Artificial Intelligence Technology Solutions (AITX) cuts share count to 12B
Rhea-AI Filing Summary
Artificial Intelligence Technology Solutions, Inc. reduced its authorized common stock from 27,500,000,000 to 12,000,000,000 shares through a Certificate of Amendment that became effective when accepted by the Nevada Secretary of State on July 15, 2026. Total authorized capitalization is now 12,020,000,000 shares, consisting of 12,000,000,000 common and 20,000,000 preferred shares, each with a par value of $0.00001.
The company explains that earlier periodic reports had already reflected the lower 12,000,000,000-share authorization even though the amendment had not yet been filed, and the true authorized common stock remained 27,500,000,000 shares during that period. It plans Form 10-K/A and Form 10-Q/A amendments to correct the disclosed authorized share counts and states it does not believe the error affected previously reported financial statement metrics, while management evaluates disclosure controls and procedures.
Positive
- None.
Negative
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8-K Event Classification
4 items: 4.02, 5.03, 8.01, 9.01
4 items
Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
Governance
Previously issued financial statements should no longer be relied upon due to errors or restatements.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Authorized common stock before amendment: 27,500,000,000 shares
Authorized common stock after amendment: 12,000,000,000 shares
Total authorized capitalization after amendment: 12,020,000,000 shares
+4 more
7 metrics
Authorized common stock before amendment
27,500,000,000 shares
Authorized Common Stock prior to the Authorized Share Decrease approved March 19, 2026
Authorized common stock after amendment
12,000,000,000 shares
Authorized Common Stock effective July 15, 2026 after Nevada Secretary of State accepted the Certificate of Amendment
Total authorized capitalization after amendment
12,020,000,000 shares
Total authorized shares after the Authorized Share Decrease, including preferred stock
Preferred stock authorization
20,000,000 shares
Authorized preferred stock, par value $0.00001 per share
Total authorized capitalization before amendment
27,520,000,000 shares
Total authorized shares before the Authorized Share Decrease became effective
Board and majority holder approval date
March 19, 2026
Date the Board and holder of a majority of voting power approved the Certificate of Amendment
Effective date of Authorized Share Decrease
July 15, 2026
Date the Nevada Secretary of State accepted the Certificate of Amendment for filing
Key Terms
Certificate of Amendment, Authorized Share Decrease, Preliminary Information Statement on Schedule 14C, disclosure controls and procedures
4 terms
Certificate of Amendment regulatory
"approved, by written consent in lieu of a meeting, a Certificate of Amendment"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Preliminary Information Statement on Schedule 14C regulatory
"described in the Company’s Preliminary Information Statement on Schedule 14C"
disclosure controls and procedures financial
"management is separately evaluating the design and operating effectiveness of the Company’s disclosure controls and procedures"
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What corrective actions is AITX taking after the disclosure error?
AITX is using this report to clarify that the authorized share decrease took effect on July 15, 2026, and intends to file Form 10-K/A and Form 10-Q/A amendments to correct authorized share and total capitalization disclosures for the affected periods.
Is AITX changing its disclosure controls because of this issue?
Management is evaluating the design and operating effectiveness of its disclosure controls and procedures in light of the share-count error and plans to report conclusions, along with any remediation steps, in the forthcoming Form 10-K/A and Form 10-Q/A amendments.