AIAdvertising Inc (AIAD)

[GUNSMOKE]

AIAD ! DIDNT READ FAR ENOUGH DID I ! The word may is used too.


THE OFFERING



Securities we are offering Up to $10,000,000 of shares of our common stock we MAY sell from time to time, at our sole discretion, subject to the terms of the Purchase Agreement to GHS over the next year in accordance with the Purchase Agreement.

Common stock to be outstanding after the offering 1,400,384,104 shares

Use of proceeds We estimate the net proceeds to us from this offering will be approximately $9,765,000 million after deducting estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the securities offered by this prospectus for working capital and general corporate purposes.

OTC Pink symbol for common stock Our common stock is quoted on the OTC Pink under the symbol “AIAD.”

Risk factors Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement.


The number of shares of common stock shown above to be outstanding after this offering is based on 1,055,556,518 shares outstanding as of March 23, 2022, and excludes:



? 450,625,000 shares of common stock issuable upon conversion of 18,025 outstanding shares of Series B Preferred Stock;

? 144,250,000 shares of common stock issuable upon conversion of 14,425 outstanding shares of Series C Preferred Stock;

? 215,052,500 shares of common stock issuable upon conversion of 86,021 outstanding shares of Series D Preferred Stock;

? 20,000,000 shares of common stock issuable upon conversion of 10,000 outstanding shares of Series E Preferred Stock;

? 136,684,211 shares of common stock issuable upon conversion of 2,597 outstanding shares of Series G Preferred Stock;

? 890,733,332 shares of common stock issuable upon exercise of outstanding stock options, with a weighted average exercise price of $.0093 per share; and

?
162,709,169 shares of common stock issuable upon exercise of warrants, with an exercise price of $0.0479.