the
Company, and (b) in consideration for Mr. Esteban Alexander’s past services rendered as Chief Operating Officer of the Company,
and in further consideration of the liability he has incurred in his capacity as Chief Operating Officer of the Company, the Company
issued Mr. Cohen and Mr. Alexander each a one-time bonus of 3,000,000 shares of the Company’s restricted common stock (6,000,000
in total), which shares vested immediately.
We
claim an exemption from registration for the issuance of such shares pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation
D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances did not involve
a public offering, the recipients were “accredited investors”, and the recipients acquired the securities for
investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities
were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing
issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and
the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered
under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(e)
The
description of the stock bonuses issued to Mr. Cohen and Mr. Alexander in Item 3.02 above are incorporated by reference
into this Item 5.02 in their entirety.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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AMERICAN INTERNATIONAL HOLDINGS
CORP.
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Dated: June 10, 2020
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By:
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/s/
Jacob D. Cohen
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Name:
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Jacob D. Cohen
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Chief Executive Officer
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American (CE) (USOTC:AMIH)
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