0001300524 false 0001300524 2022-05-16
2022-05-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of Earliest Event Reported):
May 16, 2022
AMERICAN INTERNATIONAL HOLDINGS CORP.
name of registrant as specified in its charter)
or other jurisdiction
7950 Legacy Drive,
of principal executive offices) (Zip Code)
telephone number, including area code:
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.
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.
1800 Diagonal Convertible Note Transaction
May 13, 2022, effective May 16, 2022, American International
Holdings Corp. (the “Company”, “we” or “us”) entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC, an accredited
Diagonal”), pursuant to which the Company sold 1800 Diagonal
a convertible promissory note in the principal amount of $137,500
(the “1800 Diagonal
Note”). The 1800 Diagonal Note accrues interest at a rate of
6% per annum (22% upon the occurrence of an event of default) and
has a maturity date of May 13, 2023. The 1800 Diagonal Note
included an original issue discount of $9,050, and was purchased
for an aggregate of $128,450.
Company has the right to prepay the 1800 Diagonal Note at any time
during the first six months the note is outstanding at the rate of
120% of the unpaid principal amount of the note plus interest. The
1800 Diagonal Note may not be prepaid after the 180th
day following the issuance date, unless 1800 Diagonal agrees to
such repayment and such terms.
Diagonal may in its option, at any time beginning 180 days after
the date of the note, convert the outstanding principal and
interest on the 1800 Diagonal Note into shares of our common stock
at a conversion price per share equal to 75% of the lowest daily
volume weighted average price (“VWAP”) of our common stock
during the 7 days trading days prior to the date of conversion;
provided that such conversion price cannot be lower than 75% of the
VWAP on May 13, 2022, provided that if the daily VWAP on any 7
consecutive trading days is ever less than the then applicable
floor price, the applicable floor price is reduced to 75% of the
VWAP on such seventh trading day. We agreed to reserve three and
one half times the number of shares of our common stock which may
be issuable upon conversion of the 1800 Diagonal Note at all times
(initially 1,527,777 shares of common stock).
1800 Diagonal Note provides for standard and customary events of
default such as failing to timely make payments under the 1800
Diagonal Note when due, the failure of the Company to timely comply
with the Securities Exchange Act of 1934, as amended, reporting
requirements and the failure to maintain a listing on the OTC
Markets. The 1800 Diagonal Note also contains customary positive
and negative covenants. The 1800 Diagonal Note includes penalties
and damages payable to 1800 Diagonal in the event we do not comply
with the terms of such note, including in the event we do not issue
shares of common stock to 1800 Diagonal upon conversion of the note
within the time periods set forth therein. Additionally, upon the
occurrence of certain defaults, as described in the 1800 Diagonal
Note, we are required to pay 1800 Diagonal liquidated damages in
addition to the amount owed under the 1800 Diagonal Note (including
in some cases up to 300% of the amount of the note and in other
cases the value of the shares which 1800 Diagonal could have been
issued upon the full conversion of the note after including default
fees equal to 150% of the amount of such note).
1800 Diagonal Note also includes a right of first refusal which
prevents the Company from undertaking a financing in an amount less
than $150,000 in the nine months following the date of the 1800
Diagonal Note, without first providing 1800 Diagonal a right of
first refusal to provide such funding on proposed terms.
time may the 1800 Diagonal Note be converted into shares of our
common stock if such conversion would result in 1800 Diagonal and
its affiliates owning an aggregate of in excess of 4.99% of the
then outstanding shares of our common stock.
hope to repay the 1800 Diagonal Note prior to any conversion. In
the event that the 1800 Diagonal Note is not repaid in cash in its
entirety, Company shareholders may suffer significant dilution if,
and to the extent that, the balance of the 1800 Diagonal Note is
converted into common stock.
description of the 1800 Diagonal Note and Securities Purchase
Agreement above is not complete and is qualified in its entirety by
the full text of the 1800 Diagonal Note and Securities Purchase
Agreement, filed herewith as Exhibits 10.2 and 10.1, respectively, which are
incorporated by reference in this Item 1.01.
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
information set forth in Item 1.01 of this Current
Report on Form 8-K relating to the 1800 Diagonal Note is
incorporated by reference in its entirety into this Item 2.03.
3.02 Unregistered Sales of Equity Securities.
described above in Item
1.01, which disclosures are incorporated by reference in
this Item 3.02 in
their entirety, on May 13, 2022, effective May 16, 2022, we sold
1800 Diagonal the 1800 Diagonal Note in the principal amount of
$137,500. The 1800 Diagonal Note is convertible into our common
stock at a discount to the trading price of our common stock as
described in greater detail above. We claim an exemption from
registration for the issuance of such convertible notes 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
recipient was an “accredited investor” and
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
no event of default occurs under the 1800 Diagonal Note, the
principal amount, and accrued interest on the 1800 Diagonal Note
through maturity, could, 180 days following the date of the note,
convert into a maximum of 359,477 shares of our common stock, based
on a conversion price equal to $0.3825 per share (a 25% discount to
the approximate $0.51, lowest VWAP in the 7 trading days prior to
the filing date of this Report), which amount is subject to change
(and increase) based on the lowest VWAP during the 10 days trading
days prior to, and including, the date of conversion and the other
terms of the note, and may not represent the current conversion
price of the note.
3.03. Material Modification to Rights of Security
information regarding the 1800 Diagonal Note described in
Item 1.01, above,
is incorporated by reference into this Item 3.03 in its
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On and effective on May 19, 2022, Dr. Craig A. Hewitt resigned as
Chief Financial Officer and Principal Financial/Accounting Officer
of the Company). Dr. Hewitt’s resignation was not the result of any
dispute related to accounting policies or internal controls or any
other disagreement with the Company. Dr. Hewitt had served as Chief
Financial Officer and Principal Financial/Accounting Officer since
March 30, 2022.
As a result of Dr. Hewitt’s resignation as discussed above, Mr.
Jacob D. Cohen, the Chief Executive Officer of the Company became
the acting Principal Financial/Accounting Officer of the Company
effective May 19, 2022.
Company will not enter into any new compensatory arrangements with
Mr. Cohen in connection with his new roles as described
result of Dr. Hewitt’s resignation, the February 11, 2022
Confidential Employment Offer Letter and Summary of Terms and
Conditions entered into between the Company and Dr. Hewitt was
terminated on May 19, 2022.
9.01 Financial Statements and Exhibits.
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.
May 20, 2022
Jacob D. Cohen
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