AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of Earliest Event Reported): March 8,
AMERICAN INTERNATIONAL HOLDINGS CORP.
name of registrant as specified in its charter)
or other jurisdiction
3990 Vitruvian Way, Suite 1152, Addison, Texas
of principal executive offices) (Zip Code)
telephone number, including area code: (972)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act: None.
growth company [ ]
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.
1.01 Entry into a Material Definitive Agreement.
March 8, 2021, American International Holdings Corp. (the
“Company”, “we” and “us”) entered into a
Consulting Agreement with KBHS, LLC (“KBHS”), whose Chief Executive
Officer is Mr. Kevin Harrington.
to the Consulting Agreement, KBHS agreed to provide consulting
services to the Company as the Company’s Brand Ambassador,
including providing endorsement services and advising on marketing,
promotions, acquisitions, licensing and business development. KBHS
also agreed to up to four webinar appearances on behalf of the
Company per year to support the Company’s direct sales efforts. The
Consulting Agreement has a term of two years, and can be terminated
with ten days prior written notice (subject to applicable cure
rights set forth in the Consulting Agreement), in the event we or
KBHS breach any term of the agreement, or we fail to pay any
amounts due, become subject to any government regulatory
investigation, certain lawsuits, claims, actions or take certain
other actions during the term of the Consulting
consideration for providing the services under the Consulting
Agreement, we agreed to issue KBHS 1.5 million shares of restricted
common stock, which vest immediately upon issuance, to pay KBHS
$10,000 per month, and agreed to pay KBHS a 5% finder’s fee on any
new business introduced or developed by KBHS and 7.5% of the value
of any acquisition or merger created or developed exclusively by
KBHS, undertaken by the Company, subject to applicable laws. In the
event we fail to pay any consideration due under the Consulting
Agreement, such amount accrues interest at the rate of 1.5% per
month until paid in full.
Consulting Agreement contains customary confidentiality
requirements binding the parties and indemnification requirements
binding on the Company.
* * *
foregoing description of the Consulting Agreement is not complete,
and is qualified in its entirety by the full text of such
agreement, attached hereto as Exhibit 10.1, which is
incorporated by reference herein.
3.02 Unregistered Sales of Equity Securities.
described in greater detail above in Item 1.01, which
information is incorporated by reference into this Item 3.02
in its entirety, pursuant to the Consulting Agreement we agreed to
issue KBHS 1.5 million shares of common stock. We plan to claim an
exemption from registration for such issuance 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
issuance will not involve a public offering, the recipient is (i)
an “accredited investor”; and/or (ii) had access to similar
documentation and information as would be required in a
Registration Statement under the Securities Act. The securities
will be subject to transfer restrictions, and the
certificates/book-entry notations evidencing the securities will
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
8.01 Other Events.
March 17, 2021, the Company formed an Advisory Board to provide
guidance to the Board of Directors (currently consisting solely of
Jacob D. Cohen), regarding business development, marketing,
acquisitions and other growth initiatives, and on such other
matters as the Board of Directors may from time to time request
input and guidance on. The Advisory Board has no authority to bind
the Company or the Board of Directors on any matters and was formed
only to provide the director(s) non-binding guidance and advice as
requested by the Directors from time to time.
March 17, 2021, the Board of Directors appointed Mr. Kevin
Harrington to the Advisory Board.
March 18, 2021, the Company issued a press release announcing the
appointment of Mr. Harrington to the Advisory Board. A copy of the
press release is filed as Exhibit 99.1 to this Form
9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed herewith.
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.
INTERNATIONAL HOLDINGS CORP.
March 18, 2021
Jacob D. Cohen