|8-KFeb 23, 6:02 AM ET

Artificial Intelligence Technology Solutions Inc. 8-K

Research Summary

AI-generated summary

Updated

AITX Announces Strategic Capital Realignment; Reverse 1-for-100 Split Pending

What Happened
Artificial Intelligence Technology Solutions Inc. (AITX) announced a strategic capital realignment after obtaining written consent on February 19, 2026 from the holder of its Series E Preferred Stock (representing ~67.7% of voting power). The actions approved include a proposed increase in authorized common shares and a pending 1-for-100 reverse stock split that has been submitted to FINRA for review. On February 19, 2026 the Board and a majority of voting power approved a Certificate of Amendment to increase authorized common shares from 27,500,000,000 to 31,300,000,000; the Company will delay filing that amendment with the Nevada Secretary of State until at least 20 days after distribution of the Definitive Information Statement per Rule 14c-2. A press release dated February 23, 2026 also states management is targeting positive cash flow by May 2026.

Key Details

  • Series E written consent obtained February 19, 2026 from holder representing ~67.7% of total voting power.
  • Authorized common shares proposed to increase from 27,500,000,000 to 31,300,000,000.
  • A 1-for-100 reverse stock split has been submitted to FINRA and remains pending review.
  • Company says the authorized-share increase provides additional liquidity to meet contractual obligations; it may withdraw the share increase if the reverse split is implemented before the amendment becomes effective.

Why It Matters

  • Potential dilution: increasing the number of authorized common shares could enable significant future dilution of existing common shareholders if shares are issued.
  • Share consolidation: a 1-for-100 reverse split would reduce outstanding share count per holder and can materially change market float and per‑share metrics; the split is not yet effective and is awaiting FINRA review.
  • Timing and uncertainty: the share-authority amendment won’t be filed until after required shareholder communications and could be withdrawn if the reverse split becomes effective first, so outcomes and timing remain uncertain.
  • Operational context: the company says the moves are intended to provide liquidity for contractual obligations and management has set a target of achieving positive cash flow by May 2026—items investors may watch closely.