Item
5.03 Amendments to Designation of Incorporation or Bylaws; Change in Fiscal Year.
On
May 18, 2023, the Company filed a Certificate of Correction
with the Secretary of State of Nevada, to its Certificate of Designations of Series A Convertible Preferred Stock American International
Holdings Corp. (the “Company”), as originally filed with the Secretary of State of Nevada on May 6, 2022 (the “Designation”).
The Designation mistakenly read as though the Series A Convertible Preferred Stock of the Company (a) voted; and (b) converted into,
60% of the outstanding common stock of the Company, instead of providing for the right to (i) vote 60% of the total voting stock of the
Company (when including the voting rights of the common stock and any other designations of preferred stock); and (ii) convert into 60%
of the Company’s outstanding stock following the conversion of the Series A Convertible Preferred Stock into common stock (i.e.,
150% of the outstanding common stock of the Company). The Certificate of Correction corrected the errors discussed above, which are retroactive
to the original filing date of the Designation.
As
corrected, the Series A Convertible Preferred Stock have the following terms:
Series
A Convertible Preferred Stock
The
Designation provides for the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to have the following
rights:
Dividend
Rights. The Series A Preferred Stock does not accrue dividends.
Liquidation
Preference. The Series A Preferred Stock has no liquidation preference.
Conversion
Rights. Each holder of Series A Preferred Stock may, at its option, convert its shares of Series A Preferred Stock (each a “Series
A Conversion”) into that number of shares of common stock equal to the holder’s pro rata share of all Series A Preferred
Stock then issued and outstanding, multiplied by (i) 60%, minus the aggregate percentage of the Company’s outstanding common stock
previously converted by holders of the Series A Preferred Stock, through such applicable date (the “Remaining Percentage”)(for
example, if prior to the applicable date of determination, shares of Series A Preferred Stock have been converted into 3% of the outstanding
shares of common stock as of such date of determination, the Remaining Percentage would be 57%), multiplied by (ii) the outstanding shares
of our common stock as of the applicable date of determination, divided by 0.40, divided by (iii) the total number of shares of Series
A Preferred Stock then outstanding. No individual conversion by any individual holder shall be in an amount greater than 9.99% of the
outstanding common stock of the Company on the date on which the holder delivers notice of such conversion to the Company (the “Individual
Conversion Limitation”). The result of the above, is that such Series A Preferred Stock is convertible into 60% of the Company’s
outstanding common stock (on a post-conversion basis, i.e., 150% of the Company’s outstanding common stock on a pre-conversion
basis) currently.
Voting
Rights. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting
separately as a class, shall have the right to vote on all shareholder matters (including, but not limited to at every meeting of the
stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to the Remaining
Percentage of the total vote (the “Total Series A Vote”). For example, if there are 10,000 shares of the Company’s
common stock issued and outstanding at the time of a shareholder vote, and the Remaining Percentage is 60%, the holders of the Series
A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 15,000 shares, out of a total number of
25,000 shares voting. All Series A Shares shall vote together with the common stock on all shareholder matters as its own voting class.
Additionally,
so long as Series A Preferred Stock is outstanding, the Company shall not, without the affirmative vote of the holders of at least 66-2/3%
of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Articles
of Incorporation or the Bylaws of the Company so as to adversely affect the designations, preferences, limitations and relative rights
of the Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred Stock, (iii) designate any additional series
of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Preferred
Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical
amendments).
Redemption
Rights. The Series A Preferred Stock has no redemption rights.
Protective
Provisions. Subject to the rights of series of preferred stock which may from time to time come into existence, so long as any
shares of Series A Preferred Stock are outstanding, the Company cannot without first obtaining the approval (by written consent, as provided
by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class:
(a)
Issue any additional shares of Series A Preferred Stock after the original issuance of shares of Series A Preferred Stock;
(b)
Increase or decrease the total number of authorized or designated shares of Series A Preferred Stock;
(c)
Effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock;
(d)
Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred
Stock; or
(e)
Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares
of such series, including the rights set forth in the Second Amended and Restated Designation.
Transfer
Restrictions. Each holder of Series A Preferred Stock is prohibited from Transferring any shares of Series A Preferred Stock.
“Transfer” means directly or indirectly (a) offering for sale, selling, pledging, hypothecating, transferring, assigning
or otherwise disposing of (or enter into any transaction or device that is designed to, or could be expected to, result in the sale,
pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law); or
(b) entering into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the benefits or risks
of ownership of the applicable securities, whether any such transaction is to be settled by delivery of securities or other securities,
in cash or otherwise.
*
* * * *
The
foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate
of Correction filed herewith as Exhibit 3.1 hereto.