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): December 6, 2022 (December 5, 2022)

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

When used in this Current Report on Form 8-K, unless otherwise indicated, the terms the “Company,” “our,” or “we” refer to Artificial Intelligence Technology Solutions Inc. and its subsidiaries.

Stock Purchase Agreement with GHS Investments LLC

On December 5, 2022, we entered into a stock purchase agreement with GHS Investments LLC (“GHS”). Under the stock purchase agreement with GHS (the “GHS Purchase Agreement”), the Company may require GHS to purchase up to ten million dollars ($10,000,000) of shares of common stock (“GHS Purchase Shares”) over a two-year term that ends on December 5, 2024.

The GHS Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth in the agreement, the Company has the right from time to time during the term of the agreement, in its sole discretion, to deliver to GHS on a specified day (the “Purchase Date”) a purchase notice (a “Purchase Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS Purchase Shares (a “Purchase Amount”) at the applicable purchase price (the “GHS Purchase Price”). A GHS Purchase will be made in a minimum amount of Ten Thousand Dollars ($10,000) and up to a maximum of (a) one hundred percent (100%) of the average daily traded volume for the common stock during the ten (10) trading days preceding the Purchase Date if the lowest traded price for the common stock during the Valuation Period is below $0.01001 per share; (b) one hundred and fifty percent (150%) of the average daily traded volume for the common stock during the ten (10) trading days preceding the Purchase Date if the lowest traded price for the common stock during the Valuation Period is equal to or above $0.01001 per share; and (c) three million dollars ($3,000,000).

The GHS Purchase Price per share of common stock will be set at ninety percent (90%) of the lowest volume weighted average price for the common stock during the five (5) consecutive trading days immediately before the date of a Purchase Notice (the “Valuation Period’). On the first trading day after the last day of the relevant Valuation Period, the Company will cause to be delivered to GHS that number of shares of common stock that equal one hundred twelve and one-half percent (112.5%) of the aggregate Purchase Amount specified in the Purchase Notice divided by the GHS Purchase Price per share.

If the issuance of the GHS Purchase Shares as the result of a Purchase Notice would cause the number of the Company’s authorized shares of common stock to exceed six billion (6,000,000,000) shares, the issuance of those shares would be delayed to allow the Company to amend its Articles of Incorporation, increasing the number of authorized shares. The GHS Purchase Shares would be immediately issued following the effective date of any such amendment.

The GHS Purchase Agreement prohibits the Company from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock.

There are no trading volume requirements or restrictions under the GHS Purchase Agreement. We will control the timing and amount of any sales of our common stock to GHS.

Events of default under the GHS Purchase Agreement include the following:

So long as an Event of Default has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice.

The preceding summary of the GHS Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the GHS Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1, which is incorporated by reference into this Form 8-K.

Previous Stock Purchase Agreements with GHS Investments LLC

The GHS Purchase Agreement is the third stock purchase agreement entered into between the Company and GHS. As part of the initial stock purchase transaction between the Company and GHS, dated September 15, 2021 (the “Initial GHS Purchase Agreement”), the parties entered into a Registration Rights Agreement pursuant to which the Company will register the Purchase Shares for resale by GHS. A copy of the Initial GHS Purchase Agreement was filed on September 30, 2021 as Exhibit 10.1 to Post-Effective Amendment No. 1 to the Company’s Form S-3. A copy of the second GHS Purchase Agreement entered into between the Company and GHS dated December 26, 2021 was filed on December 30, 2021 as Exhibit 10.1 to the Company’s Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.