Artificial Intelligence Technology Solutions Inc. 10-K/A

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES Market Information AITX’s common stock began trading on the “Over the Counter” Bulletin Board (“OTC”) under the symbol “AITX” in June 2011 and as AITX on August 24, 2018. The following table sets forth, for the period indicated, the prices of the common stock in the over-the-counter market, as reported and summarized by OTC Markets Group, Inc. On August 24, 2018, the Company undertook a 100:1 reverse stock split, on March 27, 2020 a 10,000:1 reverse split, and on February 5, 2026 a 100:1 reverse split.. The share capital has been retrospectively adjusted accordingly to reflect this reverse stock split, except for the conversion price of certain convertible notes as the conversion price is not subject to adjustment from forward and reverse stock splits. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions. There is an absence of an established trading market for the Company’s common stock, as the market is limited, sporadic and highly volatile, which may affect the prices listed below. - 18 - Table of Contents High Low Fiscal Year Ended February 28, 2026: Quarter ended February 28, 2026 $ 0.09 $ 0.03 Quarter ended November 30, 2025 $ 0.15 $ 0.07 Quarter ended August 31, 2025 $ 0.16 $ 0.07 Quarter ended May 31, 2025 $ 0.28 $ 0.12 Fiscal Year Ended February 28, 2025: Quarter ended February 28, 2025 $ 0.52 $ 0.24 Quarter ended November 30, 2024 $ 0.43 $ 0.25 Quarter ended August 31, 2024 $ 0.74 $ 0.30 Quarter ended May 31, 2024 $ 0.99 $ 0.27 On June 1, 2026, the closing price per share of the Company’s common stock as quoted on the OTC was $0.0185. Dividends To date, we have not paid dividends on shares of the Company’s common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, AITX’s financial condition, and other factors deemed relevant by its Board of Directors. Holders of Common Stock As of June 2, 2026, there were 114 holders of AITX’s common stock of which 45 were active. The number of foregoing holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries. Common Stock As of June 1, 2026, the Company was authorized to issue 27,500,000,000 shares of common stock, with a par value of $0.00001. As described in the Explanatory Note to this Amendment, the Company’s authorized common stock was subsequently decreased to 12,000,000,000 shares, effective July 15, 2026, upon acceptance of the Certificate of Amendment by the Nevada Secretary of State. The closing price of its common stock on June 1, 2026, as quoted by OTC Markets Group, Inc., was $0.0185. There were 387,232,589 shares of common stock issued and outstanding as of June 1, 2026. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of its assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of the Company’s common are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the Board of Directors from funds legally available. Our Articles of Incorporation, Bylaws, and the applicable statutes of the state of Nevada contain a more complete description of the rights and liabilities of holders of our securities. During the years ended February 28, 2026 and February 28, 2025, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof. Non-cumulative voting Holders of shares of the Company’s common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. Securities Authorized for Issuance under Equity Compensation Plans On April 14, 2021 the Company adopted an Incentive Stock Option Plan where full details are disclosed in Exhibit 10.1 of the Company’s 8K filing of April 20,2021. Under the plan the Company may grant options to service providers and employees to acquire up to 50,000 shares of the Company’s common stock. The options will be under the varying terms and conditions of an agreement but the exercise price cannot be lower than 100% to 110% of the fair value of the stock at date of grant and the term of the grant can be no longer than 5 years. On August 11, 2022 the Company amended the 2021 Plan increasing the maximum number of shares applicable to the 2021 Plan from 50,000 to 1,000,000. On September 1, 2023, the Company as an addition to the afore-mentioned Incentive Stock Option Plan issued 1,142,170 shares to 48 employees. The shares were issued with an exercise price of $2.00, vest after 4 years with a 5 year term. - 19 - Table of Contents During the year ended February 28, 2026 the Company had the following common stock option activity: — On the original 2021 plan, options to purchase 33,000 shares were forfeited due to employee terminations. On the 2023 plan (see below) 57,160 options to purchase shares were forfeited due to employee terminations. During the year ended February 28, 2025 the Company had the following common stock option activity: — On the original 2021 plan, options to purchase 24,750 shares were forfeited due to employee terminations. On the 2023 plan 39,639 options to purchase shares were forfeited due to employee terminations. The Company recorded $136,969 in stock-based compensation on the 2023 plan which represents the current expense over the vesting period. In addition the company recorded $178,880 stock based compensation on the 2021 options , so for the year ended February 28, 2026 the Company recorded a total of $314,848 in stock based compensation with a corresponding increase in paid up capital. For the year ended February 28, 2025, the Company recorded $145,136 in stock-based compensation on the 2023 plan which represents the prior years’ expense over the vesting period. In addition the company recorded $186,549 stock based compensation on the 2021 options , so for the year ended February 28, 2025 the Company recorded a total of $331,685 in stock based compensation with a corresponding increase in paid up capital. — On the original 2021 plan, options to purchase 313,250 shares were forfeited due to employee terminations — On the 2023 plan, options to purchase 96,820 shares were forfeited due to employee terminations The following table shows the number of shares of common stock that could be issued upon exercise of outstanding options and warrants, the weighted average exercise price of the outstanding options and warrants, and the remaining shares available for future issuance at February 28, 2026. Plan Category Number of Securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by security holders. 1,732,120 $ 2.00 — Equity compensation plans not approved by security holders. — — — Total 1,732,120 $ 2.00 — - 20 - Table of Contents Preferred Stock The Company is authorized to issue up to 20,000,000 shares of $0.001 par value preferred stock. The board of directors is authorized to designate any series of preferred stock up to the total authorized number of shares. Series B Convertible, Redeemable Preferred Stock The board of directors has designated 5,000 shares of Series B Convertible, Redeemable Preferred Stock with a par value of $0.001 per share. As of the February 28, 2026, there are no shares of Series B Preferred Stock outstanding. The Series B Convertible Preferred Stock are redeemable at $1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have voting rights on a converted basis and receives quarterly dividends of 8%. Each holder may, at any time and from time to time convert all, but not less than all, of their shares of Series B Convertible, Redeemable Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by dividing the redemption value by the Conversion Price. The Conversion price is equal to the lower of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately preceding the date of the acquisition of the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar days immediately preceding, but not including, the Conversion Date. Following an event of default,” as defined in the Purchase Agreement, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling eighty five percent (85%) of the lowest traded price for the Company’s common stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion Date. Each share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of eight percent (8%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock at the discretion of the Company. Any dividends that are not paid a shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 14% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including the date of actual payment in full. On the thirtieth day following the issue date of this Preferred Stock the Company shall have the obligation to redeem one-third of the Preferred Stock outstanding for a redemption price equal to the redemption value of each such share of Preferred Stock, plus any accrued but unpaid dividends, plus all other amounts due to the Holder including, but not limited to Late Fees, liquidated damages and the legal fees and expenses of the Holder’s counsel. On the sixtieth (60 th ) calendar day following the date Preferred Stock is issued, the Corporation shall have the obligation to redeem one-half of the Preferred Stock then outstanding for the redemption price. On the ninetieth (90 th ) calendar day following the date Preferred Stock is issued, the Corporation shall have the obligation to redeem all of the Preferred Stock then outstanding for the redemption price. From the date of issuance until the date no shares of Series B Preferred Stock are issued and outstanding, unless Holders of at least 75% in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction Documents: (e) pay cash dividends or distributions on Junior Securities of the Corporation; f) enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval); or(g) enter into any agreement with respect to any of the foregoing. - 21 - Table of Contents Series C Convertible, Redeemable Preferred Stock The board of directors has designated 1,000 shares of Series B Convertible, Redeemable Preferred Stock with a par value of $0.001 per share. As of February 28, 2026, there are 417 shares of Series C Preferred Stock outstanding. The Series C Convertible Preferred Stock are redeemable at $1,200 per share, rank in priority to common stock and common stock equivalents upon liquidation of the Company, have voting rights on a converted basis and receives quarterly dividends of 12%. Each holder may, after 180 days after issuance, at any time and from time to time convert all, but not less than all, of their shares of Series C Convertible, Redeemable Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by dividing the redemption value by the Conversion Price. The Conversion price is equal to the lower of (1) a fixed price equaling the closing bid price of the Common Stock on the trading day immediately preceding the date of the acquisition of the shares and (2) the lowest traded price of the Common Stock during the ten (10) calendar days immediately preceding, but not including, the Conversion Date. Following an event of default,” as defined in the Purchase Agreement, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling ninety percent (90%) of the lowest traded price for the Company’s common stock during the ten (10) Trading Days immediately preceding, but not including, the Conversion Date. Each share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of twelve percent (12%) per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Preferred Share has been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock at the discretion of the Company. Any dividends that are not paid a shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 14% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including the date of actual payment in full. On the one hundred eightieth day following the issue date of this Preferred Stock the Company shall have the obligation to redeem all outstanding Series Preferred Shares for one hundred nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts due to the Holder pursuant to the Certificate of Designation and/or any Transaction Documents (“Redemption Date”). Prior to the Redemption Date, the Company at its discretion and on three (3) Trading Days’ written notice, may redeem all outstanding Preferred Shares for one hundred nine and one half percent (109.5%) of the stated value, plus any accrued but unpaid dividends, plus all other amounts due to the Holder pursuant to the Certificate of Designation and/or any Transaction Documents. From the date of issuance until the date no shares of Series C Preferred Stock are issued and outstanding, unless Holders of at least 75% in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire of any shares of its Common Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares as permitted or required under the Transaction Documents: (e) pay cash dividends or distributions on Junior Securities of the Corporation; f) enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval); or(g) enter into any agreement with respect to any of the foregoing. Series E Preferred Stock The Board of Directors has designated 4,350,000 shares of Series E Preferred Stock. As of February 28, 2026, there are 3,350,000 shares of Series E Preferred Stock outstanding. The Series E Preferred Stock ranks subordinate to the Company’s common stock as to distributions of assets upon liquidation, dissolution or winding up of the Corporation. The Series E preferred stock is non-redeemable, does not have rights upon liquidation of the Company and does not receive dividends. The outstanding shares of Series E Preferred Stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of equity instruments with voting rights. As a result, the holders of Series E Preferred Stock have 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders. - 22 - Table of Contents Series F Convertible Preferred Stock The Board of Directors has designated 10,000 shares of Series F Convertible Preferred Stock with a par value of $1.00 per share. As of February 28, 2026, there are 2,513 shares of Series F Convertible Preferred Stock outstanding. The Series F Convertible Preferred Stock is non-redeemable, does not have rights upon liquidation of the Company, does not have voting rights and does not receive dividends. Each holder may, at any time and from time to time convert all, but not less than all, of their shares of Series F Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis. So long as any shares of Series F Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of the majority of the holders: (a) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series F convertible preferred stock; (b) create any Senior Securities; (c) create any pari passu Securities; (d) do any act or thing not authorized or contemplated by the Certificate of Designation which would result in any taxation with respect to the Series F Convertible Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time to time amended, (or otherwise suffer to exist any such taxation as a result thereof). Series G Redeemable Preferred Stock The board of directors has designated 100,000 shares of Series G Preferred Stock. As of February 28, 2026, there are no shares of Series G Preferred Stock outstanding. The Series G preferred stock does not have voting rights, rank prior to all of the Corporation’s common stock and subordinate and junior to all shares of Series F Preferred Stock and pari passu with any of the Corporation’s preferred stock hereafter issued as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or involuntary, and does not receive dividends. At any time, the Corporation may, at its option, redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 per share. Recent Sales of Unregistered Securities The following is a summary of transactions by AITX involving sales of its securities that were not registered under the Securities Act. Date Transaction Consideration Shares Issued February 29, 2024 Number of shares outstanding February 29, 2024 9,238,750,958 August 8, 2024 Debt exchange $200,000 in debt exchanged for common shares 57,142,857 December 16, 2024 Debt exchange $200,000 in debt exchanged for common shares 79,923,076 February 11, 2025 Debt exchange $162,000 in debt exchanged for common shares 60,000,000 March 1, 2024-February 28, 2025 Other registered sales Various prices 4,979,636,877 Number of shares outstanding February 28, 2025 14,412,453,768 Date Transaction Consideration Shares Issued August 8, 2024 Debt exchange $200,000 in debt exchanged for common shares 57,142,857 December 16, 2024 Debt exchange $200,000 in debt exchanged for common shares 79,923,076 February 11, 2025 Debt exchange $162,000 in debt exchanged for common shares 60,000,000 March 1, 2025-February 28, 2026 Other registered sales Various prices 4,979,636,877 Number of shares outstanding February 28, 2026 14,412,453,768 Date Transaction Consideration Shares Issued 5-Mar-25 Debt exchange $150,500 in debt and $275,000 in accrued interest for a total Of $425,500 exchanged for common shares at a fair value of $444,000 for a loss on settlement of debt of $18,500 1,850,000 21-Apr-25 Debt exchange $475,000 in accrued interest exchanged for common shares at a fair value of $450,000 for a gain on settlement of debt of $25,000 2,500,000 15-May-25 Debt exchange $350,000 in accrued interest exchanged for common shares at a fair value of $350,000 2,500,000 9-Jun-25 Debt exchange $300,000 in accrued interest exchanged for common shares at a fair value of $350,000 for a loss on settlement of debt of $50,000 2,500,000 25-Jun-25 Debt exchange $275,000 in accrued interest exchanged for common shares at a fair value of $300,000 for a loss on settlement of debt of $25,000 2,500,000 24-Jul-25 Debt exchange $315,000 in accrued interest exchanged for common shares at a fair value of $350,000 for a loss on settlement of debt of $35,000 3,500,000 7-Aug-25 Debt exchange $360,000 in accrued interest exchanged for common shares at a fair value of $400,000 for a loss on settlement of debt of $40,000 4,000,000 17-Sep-25 Debt exchange $280,000 in accrued interest exchanged for common shares at a fair value of $480,000 for a loss on settlement of debt of $200,000 4,000,000 1-Oct-25 Debt exchange $280,000 in accrued interest exchanged for common shares at a fair value of $360,000 for a loss on settlement of debt of $80,000 4,000,000 21-Oct-25 Debt exchange $140,000 in accrued interest exchanged for common shares at a fair value of $180,000 for a loss on settlement of debt of $40,000 2,000,000 3-Nov-25 Debt exchange $280,000 in accrued interest exchanged for common shares at a fair value of $320,000 for a loss on settlement of debt of $40,000 4,000,000 14-Nov-25 Debt exchange $350,000 in accrued interest exchanged for common shares at a fair value of $400,000 for a loss on settlement of debt of $50,000 5,000,000 2-Dec-25 Conversion of Series C Preferred Shares Conversion of 85 Series C shares for fair value of $111,690 1,994,464 2-Dec-25 Debt exchange $378,000 in accrued interest exchanged for common shares at a fair value of $480,000 for a loss on settlement of debt of $102,000 6,000,000 12-Dec-25 Debt exchange $378,000 in accrued interest exchanged for common shares at a fair value of $420,000 for a loss on settlement of debt of $42,000 6,000,000 5-Jan-26 Debt exchange $324,000 in accrued interest exchanged for common shares at a fair value of $360,000 for a loss on settlement of debt of $36,000 6,000,000 18-Jan-26 Debt exchange $336,000 in accrued interest exchanged for common shares at a fair value of $420,000 for a loss on settlement of debt of $84,000 7,000,000 8-Feb-26 Debt exchange $192,000 in accrued interest exchanged for common shares at a fair value of $320,000 for a loss on settlement of debt of $128,000 8,000,000 March 1, 2025-February 28, 2026 Other registered sales Various prices 50,403,802 Number of shares outstanding February 28, 2026 267,872,804 * Shares adjusted for reverse stock splits: 100: 1 on August 24, 2018 and 10,000:1 on March 27, 2020 and 100:1 on February 5. 2026 In connection with the foregoing, the Registrant relied upon the exemption from registration under the Securities Act of 1933, as amended and the rules and regulations of the Securities and Exchange Commission thereunder, in reliance upon Section 4(a)(2) thereof and Regulation D thereunder. - 23 - Table of Contents Penny Stock Regulations The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock falls within the definition of penny stock and therefore is subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. In addition, the broker-dealer must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market. In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock. Purchases of Equity Securities by the Registrant and Affiliated Purchasers We have not repurchased any shares of our common stock during the fiscal years ended February 28, 2026 or February 28, 2025. ITEM 6. SELECTED FINANCIAL DATA Not applicable.