UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION STATEMENT
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
☒
Preliminary Information Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☐
Definitive Information Statement
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.
(Name of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒
No fee required
☐
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange
Act Rules 14c-5(g) and 0-11
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF DIRECTORS OF ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.WE ARE
NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Artificial
Intelligence Technology Solutions, Inc.
10800 Galaxie Avenue
Ferndale,
MI 48220
Telephone:
(877) 787-6268
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Stockholders:
This
notice and the accompanying information statement (this “Information Statement”) are being mailed on or about February ____,
2026 to holders of record (the “Stockholders”) of the common stock, par value $0.00001 per share (the “Common Stock”),
of Artificial Intelligence Technology Solutions, Inc., a Nevada corporation (the “Company”), as of the close of business
on February 4, 2026 (the “Record Date”), in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
On
February 5, 2026, the holders of a majority of the voting power of the Company’s outstanding voting securities (the “Majority
Stockholders”) on the Record Date executed the written consent (“Written Consent”) approving a reverse stock split
of the Company’s issued and outstanding Common Stock at a ratio of 1-for-100 (the “Reverse Stock Split”), and to make
the required filing(s) with the Nevada Secretary of State (including a Certificate of Change, if applicable) to implement the Reverse
Stock Split in accordance with Nevada law and the Company’s Articles and Bylaws, as further described in this Information Statement.
The
Written Consent was delivered in accordance with NRS 78.320 and Section 2.11 of the Company’s Bylaws. No consent or proxies are
being requested from Stockholders, and the Board is not soliciting your proxy or consent. Pursuant to Rule 14c-2 under the Exchange Act,
the Reverse Stock Split will not become effective before a date that is twenty (20) calendar days after this Information Statement is
first mailed or otherwise delivered to Stockholders.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN.
This
Information Statement has been filed with the Securities and Exchange Commission (the “Commission”) and is furnished to Stockholders
for informational purposes only pursuant to Section 14(c) of the Exchange Act and Regulation 14C.
The
entire cost of furnishing this Information Statement will be borne by the Company.
By
order of the Board of Directors of
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.
Date:
February ___, 2026
| |
/s/
Steven Reinharz |
|
| By: |
Steven
Reinharz |
|
| Title: |
Chief
Executive Officer and Director |
|
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.
10800 Galaxie Avenue
Ferndale,
MI 48220
Telephone:
(877) 787-6268
SCHEDULE
14C INFORMATION STATEMENT
This
Information Statement is first being mailed or furnished to Stockholders on or about February ___, 2026.
QUESTIONS
AND ANSWERS ABOUT THIS INFORMATION STATEMENT
Why
am I receiving this Information Statement? You are receiving this Information Statement because the Company has taken certain corporate
actions by written consent of the holders of a majority of the voting power of the Company, in lieu of holding a meeting of Stockholders.
This Information Statement is being furnished to you to inform you of those actions.
What
actions have already been approved? The stockholder action approved by written consent authorizes the Company’s Board of Directors
(the “Board”) to effect a reverse stock split of the Company’s outstanding shares of Common Stock at a ratio of 1-for-100
(the “Reverse Stock Split”).
What
is the Company’s objective for the Reverse Stock Split? The primary purpose of the Reverse Stock Split is to increase the per-share
market price of the Company’s Common Stock in order to, among other things, increase the market price per share of the Company’s
Common Stock to help the Company satisfy the initial listing price requirements for quotation on the OTC Markets OTCQB, improve the marketability
of its Common Stock to a broader range of investors, and reduce certain administrative burdens associated with having a large number
of outstanding shares.
Do
I need to do anything? No. You are not being asked to vote or take any action. If the Reverse Stock Split is implemented, Stockholders
holding shares in street name should expect their positions to be adjusted automatically. Stockholders holding certificated shares may
be required to exchange certificates depending on the Company’s transfer agent procedures.
When
will the Reverse Stock Split become effective? The Reverse Stock Split will not become effective until (i) at least 20 calendar days
after this Information Statement is first mailed or furnished to Stockholders and (ii) the Company files a Certificate of Change (or
other appropriate filing) with the Nevada Secretary of State to implement the Reverse Stock Split, as permitted under NRS 78.209. The
Board will determine the effective date and time (the “Effective Time”).
What
is the record date? The record date for determining Stockholders entitled to receive this Information Statement is February 4, 2026
(the “Record Date”).
What
is the FINRA process for implementing the Reverse Stock Split? Because the Company’s Common Stock trades on the OTC Markets
(currently under the symbol “AITX”), the Company must submit the reverse stock split as a corporate action to FINRA for processing
in accordance with FINRA Rule 6490 and related requirements under SEC Rule 10b-17. The Reverse Stock Split will not be reflected in trading
or stockholder accounts until FINRA processes the corporate action and the Effective Time occurs (following the Nevada filing and the
20-day waiting period under Rule 14c-2). The Company will coordinate with its transfer agent and FINRA in connection with the implementation.
Stockholders do not need to take any action in connection with the FINRA process. The Company expects to file a Current Report on Form
8-K with additional information regarding the timing and mechanics of the Reverse Stock Split.
GENERAL
INFORMATION
This
Information Statement is being furnished in connection with actions taken by written consent pursuant to Nevada law (including NRS 78.320)
and the Company’s governing documents. Under NRS 78.320 and Section 2.11 of the Company’s Bylaws (Bylaws filed as Exhibit
3.2 to the Company’s Form 10-Q for the period ended November 30, 2025 filed with the Securities and Exchange Commission on January
14, 2026, Stockholders may take action by written consent without a meeting when the required voting power is obtained. Because the Reverse
Stock Split described herein has already been approved by written consent, the Company is not soliciting proxies, and no meeting of stockholders
will be held.
This
Information Statement is being mailed to Stockholders of record as of the Record Date. Only holders of record as of the Record Date are
entitled to receive this Information Statement.
SUMMARY
OF OUTSTANDING CAPITALIZATION BEFORE & AFTER THE REVERSE STOCK SPLIT
| Class of Stock | |
Authorized Before and After the Reverse Stock Split | | |
Issued and Outstanding Before the Reverse Stock Split | | |
Issued and Outstanding After the Reverse Stock Split | |
| Common Stock | |
| 27,500,000,000 | | |
| 25,987,280,437 | | |
| 259,872,805 | (1) |
| Preferred Stock (total) (2) (3) (4) | |
| 20,000,000 | | |
| 3,353,104 | | |
| 3,353,104 | |
| Series B Preferred Stock | |
| 5,000 | | |
| 0 | | |
| 0 | |
| Series C Convertible, Redeemable Preferred Stock (5) | |
| 1,000 | | |
| 591 | | |
| 591 | |
| Series E Preferred Stock (6) | |
| 4,350,000 | | |
| 3,350,000 | | |
| 3,350,000 | |
| Series F Convertible Preferred Stock (7) | |
| 10,000 | | |
| 2,513 | | |
| 2,513 | |
| Series G Preferred Stock | |
| 100,000 | | |
| 0 | | |
| 0 | |
| Total Voting Power (vote) (9) | |
| — | | |
| 83,280,841,311 | | |
| 832,808,415 | |
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(1) |
The
number of shares and votes after the Reverse Stock Split is an estimate. No fractional shares will be issued; instead, the Company
will round up fractional interests to the nearest whole share. |
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(2) |
The
Company has the 20,000,000 shares of Preferred Stock authorized, with 15,534,000 shares undesignated and 4,466,000 shares designated
into the following classes (i) Series B Preferred Stock: 5,000 shares; (ii) Series C Convertible, Redeemable Preferred Stock: 1,000
shares; (iii) Series E Preferred Stock: 4,350,000 shares; (iv) Series F Convertible Preferred Stock: 10,000 shares; and (v) Series
G Preferred Stock: 100,000 shares. |
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(3) |
There
are 3,353,104 shares of Preferred Stock issued and outstanding as of February 4, 2026, as follows: (i) Series B Preferred Stock:
0 shares; (ii) Series C Convertible, Redeemable Preferred Stock: 591 shares; (iii) Series E Preferred Stock: 3,350,000 shares; (iv)
Series F Preferred Stock: 2,513 shares; and (v) Series G Preferred Stock: 0 shares |
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(4) |
Shares
of Preferred Stock are not to be effected by the Reverse Stock Split. |
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(5) |
Each
share of Series C Convertible, Redeemable Preferred Stock is redeemable into shares of Common Stock at $1,200 per share, using the
conversion price equal to 80% of the lowest market price over the previous 15 trading days, and has voting rights on an as converted
basis. As of February 4, 2026, there were 591 shares of Series C Convertible, Redeemable Preferred Stock outstanding. Based on the
lowest market price of the Common Stock over the previous 15 trading days prior to February 4, 2026 ($0.0005) and applying the 80%
discount, the Series C Convertible, Redeemable Preferred Stock have cumulative voting power equal to 1,773,000,000 votes ($1,200/$0.0004
X 591) on an as converted basis prior to the Reverse Stock Split and approximately 17,730,000 votes ($1,200/$0.04 X 591) on an as
converted basis after the Reverse Stock Split. |
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(6) |
The
Series E Preferred Stock will always have voting rights equal to twice the number of votes of all outstanding shares of capital stock;
that is, the holders of Series E Preferred Stock will always have 2/3rds of our voting power. Prior to the Reverse Stock Split, there
were 25,987,280,437 shares of our Common Stock outstanding, totaling 25,987,280,437 votes, and 591 shares of our Series C Convertible,
Redeemable Preferred Stock outstanding, totaling 1,773,000,000 votes (see footnote (5) above), for an aggregate total of 27,760,280,437
votes, resulting in the Series E Preferred Stock, as a class, having total voting power equal to 55,520,560,874 votes (2 X 27,760,280,437)
prior to the Reverse Stock Split. After the Reverse Stock Split, there will be approximately 259,872,805 shares of our Common Stock
outstanding, totaling approximately 259,872,805 votes, and 591 shares of our Series C Convertible, Redeemable Preferred Stock outstanding,
totaling approximately 17,730,000 votes (see footnote (5) above), for an aggregate total of approximately 277,602,805 votes, resulting
in the Series E Preferred Stock, as a class, having total voting power equal to approximately 555,205,610 votes (2 X 277,602,805). |
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(7) |
Each
holder of the Series F Convertible Preferred Stock can convert all (but not less than all) of their shares of Series F Convertible
Preferred Stock into a number of shares of Common Stock determined by multiplying the number of issued and outstanding shares of
Common Stock by 3.45, on a pro rata basis. The Series F Convertible Preferred Stock has no voting rights prior to conversion. |
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(8) |
Total
voting power before the Reverse Stock Split is 25,987,280,437 votes for the Common Stock + 1,773,000,000 votes for the Series C Convertible,
Redeemable Preferred Stock + 55,520,560,874 votes for the Series E Preferred Stock = 83,280,841,311 votes. Total voting power after
the Reverse Stock Split (estimate) is 259,872,805 votes for the Common Stock + 17,730,000 votes for the Series C Convertible, Redeemable
Preferred Stock + 555,205,610 votes for the Series E Preferred Stock = 832,808,415 votes. |
MAJORITY
STOCKHOLDER CONSENT
For
purposes of this Information Statement, the “Majority Stockholders” means the holders of record and/or beneficial owner(s)
of shares representing a majority of the voting power of the Company’s outstanding voting securities entitled to vote on the Reverse
Stock Split. The Majority Stockholders, holding approximately 66.67% of the voting power on the Record Date, approved the Reverse Stock
Split by Written Consent, without a meeting and without a vote of the remaining stockholders, on February 5, 2026. Therefore, no meeting
and no further action by other stockholders is required.
THE
REVERSE STOCK SPLIT
Overview
Upon
effectiveness of the Reverse Stock Split (the “Effective Time”), each 100 shares of issued and outstanding Common Stock will
automatically be combined and reclassified into one (1) share of Common Stock at the Effective Time. The Reverse Stock Split will affect
all holders of Common Stock uniformly and will not change any stockholder’s percentage ownership in the Company, except for adjustments
that may result from the rounding up of fractional shares.
Purpose
and Background
The
Board believes the Reverse Stock Split may, among other things, increase the market price per share of the Company’s Common Stock
to help the Company satisfy the initial listing price requirements for quotation on the OTC Markets OTCQB, improve the marketability
of its Common Stock to a broader range of investors, and reduce certain administrative burdens associated with having a large number
of outstanding shares.
There
can be no assurance that the Reverse Stock Split will increase the market price of the Company’s Common Stock, that any price increase
will be sustained, or that the Company will satisfy all other requirements for initial listing price requirements for quotation on the
OTC Markets OTCQB.
Effect
on Outstanding Shares; Illustrative Example
The
Reverse Stock Split will reduce the number of shares of Common Stock issued and outstanding by a ratio of 1-for-100. Therefore, the number
of shares of Common Stock outstanding will decrease from 25,987,280,437 to approximately 259,872,805 shares (subject to rounding up of
fractional shares).
Authorized
Shares; Par Value
The
Reverse Stock Split will not change the number of authorized shares of Common Stock (27,500,000,000) or the par value of the Common Stock
($0.00001).
Authorized
but Unissued Shares
Following
the Reverse Stock Split, the Company’s authorized but unissued shares of Common Stock will increase from 1,512,719,563 to approximately
27,240,127,195 based on approximately 259,872,805 shares outstanding (subject to rounding up of fractional shares).
No
fractional shares will be issued in connection with the Reverse Stock Split. Instead, the Company will round up fractional interests
to the nearest whole share.
Effect
on Options, Warrants, and Convertible Securities
If
the Company has outstanding options, warrants, or convertible securities, the Reverse Stock Split is expected to proportionately adjust
the number of shares of Common Stock issuable upon exercise or conversion and the applicable exercise or conversion prices, in accordance
with the terms of the applicable instruments.
Trading
Market; CUSIP; Transfer Agent
The
Company’s Common Stock currently trades on the OTC Markets OTCID Market under the symbol “AITX.” Following FINRA processing
of the Reverse Stock Split, the Company expects its Common Stock to trade under the symbol “AITXD” for 20 business days.
After which, the Company expects its symbol to return to its current symbol “AITX”. The Company expects that a new CUSIP
number will be assigned to the post-split Common Stock.
The
transfer agent for the Company’s Common Stock is TranShare Corporation, Address 17755 US Hwy 19 N, Clearwater, FL 33764, USA. Their
telephone number is (303) 662-1112.
No
Appraisal or Dissenter’s Rights
The
holders of Common Stock are not entitled to appraisal or dissenters’ rights under Nevada law in connection with the Reverse Stock
Split.
Material
U.S. Federal Income Tax Consequences (Summary)
The
following is a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders of Common
Stock. This summary is for general information only and does not address all aspects of U.S. federal income taxation that may be relevant
to a particular stockholder in light of such stockholder’s personal circumstances. Stockholders are urged to consult their own
tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Reverse Stock Split.
In
general, a Reverse Stock Split of Common Stock should be treated as a tax-free recapitalization for U.S. federal income tax purposes.
Accordingly, a U.S. holder generally should not recognize gain or loss as a result of the Reverse Stock Split. The aggregate tax basis
of the shares of Common Stock received by a U.S. holder in the Reverse Stock Split generally should be equal to the U.S. holder’s
aggregate tax basis in the shares of Common Stock surrendered, and the holding period of the shares received generally should include
the holding period of the shares surrendered.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except
as described in this Information Statement, no director or executive officer of the Company has a substantial interest, direct or indirect,
by security holdings or otherwise, in the Reverse Stock Split that is not shared by all other stockholders of the Company.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth information regarding the beneficial ownership of the Company’s securities as of the date of this Information
Statement (and, with respect to Preferred Stock outstanding amounts, as of February 4, 2026) by: (i) each person known by the
Company to be the beneficial owner of more than 5% of the Company’s Common Stock, (ii) each of the Company’s directors and
executive officers, and (iii) all directors and executive officers as a group.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Artificial Intelligence
Technology Solutions, Inc., 10800 Galaxie Avenue, Ferndale, MI 48220.
Common
Stock Beneficial Ownership (shares outstanding as of February 4, 2026)
| Name Beneficial Owner and Position | |
Number of Shares of Common Stock Beneficially Owned (1) | | |
% of Class (1) | | |
% of Total Voting Power (2) | |
| Steven Reinharz, Chief Executive Officer and Director (3) | |
| 87,408,471,108 | | |
| 77.08 | % | |
| 66.67 | % |
| Anthony Brenz, Chief Financial Officer and Secretary | |
| 0 | | |
| 0 | % | |
| 0 | % |
| Mark Folmer, Vice President | |
| 0 | | |
| 0 | % | |
| 0 | % |
| All executive officers and directors as a group (3 individuals) | |
| 87,408,471,108 | | |
| 77.08 | % | |
| 66.67 | % |
Preferred
Stock Ownership (by Series; shares outstanding as of February 4, 2026)
| Name of Beneficial Owner | |
Title of Class | |
Number of Shares Beneficially Owned | | |
% of Class (4) | | |
Votes per Preferred Share (5) | |
| GHS Investments LLC | |
Series C Convertible Redeemable Preferred Stock | |
| 591 | | |
| 100 | % | |
| Variable | (6) |
| Steven Reinharz | |
Series E Preferred Stock | |
| 3,350,000 | | |
| 100 | % | |
| Variable | (7) |
| Steven Reinharz | |
Series F Convertible Preferred Stock | |
| 2,450 | | |
| 97.49 | % | |
| 0 | (8) |
| Lior Srulovics | |
Series F Convertible Preferred Stock | |
| 35 | | |
| 1.39 | % | |
| 0 | (8) |
| Peter Srulovics | |
Series F Convertible Preferred Stock | |
| 27 | | |
| 1.07 | % | |
| 0 | (8) |
| Growth Ventures | |
Series F Convertible Preferred Stock | |
| 1 | | |
| 0.04 | % | |
| 0 | (8) |
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(1) |
Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
Beneficial ownership includes shares of Common Stock issuable within 60 days upon the exercise of options or warrants or the conversion
of convertible securities. For purposes of calculating “% of Class” for a particular beneficial owner with respect to
Common Stock, the denominator equals (i) the total number of shares of Common Stock outstanding as of the date of this Information
Statement (25,987,280,437 shares), plus (ii) the number of shares of Common Stock that such beneficial owner has the right to acquire
within 60 days through the exercise or conversion of derivative securities. Unless otherwise stated, each beneficial owner has sole
power to vote and dispose of such beneficial owner’s shares. |
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(2) |
“%
of Total Voting Power” reflects the voting power of securities beneficially owned, including the voting rights of the Company’s
Preferred Stock. |
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(3) |
Mr.
Reinharz is the holder of (i) 3,350,000 shares of the Company’s Series E Preferred Stock and (ii) 2,450 shares of the Company’s
Series F Convertible Preferred Stock. The designation for the Series F Convertible Preferred Stock provides that each holder of shares
of Series F Convertible Preferred Stock may convert all (but not less than all) of their shares of Series F Convertible Preferred
Stock into a number of shares of Common Stock determined by multiplying the number of issued and outstanding shares of Common Stock
on the date of conversion by 3.45, on a pro rata basis. Because the shares issuable upon such conversion are assumed to be issuable
within 60 days for purposes of this Information Statement, they are included in the table above for purposes of determining beneficial
ownership of Common Stock and the related “% of Class” calculation. Based on 25,987,280,437 shares of Common Stock outstanding
as of the date of this Information Statement, the Series F Convertible Preferred Stock is convertible into 89,656,117,508 shares
of Common Stock (3.45 X 25,987,280,437). Calculated on a pro rata basis, Mr. Reinharz’s portion would be 87,408,471,108 shares
of Common Stock based on his 97.493% beneficial ownership of the Series F Convertible Preferred Stock (89,656,117,508 X .97493).
The designation for the Series E Preferred Stock provides that the Series E Preferred Stock votes, as a class, equal to two times
the votes of all outstanding capital stock, such that the Series E Preferred Stock always represents 66 2/3% of total voting power.
Therefore, the votes per Series E share are not a fixed number and vary based on the number of votes of the outstanding voting securities
at the time of the vote. As of the date of this Information Statement, there were 25,987,280,437 shares of our Common Stock outstanding,
totaling 25,987,280,437 votes, and 591 shares of our Series C Convertible, Redeemable Preferred Stock outstanding, totaling 1,773,000,000
votes (see footnote (6) below), for an aggregate total of 27,760,280,437 votes, resulting in the Series E Preferred Stock, as a class,
having total voting power equal to 55,520,560,874 votes (2 X 27,760,280,437). |
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(4) |
Percentages
for each series of Preferred Stock are based on shares issued and outstanding for that class of Preferred Stock as of February 4,
2026: (i) Series B Preferred Stock: 0 shares; (ii) Series C Convertible, Redeemable Preferred Stock: 591 shares; (iii) Series E Preferred
Stock: 3,350,000 shares; (iv) Series F Preferred Stock: 2,513 shares; and (v) Series G Preferred Stock: 0 shares. |
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(5) |
Reflects
the voting rights per share of each preferred series based on the Company’s charter / disclosed voting securities. |
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(6) |
Each
share of Series C Convertible, Redeemable Preferred Stock is redeemable into shares of Common Stock at $1,200 per share, using the
conversion price equal to 80% of the lowest market price over the previous 15 trading days, and has voting rights on an as converted
basis. As of February 4, 2026, there were 591 shares of Series C Convertible, Redeemable Preferred Stock outstanding. Based on the
lowest market price of the Common Stock over the previous 15 trading days prior to February 4, 2026 ($0.0005), and applying the 80%
discount, the Series C Convertible, Redeemable Preferred Stock has cumulative voting power equal to 1,773,000,000 votes ($1,200/$0.0004
X 591) on an as converted basis. |
| |
(7) |
The
designation for the Series E Preferred Stock provides that the Series E Preferred Stock votes, as a class, equal to two times the
votes of all outstanding capital stock, such that the Series E Preferred Stock always represents 66 2/3% of total voting power. Therefore,
the votes per Series E share are not a fixed number and vary based on the number of votes of the outstanding voting securities at
the time of the vote. As of the date of this Information Statement, there were 25,987,280,437 shares of our Common Stock outstanding,
totaling 25,987,280,437 votes, and 591 shares of our Series C Convertible, Redeemable Preferred Stock outstanding, totaling 1,773,000,000
votes (see footnote (6) above), for an aggregate total of 27,760,280,437 votes, resulting in the Series E Preferred Stock, as a class,
having total voting power equal to 55,520,560,874 votes (2 X 27,760,280,437). |
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(8) |
The
designation for the Series F Convertible Preferred Stock provides that the Series F Convertible Preferred Stock has no voting rights
prior to conversion. |
HOUSEHOLDING
OF INFORMATION STATEMENT MATERIALS
The
SEC has adopted rules that permit companies and intermediaries such as brokers, banks, and other nominees to satisfy the delivery requirements
for information statements by delivering a single information statement addressed to multiple stockholders sharing the same address,
unless such stockholders have provided contrary instructions. Stockholders who share an address and wish to receive separate copies of
this Information Statement may request separate copies by contacting the Company at:
ARTIFICIAL
INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.
10800 Galaxie Avenue
Ferndale,
MI 48220
Telephone:
(877) 787-6268
or
through their broker, bank, or other nominee.
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” into this Information Statement information we file with the SEC, which means
we can disclose important information to you by referring you to those documents. Any information incorporated by reference is considered
to be part of this Information Statement, and later information that we file with the SEC will automatically update and supersede this
information.
We
incorporate by reference the documents listed below that we have filed with the SEC pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”):
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1. |
Our
Annual Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on May 29, 2025. |
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|
|
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2. |
Our
Quarterly Reports on Form 10-Q for the quarters ended May 31, 2025, August 31, 2025, and November 30, 2025, filed with the SEC on
July 15, 2025, October 15, 2025, and January 14, 2026, respectively. |
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|
|
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3. |
Our
Current Reports on Form 8-K filed with the SEC since February 28, 2025, and prior to the date of this Information Statement, excluding
any information furnished rather than filed (including under Items 2.02 or 7.01) unless expressly stated otherwise. |
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|
|
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4. |
Any
other reports, proxy statements or information statements we filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of the documents listed above and before the date this Information Statement is first mailed or furnished to Stockholders. |
In
addition, we incorporate by reference all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Information Statement and before the date the matters described herein are effected, except as may be otherwise
stated in such filings. Any statement contained in a document incorporated by reference will be deemed modified or superseded for purposes
of this Information Statement to the extent that a statement contained in this Information Statement, or in any subsequently filed document
that is incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Information Statement.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files reports and other information with the Securities and Exchange Commission (the “SEC”) under the Securities
Exchange Act of 1934. You may read and copy any reports, statements, or other information that the Company files with the SEC at the
SEC’s public reference room and on the SEC’s website. The Company also makes certain disclosures available through OTC Markets.
Copies
of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all amendments to those reports, our
Code of Ethics and any reports of beneficial ownership of our Common Stock filed by executive officers, directors and beneficial owners
of more than 10 percent of the outstanding shares of our Common Stock are posted on and may be obtained on the Investors Corner page
of our website at AITX Investor’s Corner - AITX - Artificial Intelligence Technology Solutions without charge, or may be requested
(exclusive of exhibits), at no cost by mail addressed to AITX at 10800 Galaxie Avenue, Ferndale, Michigan 48220, Attention: Corporate
Secretary.
You
may obtain copies of the documents incorporated by reference, without charge, by written or oral request to:
Artificial
Intelligence Technology Solutions, Inc.
10800 Galaxie Avenue
Ferndale,
MI 48220
Telephone:
(877) 787-6268
You
can also access these documents at the SEC’s website at www.sec.gov.
The
entire cost of furnishing this Information Statement will be borne by the Company.
SIGNATURE
Dated:
February ___, 2026
By
Order of the Board of Directors
| |
/s/
Steven Rainharz |
|
| By:
|
Steven
Reinharz |
|
| Title |
Chief
Executive Officer |
|
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Change to the Articles of Incorporation |
| |
|
|
| 99.1 |
|
Written Consent of Majority Stockholders |
