Current Report Filing (8-k)
March 18 2021 - 3:45PM
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): March 8, 2021
AMERICAN
INTERNATIONAL HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-50912
|
|
88-0225318
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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:
[ ]
|
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: 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
1.01 Entry into a Material Definitive Agreement.
On
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.
Pursuant
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 Agreement.
As
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.
The
Consulting Agreement contains customary confidentiality requirements binding the parties and indemnification requirements binding
on the Company.
*
* * * *
The
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.
Item
3.02 Unregistered Sales of Equity Securities.
As
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
therefrom.
Item
8.01 Other Events.
On
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.
On
March 17, 2021, the Board of Directors appointed Mr. Kevin Harrington to the Advisory Board.
On
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 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed herewith.
*
Filed herewith.
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.
|
AMERICAN
INTERNATIONAL HOLDINGS CORP.
|
|
|
|
Dated:
March 18, 2021
|
By:
|
/s/
Jacob D. Cohen
|
|
Name:
|
Jacob
D. Cohen
|
|
|
Chief
Executive Officer
|
American (CE) (USOTC:AMIH)
Historical Stock Chart
From Mar 2024 to Apr 2024
American (CE) (USOTC:AMIH)
Historical Stock Chart
From Apr 2023 to Apr 2024