As filed with the Securities and Exchange Commission on July 16, 2026

Registration No. 333-[_________]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

10800 Galaxie Avenue, Ferndale, Michigan 48220

(877) 787-6268

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steve Reinharz, Chief Executive Officer 

Artificial Intelligence Technology Solutions Inc.

10800 Galaxie Avenue, Ferndale, Michigan 48220

(877) 787-6268

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Frederick M. Lehrer, P. A.

2108 Emil Jahna Road

Clermont, Florida 34117

(561) 706-7646

flehrer@securitiesattorney1.com

Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. The Selling Stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 16, 2026

PROSPECTUS

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

1,555,000,000 Shares of Common Stock

5,000,000 Commitment Shares

1,550,000,000 Maximum of Put Shares

This prospectus relates to the resale, from time to time, by Trillium Partners LP (the “Selling Stockholder” or “Trillium”) of up to 1,555,000,000 shares of our common stock, par value $0.0001 per share, consisting of (i) 5,000,000 shares issuable to Trillium as commitment shares (the “Commitment Shares”) under the Equity Purchase Agreement described in this prospectus, issuable in two equal tranches of 2,500,000 shares, and (ii) up to 1,550,000,000 shares (the “Put Shares”) that we may elect to issue and sell to Trillium from time to time under the Equity Purchase Agreement dated June 23, 2026 (the “Purchase Agreement”) between us and Trillium.

The Purchase Agreement establishes an “equity line of credit” or “ELOC.” Under the Purchase Agreement, we have the right, but not the obligation, to require Trillium to purchase up to $10,000,000 of our common stock over a 36-month commitment period, subject to the conditions and limitations described in this prospectus. We may direct purchases through either of two mechanisms that we elect in each put notice:

We will not receive any proceeds from the resale of shares by the Selling Stockholder. We will, however, receive proceeds from our sale of Put Shares to Trillium under the Purchase Agreement. See “Use of Proceeds.”

Trillium is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale of our common stock under the Purchase Agreement. No other underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering.

Our common stock is quoted on the OTC Markets under the symbol “AITX.” On July 15, 2026, the last reported sale price of our common stock was $0.0086 per share.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is July 16, 2026.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the “Risk Factors” section and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, references to “AITX,” the “Company,” “we,” “us,” and “our” refer to Artificial Intelligence Technology Solutions Inc. and its subsidiaries. All dollar amounts are in U.S. dollars unless otherwise indicated.

Our Company

Artificial Intelligence Technology Solutions Inc. is a developer and operator of artificial intelligence-driven security and productivity solutions for enterprise clients. Through its family of companies—including Robotic Assistance Devices, Inc. (“RAD-I”), Robotic Assistance Devices Mobile (“RAD-M”), Robotic Assistance Devices Group (“RAD-G”), Robotic Assistance Devices Residential (“RAD-R”), and Robotic Assistance Devices Lanka (Private) Limited (“RAD Lanka”), the Company develops and delivers a range of AI-driven technologies and services designed to transform security, automation, and operational workflows across multiple industries.

Through its primary subsidiary, RAD-I, the Company markets an AI-driven “Solutions-as-a-Service” model to the security and guarding services industry, which the Company estimates to be an approximately $50 billion market in the United States. The Company’s solutions are designed to deliver cost savings of between 35% and 80% compared with traditional manned security and monitoring, using a suite of stationary and mobile devices together with the Company’s software and monitoring platforms.

The Company describes its operations across three principal pillars: (i) stationary security devices (RAD-I); (ii) mobile autonomous platforms (RAD-M), including the ROAMEO mobile security unit, early commercial deployment of which began in May 2026; and (iii) the Company’s SARA agentic artificial intelligence platform (RAD-G). RAD Lanka, a wholly owned subsidiary located in Sri Lanka and operating under Port City Colombo status, supports software development, artificial intelligence initiatives, and technical operations across the Company’s subsidiaries. Internally, the Company refers to the long-term outcome of this strategy as “RAD Town,” an integrated autonomous-security deployment across a campus, community, or jurisdiction.

Recent Financial Results

For the fiscal year ended February 28, 2026, we reported revenue of $7,745,336, an increase of $1,614,450, or 26%, over the prior fiscal year. Gross profit increased 48% to $5,533,700 and gross margin expanded to approximately 71% from approximately 61%. Operating expenses were essentially flat at approximately $17,477,097, and our loss from operations improved by approximately $2.0 million to $(11,943,397). We reported a net loss of approximately $14.5 million for the fiscal year ended February 28, 2026 and had an accumulated deficit of approximately $171 million as of that date.

Our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements expressing substantial doubt about our ability to continue as a going concern. For the year ended February 28, 2026, the Company had negative cash flow from operating activities of $9,344,534. As of February 28, 2026 the Company has an accumulated deficit of $171,121,742 and negative working capital of $17,017,745. Management does not anticipate having positive cash flow from operations in the near future. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements.

We have funded our operations principally through the issuance of equity and debt securities, including variable-priced instruments, and we expect to continue to rely on external financing, including the equity line established by the Purchase Agreement described in this prospectus. See “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Corporate Information

We are a Nevada corporation. Our principal executive offices are located at 10800 Galaxie Avenue, Ferndale, Michigan 48220, and our telephone number is. Our common stock is quoted on the OTC Markets under the symbol “AITX.” Our website address is www.aitx.ai. Information contained on, or accessible through, our website is not incorporated by reference into, and does not constitute a part of, this prospectus.

THE OFFERING

ABOUT THIS OFFERING

On June 23, 2026, we entered into an Equity Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”) with Trillium Partners LP. This offering relates to the resale by Trillium of the Commitment Shares and the Put Shares. The following is a summary of the material terms of the equity line established by the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, which are filed as exhibits to the registration statement of which this prospectus forms a part. For a description of our registration obligations to Trillium and the liquidated damages that may become payable if we fail to satisfy specified registration deadlines, see “Risk Factors” and “Description of the Equity Purchase Agreement and Registration Rights Agreement.” In addition, because our common stock is quoted on the OTC Markets and Trillium is an underwriter with respect to the resale of the shares, Trillium must resell the Commitment Shares and the Put Shares registered in this offering at a fixed price for the duration of the offering rather than at prevailing market prices; see “Plan of Distribution.”

The Equity Line; Put Right

Under the Purchase Agreement, we have the right, but not the obligation, to require Trillium to purchase up to $10,000,000 of our common stock during the 36-month commitment period, subject to the satisfaction of the conditions described below and in the Purchase Agreement. To exercise a put, we deliver a written put notice to Trillium specifying the dollar amount we elect to draw (the “Investment Amount”) and electing the applicable put type. If no put type is specified, the put is deemed a Regular Put. At least five (5) trading days must elapse between put notices.

Regular Puts

For a Regular Put, the purchase price per share equals 85% of the average of the three (3) lowest daily closing bid prices of our common stock during the ten (10) consecutive trading days immediately preceding (but not including) the put date. The number of Put Shares equals the Investment Amount divided by that purchase price. A Regular Put is not subject to a valuation period, a floor price, or any post-closing adjustment, and no estimated shares are delivered. The closing of a Regular Put occurs no later than one (1) trading day following the put date.

Accelerated Puts

For an Accelerated Put, the purchase price per share equals 85% of the average of the three (3) lowest daily closing bid prices of our common stock during a forward valuation period of ten (10) consecutive trading days beginning on the first trading day after the put date, subject to the Floor Price described below. Concurrently with an Accelerated Put notice, we deliver to Trillium’s brokerage account, via DWAC, “Estimated Shares” equal to 125% of the Investment Amount divided by the closing bid price on the trading day immediately prior to the put notice date. At the end of the valuation period, the parties “true up”: if the Estimated Shares exceed the number of Put Shares actually issuable, Trillium returns the excess to us via DWAC; if the Estimated Shares are fewer than the number issuable, we issue the shortfall to Trillium.

Floor Price and Knock-Out Mechanic (Accelerated Puts Only)

Each Accelerated Put is subject to a minimum price (the “Floor Price”) equal to the greater of (i) 75% of the closing bid price of our common stock on the put date or (ii) any higher minimum price we specify in the applicable Accelerated Put notice. If, on any trading day during the valuation period, the closing bid price is less than the Floor Price (a “Low Price Day”), then for each such Low Price Day neither party has the right or obligation to sell or purchase one-tenth (1/10th) of the Investment Amount, and the Investment Amount is reduced accordingly. If three (3) Low Price Days occur during a valuation period, the balance of the parties’ rights and obligations under that put terminate on the third Low Price Day, and the Investment Amount is adjusted to include only one-tenth (1/10th) of the initial Investment Amount for each trading day during the valuation period prior to termination on which the closing bid price equaled or exceeded the Floor Price.

Limitations on Puts

Our ability to require Trillium to purchase shares is subject to limitations, including that: (i) the aggregate of all Investment Amounts may not exceed $10,000,000; (ii) the Investment Amount for any single put may not exceed 250% of the average daily trading volume of our common stock for the ten (10) trading days preceding the put notice date, multiplied by the applicable purchase price; (iii) we may not deliver a put notice during an active valuation period for a prior put; (iv) at least five (5) trading days must have elapsed since the immediately preceding put notice; and (v) we may not deliver an Accelerated Put notice if, after giving effect to the issuance of the Estimated Shares, Trillium together with its affiliates would beneficially own more than 4.99% of our outstanding common stock (the “Beneficial Ownership Cap”). The 4.99% Beneficial Ownership Cap applies to all puts, whether Regular Puts or Accelerated Puts; on each closing date we may not issue, and Trillium is not required to purchase, Put Shares to the extent Trillium and its affiliates would beneficially own more than 4.99% of our outstanding common stock following the issuance.

Commitment Shares

As partial consideration for Trillium’s purchase commitment, we agreed to issue Trillium an aggregate of 5,000,000 Commitment Shares in two equal tranches: 2,500,000 shares upon the date the registration statement is declared effective by the SEC, and 2,500,000 shares on the date that is ninety (90) days following such effectiveness. The Commitment Shares are deemed fully earned upon execution of the Purchase Agreement. Both tranches are being registered for resale under this prospectus.

Conditions to Puts

Our right to deliver a put notice and Trillium’s obligation to purchase are subject to specified conditions, including that the registration statement of which this prospectus forms a part remains effective and available for the resale of the shares subject to the put, the accuracy of our representations and warranties, the absence of a material adverse effect, the continued quotation of our common stock without suspension or delisting, our continued DTC and DWAC eligibility, satisfaction of the Beneficial Ownership Cap, and delivery of a closing certificate. In addition, we may not issue Put Shares to the extent the issuance would exceed any applicable exchange cap or require stockholder approval under the rules of our principal market; because our common stock is quoted on the OTC Markets and is not listed on a national securities exchange, we do not currently expect these limitations to apply. There is no assurance that we will satisfy these conditions or be able to access the full amount available under the Purchase Agreement.

No Short Selling

Trillium has agreed that neither it nor its affiliates will engage in short sales of our common stock during the term of the Purchase Agreement, subject to customary exceptions, including sales after delivery of a put notice of a number of shares not exceeding the number reasonably expected to be issued under that put notice, sales of shares already held in Trillium’s brokerage account (including Estimated Shares previously delivered), and certain hedging transactions that do not involve the direct sale or transfer of our common stock.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information contained in this prospectus, before deciding to invest in our common stock. If any of the following risks actually occurs, our business, financial condition, results of operations, and prospects could be materially and adversely affected, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks we face.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form S-1 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this report — including statements regarding our future results of operations and financial condition, revenue and gross margin expectations, business strategy, product development and commercialization plans, planned international expansion, characterizations of our markets and industry, and the plans and objectives of management for future operations — are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “could,” or “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on our current expectations, estimates, and assumptions regarding our business, the economy, and other future conditions, and reflect management’s beliefs only as of the date of this report. Because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to risks, uncertainties, and changes in circumstances that are difficult to predict and many of which are outside our control. Our actual results, performance, and financial condition may differ materially from those expressed or implied by these statements. Factors that could cause actual results to differ materially include, among others, those described under “Risk Factors” in this Item 1A and elsewhere in this report. Accordingly, you should not place undue reliance on any forward-looking statement.

The forward-looking statements include, but are not limited to, statements concerning the matters described in the categories set forth below. These categories and the examples within them are illustrative only and do not constitute an exhaustive list of the forward-looking statements contained in this report, and the cautionary statements and risk factors set forth herein qualify all forward-looking statements wherever they appear. Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

FORWARD LOOKING STATEMENTS

1. Revenue and Financial Projections.

Statements that RAD-I’s recurring revenue and gross margin could, on a standalone basis, support positive cash flow operations and management’s characterization that RAD-I has “achieved a point” at which it could support positive cash flow operations today; that RAD-M will surpass RAD-I’s monthly recurring revenue contribution at some future point; that subscription gross margin will exceed 75% and outright-sale gross margin will exceed 50% based on average bill of materials costs and pricing that the market “has appeared to accept,” each of which is a forward-looking characterization dependent on assumptions about continued pricing acceptance, stable input costs, and manufacturing scale that may not be realized; that RAD-G will generate substantial revenue from SARA platform licensing; that RAD-M represents a higher revenue ceiling than stationary solutions; and that penetration of any covered industry would produce sufficient revenue to support profitability.

2. Product Development and Commercialization.

Statements regarding the planned introduction of additional stationary solutions during fiscal year 2027; the establishment of RAD Europe during fiscal 2027 and the anticipated benefits thereof; all statements regarding ROAMEO’s commercial viability, autonomous operation without on-site human pilots, production ramp, and revenue trajectory following commencement of commercial billing in May 2026; statements regarding planned RAD-I product introductions, including their timing, features, and market acceptance; and statements regarding expansion of the authorized dealer network and anticipated contributions from the dealer channel.

3. Market and Industry Characterizations.

All characterizations of the physical security industry as undergoing a structural transition analogous to Industry 4.0; assertions that the human-guard labor model is experiencing unsustainable cost pressures; characterizations of the total addressable market for AI-driven and autonomous security solutions; any implication that competitive dynamics will favor the Company; and the “RAD Town” concept in its entirety, which is a conceptual design target and strategic roadmap, not a contracted project, existing deployment, or assured business outcome.

4. SARA Platform and Agentic AI.

All characterizations of SARA as an agentic AI platform enabling autonomous real-time action without continuous human intervention, including the Item 1 description that SARA enables devices to “perceive, decide, communicate, and act autonomously in real time, without continuous human intervention,” which states this as a present operational characteristic rather than design intent and should be read in light of the actual performance qualifications in this Item 1A; statements regarding SARA licensing and commercialization with third-party hardware manufacturers and monitoring platforms (including the Immix integration); anticipated expansion of the dealer network and platform ecosystem; statements regarding SARA’s performance in detection, escalation, and response workflows; the characterization in Item 1 that the firearm detection analytic “identifies visible handguns and long guns in real time,” which omits the design-intent and environmental-conditions qualifications that investors should consider when evaluating this statement; and all characterizations of RAD-G’s sales funnel as “substantial” or of management’s expectations for RAD-G revenue as “high.” Industry award recognitions do not constitute validation of product safety, efficacy, or commercial viability.

5. Management Estimates and Unaudited Financial Characterizations.

The approximate $20 million cumulative ROAMEO development figure is a management estimate not audited or reviewed by the Company’s independent registered public accounting firm. Segment-level profitability and cash flow characterizations for RAD-I—including management’s characterization in Item 1 that RAD-I “has achieved a point” at which its recurring revenue and gross margin could support positive cash flow operations today—are based on internal analysis for which no separately audited financial statements are published. This characterization excludes all expenses not directly attributable to the stationary solutions business, including shared corporate overhead, interest expense, and investment in RAD-M and RAD-G, and does not indicate that the Company as a whole operates at or near positive cash flow. No financial characterization of any individual subsidiary should be treated as audited data. Characterizations of gross margin expectations are based on average bill of materials costs and market pricing over limited historical periods, as well as pricing that the market “has appeared to accept,” and may not be representative of future results.

6. International Expansion.

Statements regarding the anticipated establishment of RAD Europe during fiscal 2027; expected benefits of RAD Lanka’s Port City Colombo status, including cost efficiency and tax benefits; and anticipated GDPR-compliant service capabilities to be provided through RAD Europe. All such forward-looking statements are subject to regulatory, legal, and operational risks inherent in international expansion.

RISK FACTORS

In addition to the forward-looking statement categories described above, investors should carefully consider the following material risk factors. Each could cause actual results, financial condition, or business performance to differ materially from those described in this Form S-1. This list is not exhaustive, and additional risks not currently anticipated by management may emerge.

I. FINANCIAL AND GOING CONCERN RISKS

Substantial Doubt About the Company’s Ability to Continue as a Going Concern.