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\n –02-28
\n 0001498148<\/p>\n
0001498148<\/p>\n
2026-07-14
\n 2026-07-14<\/p>\n
iso4217:USD<\/p>\n
xbrli:shares<\/p>\n
iso4217:USD<\/p>\n
xbrli:shares<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
UNITED
\nSTATES<\/p>\n
SECURITIES
\nAND EXCHANGE COMMISSION<\/p>\n
Washington,
\nD.C. 20549<\/p>\n
\u00a0<\/p>\n
FORM
\n8-K<\/p>\n
\u00a0<\/p>\n
CURRENT
\nREPORT<\/p>\n
Pursuant
\nto Section 13 or 15(d) of the Securities Exchange Act of 1934<\/p>\n
\u00a0<\/p>\n
Date
\nof Report (Date of earliest event reported): July 14, 2026<\/p>\n
\u00a0<\/p>\n
ARTIFICIAL
\nINTELLIGENCE TECHNOLOGY SOLUTIONS, INC.<\/p>\n
(Exact
\nname of registrant as specified in its charter)<\/p>\n
\u00a0<\/p>\n
Nevada
\n \u00a0
\n 000-54270
\n \u00a0
\n 87-0479286<\/p>\n
(State or other jurisdiction<\/p>\n
of incorporation)<\/p>\n
\u00a0<\/p>\n
(Commission<\/p>\n
File Number)<\/p>\n
\u00a0<\/p>\n
(IRS Employer<\/p>\n
Identification No.)<\/p>\n
\u00a0<\/p>\n
10800
\nGalaxie Avenue, Ferndale, Michigan 48220<\/p>\n
(Address
\nof principal executive offices, including zip code)<\/p>\n
\u00a0<\/p>\n
(877)
\n727-8477<\/p>\n
(Registrant\u2019s
\ntelephone number, including area code)<\/p>\n
\u00a0<\/p>\n
Not
\nApplicable<\/p>\n
(Former
\nname or former address, if changed since last report)<\/p>\n
\u00a0<\/p>\n
Check
\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
\nany of the following provisions:<\/p>\n
\u00a0<\/p>\n
\u2610
\n Written communications pursuant
\n to Rule 425 under the Securities Act (17 CFR 230.425)<\/p>\n
\u00a0
\n \u00a0<\/p>\n
\u2610
\n Soliciting material pursuant to Rule 14a-12 under the
\n Exchange Act (17 CFR 240.14a-12)<\/p>\n
\u00a0
\n \u00a0<\/p>\n
\u2610
\n Pre-commencement communications pursuant to Rule 14d-2(b)
\n under the Exchange Act (17 CFR 240.14d-2(b))<\/p>\n
\u00a0
\n \u00a0<\/p>\n
\u2610
\n Pre-commencement communications pursuant to Rule 13e-4(c)
\n under the Exchange Act (17 CFR 240.13e-4(c))<\/p>\n
\u00a0<\/p>\n
Securities
\nregistered pursuant to Section 12(b) of the Act: None.<\/p>\n
\u00a0<\/p>\n
Indicate
\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (\u00a7230.405
\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (\u00a7240.12b-2 of this chapter). \u2610<\/p>\n
\u00a0<\/p>\n
If
\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. \u2610<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Item
\n5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.<\/p>\n
\u00a0<\/p>\n
As
\npreviously disclosed, on March 19, 2026, the Board of Directors (the \u201cBoard\u201d) of Artificial Intelligence Technology Solutions,
\nInc. (the \u201cCompany\u201d) and the holder of a majority of the Company\u2019s voting power approved, by written consent in lieu
\nof a meeting, a Certificate of Amendment to the Company\u2019s Articles of Incorporation (the \u201cCertificate of Amendment\u201d)
\nto decrease the Company\u2019s authorized common stock, par value $0.00001 per share (\u201cCommon Stock\u201d), by 15,500,000,000
\nshares, from 27,500,000,000 shares to 12,000,000,000 shares, resulting in total authorized capitalization of 12,020,000,000 shares, consisting
\nof 12,000,000,000 shares of Common Stock and 20,000,000 shares of preferred stock (the \u201cAuthorized Share Decrease\u201d). The
\nAuthorized Share Decrease was described in the Company\u2019s Preliminary Information Statement on Schedule 14C filed with the Securities
\nand Exchange Commission (the \u201cCommission\u201d) on March 20, 2026 and its Definitive Information Statement on Schedule 14C filed
\nwith the Commission on March 30, 2026 (collectively, the \u201cInformation Statements\u201d).<\/p>\n
\u00a0<\/p>\n
As
\ndisclosed in the Information Statement, the Certificate of Amendment was not to be filed with the Secretary of State of the State of
\nNevada (the \u201cNevada Secretary of State\u201d) until at least 20 calendar days after the mailing of the Definitive Information
\nStatement to shareholders of record, and the Authorized Share Decrease would not become effective unless and until the Certificate of
\nAmendment was accepted for filing by the Nevada Secretary of State.<\/p>\n
\u00a0<\/p>\n
On
\nJuly 15, 2026, the Nevada Secretary of State accepted for filing the Certificate of Amendment, and the Authorized Share Decrease
\nbecame effective as of that date. As a result, effective July 15, 2026, the total number of shares of all classes that the Company
\nhas authority to issue is 12,020,000,000 shares, consisting of 12,000,000,000 shares of Common Stock, par value $0.00001 per share, and
\n20,000,000 shares of preferred stock, par value $0.00001 per share.<\/p>\n
\u00a0<\/p>\n
A
\ncopy of the Certificate of Amendment, as accepted for filing by the Nevada Secretary of State, is filed as Exhibit 3.1 to this Current
\nReport on Form 8-K and is incorporated herein by reference. The foregoing description of the Certificate of Amendment does not purport
\nto be complete and is qualified in its entirety by reference to Exhibit 3.1.<\/p>\n
\u00a0<\/p>\n
Item
\n8.01 Other Events.<\/p>\n
\u00a0<\/p>\n
Correction
\nof Prior Disclosure Regarding Effectiveness of the Authorized Share Decrease<\/p>\n
\u00a0<\/p>\n
As
\ndisclosed above under Item 5.03, the Company has determined that the Certificate of Amendment effecting the Authorized Share Decrease
\nfrom 27,500,000,000 shares to 12,000,000,000 shares of authorized Common Stock, although approved by written consent of the Board and
\nthe Company\u2019s majority shareholder on March 19, 2026, was inadvertently not filed with, and therefore was not accepted for filing
\nby, the Nevada Secretary of State at that time. As a result, the Authorized Share Decrease did not become legally effective on March
\n19, 2026, or at any time prior to July 15, 2026, notwithstanding disclosure to the contrary described below.<\/p>\n
\u00a0<\/p>\n
Background<\/p>\n
\u00a0<\/p>\n
Between
\nthe date of the Definitive Information Statement (March 30, 2026) and the date of this Current Report, the Company inadvertently reported
\nin certain of its periodic reports filed with the Commission that the Authorized Share Decrease had already been implemented and that
\nthe Company\u2019s authorized Common Stock was 12,000,000,000 shares (with total authorized capitalization of 12,020,000,000 shares,
\nincluding 20,000,000 shares of preferred stock), when in fact the Certificate of Amendment had not yet been filed with, or accepted by,
\nthe Nevada Secretary of State and the Company\u2019s authorized Common Stock remained 27,500,000,000 shares (with total authorized capitalization
\nof 27,520,000,000 shares) throughout that period. Specifically:<\/p>\n
\u00a0<\/p>\n
\u25cf
\nThe Company\u2019s Annual Report on Form 10-K for the fiscal year ended February 28, 2026, filed with the Commission on June 9, 2026,
\nstated that the Company\u2019s authorized Common Stock was 12,000,000,000 shares, including on the cover page and in the notes to the
\nfinancial statements included therein.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u25cf
\nThe Company\u2019s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2026 similarly stated that the Company\u2019s
\nauthorized Common Stock was 12,000,000,000 shares, including on the cover page and in the notes to the unaudited condensed financial
\nstatements included therein.<\/p>\n
\u00a0<\/p>\n
The
\nCompany has determined that this error was unintentional and administrative in nature, resulting from the premature reflection of the
\nAuthorized Share Decrease in the Company\u2019s periodic reports before the Certificate of Amendment had actually been filed with and
\naccepted by the Nevada Secretary of State, rather than from any change in the underlying corporate action approved by the Board and the
\nCompany\u2019s majority shareholder on March 19, 2026. During the affected period, the Company\u2019s authorized Common Stock remained
\n27,500,000,000 shares, and the Company\u2019s issued and outstanding shares of Common Stock at all times remained within, and did not
\nexceed, that authorized amount.<\/p>\n
\u00a0<\/p>\n
Corrective
\nActions<\/p>\n
\u00a0<\/p>\n
The
\nCompany is filing this Current Report on Form 8-K to correct the record and to disclose that the Authorized Share Decrease became effective
\non July 15, 2026 upon acceptance of the Certificate of Amendment by the Nevada Secretary of State, as described under Item 5.03
\nabove. The Company intends to file, promptly following this Current Report:<\/p>\n
\u00a0<\/p>\n
\u25cf
\nAmendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended February 28, 2026, to correct the disclosed authorized share
\ncount and total authorized capitalization for that period to reflect that, as of February 28, 2026 and through the filing date of the
\noriginal Form 10-K, the Company\u2019s authorized Common Stock was 27,500,000,000 shares (total authorized capitalization of 27,520,000,000
\nshares);<\/p>\n
\u00a0<\/p>\n
\u25cf
\nAmendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2026, to make the corresponding correction
\nfor that period; and<\/p>\n
\u00a0<\/p>\n
The
\nCompany has evaluated the error described above and does not believe it affected the Company\u2019s previously reported assets, liabilities,
\nrevenues, net loss, stockholders\u2019 equity, or earnings per share, as authorized (as opposed to issued and outstanding) share counts
\ndo not enter into those computations, and the Company\u2019s issued and outstanding Common Stock did not at any time exceed the true
\nauthorized amount of 27,500,000,000 shares. Accordingly, the Company\u2019s Board of Directors and management have not determined that
\nthis matter requires a restatement of, or that investors should no longer rely on, the Company\u2019s previously issued financial statements
\nwithin the meaning of Item 4.02 of Form 8-K. The Company\u2019s management is separately evaluating the design and operating effectiveness
\nof the Company\u2019s disclosure controls and procedures in light of this matter and will report its conclusions, together with any
\nremediation measures, in the Form 10-K\/A and Form 10-Q\/A referenced above.<\/p>\n
\u00a0<\/p>\n
Forward-Looking
\nStatements<\/p>\n
\u00a0<\/p>\n
This
\nCurrent Report on Form 8-K contains statements that may constitute \u201cforward-looking statements\u201d within the meaning of the
\nPrivate Securities Litigation Reform Act of 1995, including statements regarding the Company\u2019s intended corrective filings. Such
\nstatements are subject to risks and uncertainties, and actual results or actions may differ materially. The Company undertakes no obligation
\nto update any forward-looking statements except as required by law.<\/p>\n
\u00a0<\/p>\n
Item
\n9.01 Financial Statements and Exhibits.<\/p>\n
\u00a0<\/p>\n
(d)
\nExhibits.<\/p>\n
\u00a0<\/p>\n
Exhibit
\n No.
\n \u00a0
\n Description<\/p>\n
3.1
\n \u00a0
\n Certificate of Amendment to Articles of Incorporation, as filed with and accepted by the Nevada Secretary of State on July 15, 2026<\/p>\n
104
\n \u00a0
\n Cover
\n Page Interactive Data File (embedded within the Inline XBRL document)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
SIGNATURES<\/p>\n
\u00a0<\/p>\n
Pursuant
\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
\nthe undersigned hereunto duly authorized.<\/p>\n
\u00a0<\/p>\n
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
Date:
\n July 16, 2026
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
By:
\n \/s\/
\n Steve Reinharz
\n \u00a0<\/p>\n
Name:
\n Steve Reinharz
\n \u00a0<\/p>\n
Title:
\n Chief Executive Officer \/ Chief Technology Officer
\n \u00a0<\/p>\n
\u00a0<\/p>\n
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