Artificial Intelligence Technology Solutions (AITX) cuts authorized common shares by 15.5B
Rhea-AI Filing Summary
Artificial Intelligence Technology Solutions Inc. is notifying shareholders that they approved a written-consent corporate action to amend the Articles of Incorporation to decrease authorized Common Stock from 27,500,000,000 to 12,000,000,000 shares. The Board and shareholders approved the change by written consent on March 19, 2026, and the Company expects to file the Certificate of Amendment at least 20 days after mailing the definitive information statement; the amendment becomes effective when accepted by the Nevada Secretary of State.
The amendment also sets total authorized shares of all classes at 12,020,000,000, including 20,000,000 preferred shares of which 4,466,000 are designated across named series. As of the March 19, 2026 record date the Company reported 288,423,472 Common Stock shares outstanding and stated that the sole Series E holder, Steve Reinharz, holds 3,350,000 Series E shares representing 67.7% of voting power.
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Insights
Amendment centralizes voting power and was approved by dominant preferred holder.
The information statement shows a board-approved Certificate of Amendment to reduce authorized common shares to 12,000,000,000, with the change approved by written consent on March 19, 2026. The consent came from the sole Series E holder, Steve Reinharz, who holds 3,350,000 Series E shares and is disclosed as controlling 67.7% of voting power.
Key dependency is Nevada filing acceptance; the amendment "becomes effective when accepted" by the Nevada Secretary of State. Subsequent filings will confirm effectiveness and any operational consequences for shareholder rights or future issuances.
Change reduces authorized common buffer and formalizes preferred designations and reserved shares.
The Articles will reflect total authorized shares of 12,020,000,000 (including 20,000,000 preferred). The statement lists preferred series and shows 3,350,000 Series E issued and 2,450 Series F convertible outstanding as of March 19, 2026.
Management discloses no immediate issuance plans except for existing conversion reserves; cash-flow treatment and near-term issuance timing are not stated. Acceptance by the Secretary of State is the operative milestone to watch in subsequent filings.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(RULE 14C-101)
SCHEDULE 14C INFORMATION
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 14a-5(d) (1)) |
| ☐ | Definitive Information Statement |
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check appropriate box):
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: Not Applicable | |
| (2) | Aggregate number of securities to which transaction applies: Not Applicable | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Not Applicable | |
| (4) | Proposed maximum aggregate value of transaction: Not Applicable | |
| (5) | Total fee paid: Not Applicable | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by the Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing: | |
| (1) | Amount Previously Paid: Not Applicable | |
| (2) | Form, Schedule or Registration Statement No.: Not Applicable | |
| (3) | Filing Party: Not Applicable | |
| (4) | Date Filed: Not Applicable | |
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
10800 Galaxie Avenue
Ferndale, Michigan 48220
February 20, 2026
Dear Stockholder:
This Information Statement is being furnished to holders of shares of common stock, par value $0.00001 per share (the “Common Stock”), of Artificial Intelligence Technology Solutions Inc. (the “Company”) with respect to the following items (the “Corporate Actions”):
| 1. | The approval of a Certificate of Amendment to the Company’s Articles of Incorporation to decrease its authorized common stock by 15,500,000,000 (Fifteen Billion Five Hundred Million) shares, from Twenty-Seven Billion Five Hundred Million (27,500,000,000) to Twelve Billion (12,000,000,000), resulting in a total authorized capitalization of 12,020,000,000 (Twelve Billion Twenty Million) shares, including 20,000,000 (Twenty Million) shares of Preferred Stock. |
The Certificate of Amendment will not be filed until at least 20 days after we file the Information Statement with the Securities and Exchange Commission and deliver the Definitive Information Statement to our shareholders of record.
The Authorized Share Decrease by written consent is intended to be implemented in coordination with the Company’s broader capital structure initiatives. The Board believes that maintaining an appropriate level of authorized but unissued shares provides flexibility to meet contractual obligations, support strategic financing opportunities, and facilitate long-term growth initiatives.
Each of the Corporate Actions items was approved by shareholders holding a majority of our voting power on March 19, 2026 by written consent in lieu of an annual meeting of shareholders.
This Information Statement describes the purpose and provisions of the Corporate Actions and provides additional information about the Corporation.
| For the Board of Directors of | ||
| ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. | ||
| By: | /s/ Steve Reinharz | |
| Steve Reinharz | ||
| Chief Executive Officer | ||
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
10800 Galaxie Avenue
Ferndale, MI 48220
March 20, 2026
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
The purpose of this Information Statement is to provide notice that the Company’s shareholders executed a written consent authorizing and approving the following corporate actions (the “Corporate Actions”):
| 1. | The approval of a Certificate of Amendment to the Company’s Articles of Incorporation to decrease its authorized common stock by 15,500,000,000 (Fifteen Billion Five Hundred Million) shares, from Twenty-Seven Billion Five Hundred Million (27,500,000,000) total authorized Common Stock Shares to a total of Twelve Billion (12,000,000,000). The Board of Directors set March 20, 2026 as the record date for determining shareholders of record to receive this Information Statement. As required by SEC rules, we will be distributing this Information Statement to shareholders of record. Shareholders may also access the Information Statement online at www.aitx.ai/aitx-investors-corner/ and may request a copy, free of charge, by calling (877) 787-6268, sending an email to info@aitx.ai, or writing to AITX at 10800 Galaxie Avenue, Ferndale, Michigan 48220. |
CORPORATE ACTIONS
| 1. | APPROVED A CERTIFICATE OF AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO REDUCE THE AUTHORIZED COMMON STOCK OF THE COMPANY BY 15,500,000,000 (FIFTEEN BILLION FIVE HUNDRED MILLION) COMMON STOCK SHARES TO A TOTAL OF TWELVE BILLION (12,000,000,000) COMMON STOCK SHARES |
The approval of a Certificate of Amendment to the Company’s Articles of Incorporation to decrease its authorized common stock by 15,500,000,000 (Fifteen Billion Five Hundred Million) shares, from Twenty-Seven Billion Five Hundred Million (27,500,000,000) total authorized Common Stock Shares to a total of Twelve Billion (12,000,000,000).
The shareholders voted on and approved a Certificate of Amendment to the Company’s Articles of Incorporation to decrease its authorized Common Stock by 15,500,000,000 (Fifteen Billion Five Hundred Million) shares, from Twenty-Seven Billion Five Hundred Million (27,500,000,000) total authorized Common Stock Shares to a total of Twelve Billion Common Stock Shares (12,000,000,000). The Company expects to file the proposed Certificate of Amendment, attached as Appendix A to this Information Statement, 20 days after the Definitive Information Statement is first mailed to our shareholders. The Certificate of Amendment will become effective when it has been accepted for filing by the Secretary of State of the State of Nevada.
When the Certificate of Amendment has become effective, the total number of shares of all classes that the Company will have authority to issue is Twelve Billion Twenty Million (12,020,000,000) Common Stock Shares, of which Twelve Billion are Common Stock Shares, par value $0.00001 per share, and Twenty Million (20,000,000) are shares of Preferred Stock. Of the 20,000,000 shares of Preferred Stock, 4,466,000 shares have been authorized for issuance, as follows: (a) 5,000 Series B Convertible Redeemable Preferred Stock; (b) 1,000 Series C Preferred Stock; (c) 4,350,000 Series E Preferred Stock; (d) 10,000 Series F Convertible Preferred Stock; and (e) 100,000 Series G Redeemable Preferred Stock. At March 19, 2026, the Company has issued the following preferred stock: (a) 252 Series C Preferred Stock; (b) 3,350,000 Series E Preferred Stock; and (c) 2,513 Series F Convertible Preferred Stock.
The Decrease in Authorized Shares was approved by the board of directors on March 19, 2026.
VOTING RIGHTS OF SHAREHOLDERS
The Nevada Business Corporations Act. Section 78.320 of the Nevada Revised Statutes, provides, in substance, that, unless a corporation’s Articles of Incorporation provides otherwise, shareholders may take an action without a meeting of shareholders and without prior notice if a consent or consents in writing that sets forth the action so taken is signed by the holders of outstanding voting stock holding not less than the minimum number of votes that would be necessary to approve that action at a shareholders meeting. The action becomes effective when written consents from holders of record of a majority of the outstanding voting power are executed and delivered to the Company.
The decrease in the authorized number of Common Stock Shares will enable us to continue regular business operations, provide the ability to engage in potential debt conversions and support possible future financings, acquisitions, and/or such other corporate purposes as the Board determines in its discretion.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of March 19, 2026 (the “Record Date”), there were 288,423,472 Common Stock Shares issued and outstanding, 3,350,000 shares of Series E Stock issued and outstanding, 252 Series C Preferred Stock issued and outstanding and 2,513 shares of Series F Preferred Stock issued and outstanding. Each share of Common Stock has one vote. There is no cumulative voting. However, under the Company’s Articles of Incorporation, the Series E Preferred Stock (the “Series E Shares”) has voting rights equal to twice the number of votes of all outstanding shares of capital stock; that is, the holders of Series E Shares will always have two-thirds (2/3rds) of the voting power of the Company.
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APPROVAL OF CORPORATE ACTIONS
The shares of Series E Preferred Stock as a group are entitled to take an action by written consent or vote equal to 66.7% of the total voting shares outstanding. On March 19, 2026 the Company received the written consent to the Certificate of Amendment resolution. The consent was received from the sole Series E Preferred Stock shareholder, Steve Reinharz, the Chief Executive Officer and sole director of the Company who held all 3,350,000 Series E Shares, representing 67.7% of the voting power of the Company as of the record date, and the authorized share increase was approved.
TRANSACTIONS WITH RELATED PERSONS
The Company does not have a written policy for the review, approval or ratification of transactions with related parties or transactions that involve a potential conflict of interest. When such transactions arise, they are referred to the Board for its consideration.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At March 19, 2026, the Company had, 288,423,472 Common Stock Shares issued and outstanding. The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 19, 2026, and reflects:
| ● | each of our executive officers; | |
| ● | each of our directors; | |
| ● | all of our directors and executive officers as a group; and | |
| ● | each shareholder known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock. |
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Information on beneficial ownership of securities is based upon a record list of our shareholders. Beneficial ownership has been determined in accordance with Rule 13d-3(d)(1) under the Exchange Act. Based on the information furnished to us, the Company believes that each of the persons and entities named in the table below has sole voting and investment power with respect to all shares of Common Stock that he beneficially owns, subject to applicable community property laws, except as otherwise provided below.
| Name | Amount and Nature of Beneficial Ownership (1) | Percent of Common Stock (2) | ||||||
| Named Executive Officers and Directors: | ||||||||
| Steven Reinharz (3) | 970,115,160 | 77.08 | % | |||||
| Anthony Brenz | [0 | ] | [0 | ] | ||||
| Mark Folmer | [0 | ] | [0 | ] | ||||
| All executive officers and directors as a group (3 persons) | [970,115,160 | ] | 77.08 | % | ||||
| 5% Shareholders: | ||||||||
| Steven Reinharz | 970,115,160 | 77.08 | % | |||||
| (1) | 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. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of Common Stock owned by a person or entity as of the date of this proxy statement, (a) the numerator is the number of shares of Common Stock beneficially owned by the person, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of Common Stock outstanding on as of March 19, 2026, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares. | |
| (2) | Based on 288,423,472 shares of Common Stock outstanding as of March 19, 2026. | |
| (3) | Mr. Reinharz holds (a) 2,450 shares of Series F Convertible Preferred Stock and (b) 3,350,000 shares of Series E Preferred Stock. If Mr. Reinharz converted the 2,450 shares of the Series F Convertible Preferred Stock, he would receive 970,115,160 shares of Common stock, which is reported in the table as if the conversion has occurred. In addition, the outstanding 3,350,000 shares of Series E Preferred Stock held by Mr. Reinharz have a vote equal to twice the number of votes of all outstanding shares of Common Stock. As a result, Mr. Reinharz holds 2/3rds of the voting power of all shareholders at any time a corporate action requires a shareholder vote. |
AVAILABILITY OF SEC FILINGS and CODE OF ETHICS
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.
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DELIVERY OF MATERIALS TO SHAREHOLDERS WITH SHARED ADDRESSES
Beneficial holders who own their shares through a broker, bank or other nominee and who share an address with another such beneficial owner are being sent only one Information Statement unless those holders have requested to receive separate copies of these materials. If you wish to receive a separate copy of these materials or if you are receiving multiple copies and would like to receive a single copy, please contact AITX by writing to Investor Relations, AITX, 10800 Galaxie Avenue, Ferndale, Michigan 48220, or by email to info@aitx.ai. We will promptly deliver a separate copy to you upon written or oral request.
5. Plans for Issuance
Except for shares currently reserved for the conversion of Series C/F Preferred Stock and outstanding Convertible Notes, the Company has no immediate plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares at this time.
6. Anti-Takeover Disclosure
The increase in authorized shares will not be proposed for an anti-takeover purpose. However, the availability of 31.3 billion authorized shares could be used by management to make it more difficult for a third party to gain control of the Company by issuing shares to a ‘friendly’ party or creating a ‘poison pill.’ The Company is not currently aware of any such takeover attempt.
7. Reasons for the Increase
| 1. | Ensuring a large enough share pool to support capital formation and financing flexibility. |
MISCELLANEOUS
Web links throughout this Information Statement are provided for convenience only, and the content on the referenced websites are not incorporated into and do not constitute a part of this Information Statement.
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APPENDIX A
The Articles of Incorporation of Artificial Intelligence Technology Solutions Inc. are amended as follows:
Article V shall be modified as follows:
The total number of shares of all classes that this Corporation shall have authority to issue shall be Twelve Billion Twenty Million (12,020,000,000). Of these shares, Twelve Billion (12,000,000,000) shall be Common Stock, par value, $0.00001 per share, and Twenty Million (20,000,000) shall be Preferred Stock, par value $0.00001 per share. The Preferred Stock is designated as follows: 15 million five hundred thirty four thousand (15,534,000) are undesignated ; five thousand (5,000) shares are Series B Convertible Redeemable Stock , $0.001 par value , one thousand (1,000) shares are Series C Preferred Stock, $0.001 par value, four million three hundred fifty thousand (4,350,000) shares are Series E Preferred Stock, $0.001 par value, ten thousand (10,000) Shares are Series F Convertible Preferred Stock, $1.00 par value, and one hundred thousand (100,000) Shares are Series G Redeemable Preferred Stock, $0.001 par value.
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FAQ
What did AITX shareholders approve on March 19, 2026?
How many shares are outstanding at AITX as of the record date?
Who controls voting power at AITX after the amendment vote?
Will the Company immediately issue newly authorized shares?
When does the Certificate of Amendment become effective?
