Form 8-K

8-K — Artificial Intelligence Technology Solutions Inc.

Accession: 0001493152-26-033598

Filed: 2026-07-17

Period: 2026-07-14

CIK: 0001498148

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--02-28

0001498148

2026-07-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 14, 2026

ARTIFICIAL

INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

000-54270

87-0479286

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10800

Galaxie Avenue, Ferndale, Michigan 48220

(Address

of principal executive offices, including zip code)

(877)

727-8477

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act: None.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

previously disclosed, on March 19, 2026, the Board of Directors (the “Board”) of Artificial Intelligence Technology Solutions,

Inc. (the “Company”) and the holder of a majority of the Company’s voting power approved, by written consent in lieu

of a meeting, a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”)

to decrease the Company’s authorized common stock, par value $0.00001 per share (“Common Stock”), by 15,500,000,000

shares, from 27,500,000,000 shares to 12,000,000,000 shares, resulting in total authorized capitalization of 12,020,000,000 shares, consisting

of 12,000,000,000 shares of Common Stock and 20,000,000 shares of preferred stock (the “Authorized Share Decrease”). The

Authorized Share Decrease was described in the Company’s Preliminary Information Statement on Schedule 14C filed with the Securities

and Exchange Commission (the “Commission”) on March 20, 2026 and its Definitive Information Statement on Schedule 14C filed

with the Commission on March 30, 2026 (collectively, the “Information Statements”).

disclosed in the Information Statement, the Certificate of Amendment was not to be filed with the Secretary of State of the State of

Nevada (the “Nevada Secretary of State”) until at least 20 calendar days after the mailing of the Definitive Information

Statement to shareholders of record, and the Authorized Share Decrease would not become effective unless and until the Certificate of

Amendment was accepted for filing by the Nevada Secretary of State.

July 15, 2026, the Nevada Secretary of State accepted for filing the Certificate of Amendment, and the Authorized Share Decrease

became effective as of that date. As a result, effective July 15, 2026, the total number of shares of all classes that the Company

has authority to issue is 12,020,000,000 shares, consisting of 12,000,000,000 shares of Common Stock, par value $0.00001 per share, and

20,000,000 shares of preferred stock, par value $0.00001 per share.

copy of the Certificate of Amendment, as accepted for filing by the Nevada Secretary of State, is filed as Exhibit 3.1 to this Current

Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Certificate of Amendment does not purport

to be complete and is qualified in its entirety by reference to Exhibit 3.1.

Item

8.01 Other Events.

Correction

of Prior Disclosure Regarding Effectiveness of the Authorized Share Decrease

disclosed above under Item 5.03, the Company has determined that the Certificate of Amendment effecting the Authorized Share Decrease

from 27,500,000,000 shares to 12,000,000,000 shares of authorized Common Stock, although approved by written consent of the Board and

the Company’s majority shareholder on March 19, 2026, was inadvertently not filed with, and therefore was not accepted for filing

by, the Nevada Secretary of State at that time. As a result, the Authorized Share Decrease did not become legally effective on March

19, 2026, or at any time prior to July 15, 2026, notwithstanding disclosure to the contrary described below.

Background

Between

the date of the Definitive Information Statement (March 30, 2026) and the date of this Current Report, the Company inadvertently reported

in certain of its periodic reports filed with the Commission that the Authorized Share Decrease had already been implemented and that

the Company’s authorized Common Stock was 12,000,000,000 shares (with total authorized capitalization of 12,020,000,000 shares,

including 20,000,000 shares of preferred stock), when in fact the Certificate of Amendment had not yet been filed with, or accepted by,

the Nevada Secretary of State and the Company’s authorized Common Stock remained 27,500,000,000 shares (with total authorized capitalization

of 27,520,000,000 shares) throughout that period. Specifically:

●

The Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026, filed with the Commission on June 9, 2026,

stated that the Company’s authorized Common Stock was 12,000,000,000 shares, including on the cover page and in the notes to the

financial statements included therein.

●

The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2026 similarly stated that the Company’s

authorized Common Stock was 12,000,000,000 shares, including on the cover page and in the notes to the unaudited condensed financial

statements included therein.

The

Company has determined that this error was unintentional and administrative in nature, resulting from the premature reflection of the

Authorized Share Decrease in the Company’s periodic reports before the Certificate of Amendment had actually been filed with and

accepted by the Nevada Secretary of State, rather than from any change in the underlying corporate action approved by the Board and the

Company’s majority shareholder on March 19, 2026. During the affected period, the Company’s authorized Common Stock remained

27,500,000,000 shares, and the Company’s issued and outstanding shares of Common Stock at all times remained within, and did not

exceed, that authorized amount.

Corrective

Actions

The

Company is filing this Current Report on Form 8-K to correct the record and to disclose that the Authorized Share Decrease became effective

on July 15, 2026 upon acceptance of the Certificate of Amendment by the Nevada Secretary of State, as described under Item 5.03

above. The Company intends to file, promptly following this Current Report:

●

Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended February 28, 2026, to correct the disclosed authorized share

count and total authorized capitalization for that period to reflect that, as of February 28, 2026 and through the filing date of the

original Form 10-K, the Company’s authorized Common Stock was 27,500,000,000 shares (total authorized capitalization of 27,520,000,000

shares);

●

Amendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2026, to make the corresponding correction

for that period; and

The

Company has evaluated the error described above and does not believe it affected the Company’s previously reported assets, liabilities,

revenues, net loss, stockholders’ equity, or earnings per share, as authorized (as opposed to issued and outstanding) share counts

do not enter into those computations, and the Company’s issued and outstanding Common Stock did not at any time exceed the true

authorized amount of 27,500,000,000 shares. Accordingly, the Company’s Board of Directors and management have not determined that

this matter requires a restatement of, or that investors should no longer rely on, the Company’s previously issued financial statements

within the meaning of Item 4.02 of Form 8-K. The Company’s management is separately evaluating the design and operating effectiveness

of the Company’s disclosure controls and procedures in light of this matter and will report its conclusions, together with any

remediation measures, in the Form 10-K/A and Form 10-Q/A referenced above.

Forward-Looking

Statements

This

Current Report on Form 8-K contains statements that may constitute “forward-looking statements” within the meaning of the

Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intended corrective filings. Such

statements are subject to risks and uncertainties, and actual results or actions may differ materially. The Company undertakes no obligation

to update any forward-looking statements except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment to Articles of Incorporation, as filed with and accepted by the Nevada Secretary of State on July 15, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.

Date:

July 16, 2026

By:

/s/

Steve Reinharz

Name:

Steve Reinharz

Title:

Chief Executive Officer / Chief Technology Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

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.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 18

v3.26.1

Cover

Jul. 14, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 14, 2026

Current Fiscal Year End Date

--02-28

Entity File Number

000-54270

Entity Registrant Name

ARTIFICIAL

INTELLIGENCE TECHNOLOGY SOLUTIONS, INC.

Entity Central Index Key

0001498148

Entity Tax Identification Number

87-0479286

Entity Incorporation, State or Country Code

Entity Address, Address Line One

10800

Galaxie Avenue

Entity Address, City or Town

Ferndale

Entity Address, State or Province

Entity Address, Postal Zip Code

48220

City Area Code

(877)

Local Phone Number

727-8477

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration