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Replies to post #63930 on Artificial Intelligence Tech Solutions Inc (AITX)
a single document that illustrates not only what the Company has built, but how its disciplined approach and relentless execution are
positioning AITX for continued growth in the evolving security technology sector
On May 27 2025, we entered into the Equity Financing Agreement with GHS Investments, LLC (“GHS”) referred to herein as the “Purchase Agreement”. The Purchase Agreement between the Company and GHS pertains to the potential sale of up to 2,500,000,000 shares of our common stock as detailed below. The Purchase Agreement supersedes a prior financing March 22, 2024 agreement with GHS, which expired on March 22, 2025, that extends the GHS financing arrangement for an additional two-year term, now expiring on May 27, 2027.
On May 27 2025, we entered into the Equity Financing Agreement with GHS Investments, LLC (“GHS”) referred to herein as the “Purchase Agreement”. The Purchase Agreement between the Company and GHS pertains to the potential sale of up to 2,500,000,000 shares of our common stock as detailed below. The Purchase Agreement supersedes a prior financing March 22, 2024 agreement with GHS, which expired on March 22, 2025, that extends the GHS financing arrangement for an additional two-year term, now expiring on May 27, 2027.
Pursuant to the Purchase Agreement, we have the right, in our sole discretion, subject to the conditions and limitations contained therein, to direct GHS, by delivery of a purchase notice (a “Purchase Notice”) to purchase (each, a “Purchase”) over the 24 month term of the Purchase Agreement, a minimum of $10,000 and up to a maximum of $1,500,000. Puts are further limited to the Investor owning no more than 4.99% of the outstanding stock of the Company at any given time. The aggregate value of Purchase Shares sold to GHS may not exceed $30,000,000. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of the Purchase Agreement. The maximum dollar amount of each Put will not exceed 250% of the average daily trading volume for the common stock during the 10 consecutive trading days preceding the Put Notice Date.
The Purchase Price is defined in the Purchase Agreement as 80% of the Market Price. If the average Closing Price for the Common Stock during the three (3) trading days preceding a Put Notice is equal to or greater than one cent ($.01) per share, the applicable Purchase Price shall equal eighty five percent (85%) of the Market Price. Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the Purchase price shall equal 90% of the lowest Volume Weighted Average Price for the Common Stock during the Pricing Period, subject to a floor of $2.00 per share, below which the Company shall not deliver a Put.
The Purchase Agreement prohibits GHS from purchasing any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by GHS would result in GHS 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 Purchase Agreement and we will control the timing and amount of any sales of its common stock to GHS.
We may not deliver a Purchase Notice to GHS and GHS is not obligated to purchase the Purchase Shares unless each of the following conditions are satisfied: there is an effective Registration Statement; the Common Stock is listed or quoted for trading on the Principal Market; we are not in breach of in default of the Purchase Agreement or Registration Rights Agreement; no injunction has been issued prohibiting the purchase of the or the issuance of the Securities; and the issuance of the Securities does not violate the Principal Market requirements.
The Purchase Agreement is for a term of twenty four months but may terminate earlier on the date that GHS has purchased the aggregate Offering Amount of $30,000,000 of the Purchase Shares that are sold to GHS. We and GHS each have the right to terminate the Purchase Agreement at any time upon thirty days-notice. The Purchase Agreement will be suspended and remain suspended if any of the following events occur: if our Common Stock is suspended by the applicable authority, our Common Stock ceases to be quoted; we breach a representation, warranty, covenant in the Purchase Agreement;, and upon the occurrence of bankruptcy proceedings by or against us.
Subject to the foregoing, actual sales of Purchase Shares to GHS under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by us as to the appropriate sources of funding for our operations.
On May 27, 2025, we also entered into a Registration Rights Agreement covering the resale of the Registrable Securities provided for on a Form S-1 Registration Statement.
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