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.
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.
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:
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 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: ___________________
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.
2.
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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%.
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3. Signatures:
Artificial Intelligence Technology Solutions Inc.
By: ___________________
Garett Parsons
President and CEO
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