Artificial Intelligence Technology Solutions Inc 8-K, filed Jun 25, 2021
Artificial Intelligence Technology Solutions Inc. (AITX)
About this 8-K
Artificial Intelligence Technology Solutions Inc filed this 8-K on June 25, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): June 25, 2021 (June 22, 2021)
| ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-55079 | 27-2343603 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
1 East Liberty, 6th Floor Reno, NV 89501 |
| (Address of principal executive offices) |
| 702-990-3271 |
| (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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
When used in this Current Report on Form 8-K, unless otherwise indicated, the terms the “Company,” “our,” or “we” refer to Artificial Intelligence Technology Solutions Inc. and its subsidiaries.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 22, 2021, Mr. Garett Parsons submitted his resignation as a director of our Company effective as of June 22, 2021 (“Resignation Date”) as a result of personal health reasons.
In connection with the resignation of Mr. Parsons, the Company and Mr. Parsons entered into a resignation letter agreement (“Resignation Letter”). Pursuant to the terms of the Resignation Letter, Mr. Parsons will receive, among other things, a lump sum payment equal to $265,700 due and payable pursuant to the Consulting Agreement between Mr. Parsons and our Company filed as Exhibit 10.13 to our Form 8-K filed on March 2, 2021. Mr. Parsons was paid $37,700 on June 23, 2021, $110,000 on June 24, 2021, and a final payment of $118,000 on June 25, 2021. The Company plans to re-purchase Mr. Parsons’ preferred shares, however, does not have the ability to do so at the present time and there is no guarantee that it will be able to do so in the future. As a condition to payment of all of the foregoing amounts, Mr. Parsons will execute a release of claims in favor of the Company and its subsidiaries following his resignation. The Company plans to seek a replacement director in the future.
On June 23, 2021, our CEO posted the following on Social Media via Twitter, “We say goodbye to Garett with our best wishes and we continue to move forward at max speed. Some exciting clarity related to RAD G coming up next!”
On June 24, 2021, we entered into an employment agreement (“Agreement”) with Anthony Brenz. Under the Agreement, Mr. Brenz shall earn an annual base salary of $180,000 and may be eligible to receive a quarterly bonus at the discretion of the Company’s CEO. In addition to receiving the benefits available to salaried employees generally, Mr. Brenz is also eligible to participate in certain other compensation and benefit plans available to key employees including the Company’s stock award plan (“Plan”) within eighteen (18) months when the Plan is fully implemented.
The foregoing summary of the Resignation Letter is not complete and is qualified in its entirety by reference to the full text of the Resignation Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference. On June 23, 2021, we issued a press release announcing the resignation of Mr. Parsons. A copy of the press release announcing the resignation of Mr. Parsons has been filed as Exhibit 99.1 to this Form 8-K, which is incorporated herein by reference. The foregoing summary of the Agreement is not a complete summary and is qualified in its entirety by reference to the Employment Agreement, a copy of which has been filed herewith as Exhibit 10.2 and which is incorporated herein by reference.
Unless otherwise indicated, the following exhibits are filed herewith:
| Exhibit No. | Description of Exhibit | |
| 10.1 | Resignation Letter dated June 22, 2021 between Artificial Intelligence Technology Solutions Inc. and Garett Parsons | |
10.2 |
||
| 99.1 | Press Release dated June 23, 2021 |
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.
| Date: June 25, 2021 | ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. | |
| /s/ Steven Reinharz | ||
| Name: | Steven Reinharz | |
| Title: | President | |
EXHIBIT 10.1
ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.
1 EAST LIBERTY, 6th FLOOR
RENO, NV 89501
June 22, 2021
Dear Mr. Parsons:
This letter (“Resignation Letter”) sets forth the agreement between you and Artificial Intelligence Technology Solutions Inc. (“AITX”), regarding your resignation from AITX and its subsidiaries effective as of June 22, 2021 (the “Resignation Date”).
AITX agrees to provide you the payment specified in Exhibit B, subject to your signing the General Release and Waiver attached as Exhibit A (the “Release”) on or within 21 days following the Resignation Date and not revoking such Release. The payments you will receive pursuant to the Resignation Letter are summarized in Section 1 of Exhibit B hereto.
Thank you for your years of service and dedication to AITX.
If you agree to the foregoing, kindly sign and return a duplicate copy of this Agreement to Anthony Brenz, Chief Financial Officer.
Very truly yours,
AITX INC.
| By: | /s/ Steven Reinharz | |
| Name: | Steven Reinharz | |
| Date: | June 22, 2021 |
Accepted and Agreed to:
GARETT PARSONS
| By: | /s/ Garett Parsons | |
| Date: | June 22, 2021 |
EXHIBIT A
GENERAL RELEASE AND WAIVER
1. Garett Parsons (“Consultant”) hereby acknowledges and agrees that Consultant’s agreement with Artificial Intelligence Solutions Inc. (together, the “Company”) terminated on June 22, 2021 (the “Termination Date”).
2. Consultant acknowledges and agrees that Consultant’s executing this General Release and Waiver (“Release”) is a condition precedent to the Company’s obligation to pay (and the Consultant’s right to retain) the payments set forth in Exhibit B, and that the payments are adequate consideration for this Release, and that any monetary or other benefits that, prior to the execution of this Release, Consultant may have earned or accrued, or to which Consultant may have been entitled, have been paid or such payments or benefits have been released, waived or settled by Releasor (as defined below) except as expressly provided in this Release.
3. (a) THIS SECTION PROVIDES A COMPLETE RELEASE AND WAIVER OF ALL EXISTING AND POTENTIAL CLAIMS CONSULTANT MAY HAVE AGAINST EVERY PERSON AND ENTITY INCLUDED WITHIN THE DESCRIPTION BELOW OF “RELEASEE.” BEFORE CONSULTANT SIGNS THIS RELEASE, CONSULTANT MUST READ THIS SECTION CAREFULLY AND MAKE SURE THAT CONSULTANT UNDERSTANDS IT FULLY.
(b) In consideration of Employee’s receipt and acceptance of payments in Exhibit B from the Company, and on behalf of the Company and each Releasee (as defined below), Consultant, on Consultant’s behalf and on behalf of Consultant’s heirs, executors, administrators, successors and assigns (collectively, “Releasor”), hereby irrevocably, unconditionally and generally releases the Company, its current and former officers, directors, shareholders, trustees, parents, members, managers, affiliates, subsidiaries, branches, divisions, benefit plans, agents, attorneys, advisors, counselors and employees, and the current and former officers, directors, shareholders, agents, attorneys, advisors, counselors and employees of any such parent, affiliate, subsidiary, branch or division of the Company and the heirs, executors, administrators, receivers, successors and assigns of all of the foregoing (each, a “Releasee”), from or in connection with, and hereby waives and/or settles, except as provided in Section 3(c), any and all actions, causes of action, suits, debts, dues, sums of money, accounts, controversies, agreements, promises, damages, judgments, executions, or any liability, claims or demands, known or unknown and of any nature whatsoever, whether or not related to employment or consultancy, and which Releasor ever had, now has or hereafter can, shall or may have as of the date of this Release, including, without limitation, (i) any rights and/or claims arising under any contract, express or implied, written or oral; (ii) any rights and/or claims arising under any applicable foreign, Federal, state, local or other statutes, orders, laws, ordinances, regulations or the like, or case law, that relate to employment or employment practices, including, without limitation, family and medical, and/or, specifically, that prohibit discrimination based upon age, race, religion, sex, color, creed, national origin, sexual orientation, marital status, disability, medical condition, pregnancy, veteran status or any other unlawful bases, including, without limitation, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Family Medical Leave Act of 1993, as amended, the Consultant Resignation Income Security Act of 1974, as amended, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar applicable statutes, orders, laws, ordinances, regulations or the like, or case law, of the State of Nevada and any State in which any Releasee is subject to jurisdiction, or any political subdivision thereof, and all applicable rules and regulations promulgated pursuant to or concerning any of the foregoing statutes, orders, laws, ordinances, regulations or the like; (iii) any waivable rights and/or claims relating to wages and hours, including under state or local labor or wage payment laws; (iv) any rights and/or claims to benefits that Consultant may have or become entitled to receive under any severance, termination, change of control, bonus or similar policy, plan, program, agreement or similar or related arrangements, including, without limitation, any offer letter, letter agreement or employment agreement between Consultant and the Company; (v) any rights and/or claims that Consultant may have to receive any equity in the Company (whether restricted or unrestricted) in the future; and (vi) and any rights and/or claims for attorneys’ fees. Consultant agrees not to challenge or contest the reasonableness, validity or enforceability of this Release.
(c) Notwithstanding the foregoing, Consultant does not release any Releasee from any of the following rights and/or claims: (i) any rights and/or claims Consultant may have that arise after the date Consultant signs this Release; (ii) any rights and/or claims that by law cannot be waived by private agreement; (iii) Consultant’s non-forfeitable rights to accrued benefits (within the meaning of Sections 203 and 204 of ERISA); (iv) any rights and/or claims to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; (v) any rights and/or claims to enforce the Resignation Letter in accordance with its terms; and (vii) any rights as a stockholder of the Company.
4. Nothing in or about this Release prohibits Consultant from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii) providing Confidential Information to the extent required by law or legal process or permitted by Section 21F of the Securities Exchange Act of 1934; or (iii) cooperating, participating or assisting in any government or regulatory entity investigation or proceeding.
5. Consultant represents and warrants that Consultant has not filed or commenced any complaints, claims, actions or proceedings of any kind against any Releasee with any Federal, state or local court or any administrative, regulatory or arbitration agency or body. Consultant hereby waives any right to, and agrees not to, seek reinstatement or employment or consultancy of any kind with any Releasee and, without waiver by any Releasee of the foregoing, the existence of this Release shall be a valid, nondiscriminatory basis for rejecting any such application or, in the event Consultant obtains such employment or consultancy, for terminating such employment or consultancy. This Release and the Separation Benefit are not intended to be, shall not be construed as and are not, an admission or concession by any Releasee of any wrongdoing or illegal or actionable acts or omissions.
6. (a) Consultant hereby represents and agrees that Consultant shall keep confidential and not disclose orally or in writing, to any person, except as may be required by law or as publicly disclosed by the Company, any and all information concerning the existence or terms of this Release and the amount of any payments made hereunder. Consultant further agrees that, except as shall be required by law, Consultant shall keep confidential and not disclose orally or in writing, directly or indirectly, to any person (except Consultant’s immediate family, attorneys and accountant), any and all information concerning any facts, claims or assertions relating or referring to any experiences of Consultant or treatment Consultant received by or on behalf of any Releasee through the date of this Release.
(b) If Consultant is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information covered by Section 6(a), Consultant shall promptly notify the Company of such request or requirement so that the Company may seek to avoid or minimize the required disclosure and/or to obtain an appropriate protective order or other appropriate relief to ensure that any information so disclosed is maintained in confidence to the maximum extent possible by the agency or other person receiving the disclosure, or, in the discretion of the Company, to waive compliance with the provisions of this Release. Consultant shall use reasonable efforts, in cooperation with the Company or otherwise, to avoid or minimize the required disclosure and/or to obtain such protective order or other relief. If, in the absence of a protective order or the receipt of a waiver hereunder, Consultant is compelled to disclose such information or else stand liable for contempt or suffer other sanction, censure or penalty, Consultant shall disclose only so much of such information to the party compelling disclosure as he believes in good faith on the basis of advice of counsel is required by law, and, to the extent reasonably practicable, Consultant shall give the Company prior notice of such information he believes he is required to disclose.
7. Consultant shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning any Releasee.
8. The covenants, representations and acknowledgments made by Consultant in this Release shall continue to have full force and effect after the execution and effectiveness of this Release and the delivery of the payments in Exhibit B, and this Release shall inure to the benefit of each Releasee, and the successors and assigns of each of them, to the extent necessary to preserve the intended benefits of such provisions. If any section of this Release is determined to be void, voidable or unenforceable, it shall have no effect on the remainder of this Release, which shall remain in full force and effect, and the provisions so held invalid or unenforceable shall be deemed modified as to give such provisions the maximum effect permitted by applicable law. The Company shall be excused and released from any obligation to make payment of the payments in Exhibit B, and Consultant shall be obligated to return to the Company the payments in Exhibit B, in the event that Consultant is found to have (a) made a material misstatement in any term, condition, covenant, representation or acknowledgment in this Release, or (b) Consultant is found to have committed or commits a material breach of any term, condition or covenant in this Release.
9. This Release and the Resignation Letter constitute the sole and complete agreement between the parties with respect to the matters set forth therein and supersedes all prior agreements, understandings and arrangements, oral or written, between Consultant and the Company with respect to the subject matter thereof. This Release may not be amended or modified except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Either party may, by an instrument in writing, waive compliance by the other party with any term or provision of this Release to be performed or complied with by such other party.
10. With respect to any claims or disputes under or in connection with this Release or any claims released under Section 3 of this Release, Consultant acknowledges that a breach or threatened breach of the provisions of this Release may give rise to losses or damages for which the Company cannot be reasonably or adequately compensated in an action at law, and that such violation may result in irreparable and continuing harm to the Company. Accordingly, Consultant agrees that, in addition to any other remedy that the Company may have at law or in equity, the Company shall be entitled to seek equitable relief, including, without limitation, injunction and specific performance and Consultant hereby waives any requirements for security or posting of any bond in connection with such relief. No specification in this Release of any particular remedy shall be construed as a waiver or prohibition of any other remedies (including claims for damages) in the event of a breach or threatened breach of this Release.
11. Consultant agrees and acknowledges that (a) Consultant has had an adequate opportunity to review this Release and all of its terms, (b) Consultant understands all of the terms of this Release, which are fair, reasonable and are not the result of any fraud, duress, coercion, pressure or undue influence exercised by or on behalf of any Releasee and (c) Consultant has agreed to and/or entered into this Release and all of the terms hereof, knowingly, freely and voluntarily.
12. By executing this Release, Releasor acknowledges that (a) Consultant has been advised by the Company to consult with an attorney before executing this Release; (b) Consultant was provided adequate time to review this Release and to consider whether to sign this Release and (c) Consultant has been advised that Consultant has seven (7) days following execution to revoke this Release (“Revocation Period”). Notwithstanding anything to the contrary contained herein or in the Resignation Letter, this Release shall not be effective or enforceable, and the payments in Exhibit B are not payable and shall not be delivered or paid by the Company, until the Revocation Period has expired and provided that Consultant has not revoked this Release. Consultant agrees that any revocation shall be made in writing and delivered to Anthony Brenz, Chief Financial Officer, 1 East Liberty, 6th Floor, Reno, NV 89501. Consultant acknowledges that revocation of this Release shall result in the Company’s not having an obligation to pay the payments in Exhibit B.
| Signature: | Date: |
Garett Parsons
EXHIBIT B
| 1. | The total payment is $37,700 |
| 2. | The parties executed a note on* on July 22, 2021 in the amount of $228,000. *Subsequent to executing this agreement, the parties agreed to the following payment schedule: Mr. Parsons was paid $37,700 on June 23, 2021, $110,000 on June 24, 2021, and a final payment of $118,000 on June 25, 2021. |
Exhibit 10.2
June 24, 2021
Mr. Anthony T. Brenz
1378 Ridge View Court
Grand Blanc, Michigan 48439
C 586.321.2125
| Subject: | Offer to join the Artificial Intelligence Technology Solutions team |
Dear Tony,
Congratulations! It is with great excitement that we are pleased to offer you the role of Chief Financial Officer of Artificial Intelligence Technology Solutions Inc.
Role Outline
This role will encompass a variety of job duties and responsibilities. These include – but of course are not limited to – the following:
This role is overwhelming focused on any and all duties standard for the CFO of a micro-cap company with the Culture as previously defined.
Supplemental to the primary goal, and in support of the primary goal, additional expected activities include but are not limited to:
| - | HR and administrative management and related work | |
| - | General management coaching of upcoming AITX/RAD leaders | |
| - | General assistance as it relates to AITX/RAD facilities | |
| - | Other strange, possibly uncomfortable and unknown duties as may be required to help the success of AITX/RAD |
Structure
The role reports to Steve Reinharz, President and CEO.
Sensitive Information
You will be privy to sensitive information that no one else may know about. Information may affect market acceptance of our products, relationships with key vendors, employee morale, and our stock price. Working closely with Steve and the AITX/RAD team for proper execution of the work and strategic sharing of information is critical in this role.
Artificial Intelligence Technology Solutions Inc.
info@aitx.ai ● www.aitx.ai ● 31103 Rancho Viejo Road, Ste. D2114 San Juan Capistrano, California 92675
Time off
We have an ‘unlimited’ PTO policy with the only restrictions being imposed by the nature of our mission and deliverables. Largely speaking we trust your commitment to your goals, and we understand balancing the priorities of personal business. Time off for doctor visits, family member doctor visits/emergencies/etc., puppy vet visits and sick time is not accrued nor tracked. We would like you to organize your schedule for your best productivity personally and professionally. Extended vacation time needs to be pre-approved from a timing perspective so we can have your work covered appropriately and ensure core corporate responsibilities are achieved.
AITX/RAD Culture
Our corporate philosophies include a can-do attitude, no egos, merit-based vs title/position based, and commitment to our mission. Our mission of course is to become the dominant company for security robots and other solutions we will bring to market.
As this is a technology startup there will be work and duties that are unforeseen and cannot be predicted. As with everyone in our core group the expectation is that we all do whatever is necessary to achieve our goals.
Compensation
Base salary:
| - | Base salary will be $180,000 paid twice per month according to our payroll schedule. |
Performance Based Incentives:
| - | The program will be as follows: | |||
| ○ | Up to 50% of your base salary and will be paid quarterly. | |||
| ○ | The performance incentive is at the discretion of the CEO and will be based on performance. | |||
| ○ | This program will evolve over time. | |||
Stock:
| - | It is the company’s intention to roll out a stock award program within the next 18 months. Your role will entitle you to participate in the plan when it is rolled out. The ESOP program has been officially submitted and approved and part of your role will be administration of this. |
Other:
| - | Cell phone expense: Up to $50 per month can be claimed | |
| - | Health care: Benefits are scheduled to start June 1, 2021 | |
| - | 401k: The company is considering options for this in concert with the stock award program. |
The personal non-disclosure agreement will remain in force throughout and post-employment. Your anticipated start date in this new role will be Thursday, June 24th, 2021.
Please indicate your acceptance by signing and returning this document to me at your convenience. This offer expires at midnight, June 24, 2021.
Artificial Intelligence Technology Solutions Inc.
info@aitx.ai ● www.aitx.ai ● 31103 Rancho Viejo Road, Ste. D2114 San Juan Capistrano, California 92675
On behalf of Team AITX/RAD, I look forward to working with you and achieving AITX/RAD’s goals together!
Steve Reinharz
President, Robotic Assistance Devices, Inc.
CEO, Artificial Intelligence Technology Solutions Inc.
Acceptance:
| Employee name: | Date | Signature: |
Artificial Intelligence Technology Solutions Inc.
info@aitx.ai ● www.aitx.ai ● 31103 Rancho Viejo Road, Ste. D2114 San Juan Capistrano, California 92675
EXHIBIT 99.1
AITX Announces the Resignation of Garett Parsons
Henderson, Nevada, June 23, 2021 — Artificial Intelligence Technology Solutions, Inc., (OTCPK:AITX), today announced that Garett Parsons has resigned his position with the company effective June 22, 2021. Parsons provided notice of his resignation from the Company’s Board of Directors and as a consultant, citing personal health reasons. Additional terms of Parsons’ resignation will be released in the company’s related 8-K filing.
“I wish Garett a speedy recovery and the best in his future endeavors,” said Steve Reinharz, CEO of AITX.
Follow Steve Reinharz on Twitter @SteveReinharz for future RAD and AITX updates.
CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release other than statements of historical fact are “forward-looking statements” that are based on current expectations and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements, including, but not limited to, the following: the ability of Artificial Intelligence Technology Solutions to provide for its obligations, to provide working capital needs from operating revenues, to obtain additional financing needed for any future acquisitions, to meet competitive challenges and technological changes, to meet business and financial goals including projections and forecasts, and other risks. Artificial Intelligence Technology Solutions undertakes no duty to update any forward-looking statement(s) and/or to confirm the statement(s) to actual results or changes in Artificial Intelligence Technology Solutions expectations.
About Artificial Intelligence Technology Solutions (AITX)
AITX is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX’s RAD and RAD-M companies help organizations streamline operations, increase ROI and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services, and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staffs and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education and healthcare. To learn more, visit www.aitx.ai and www.roboticassistancedevices.com, or follow Steve Reinharz on Twitter @SteveReinharz.
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| Investor Relations Contact | Steve Reinharz |
| The Waypoint Refinery, LLC | AITX |
| 845-397-2956 | 949-636-7060 |
| www.thewaypointrefinery.com | @SteveReinharz |
