ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement with GHS Investments LLC

On December 5, 2022, we entered into a stock purchase agreement with GHS
Investments LLC ("GHS"). Under the stock purchase agreement with GHS (the "GHS
Purchase Agreement"), the Company may require GHS to purchase up to ten million
dollars ($10,000,000) of shares of common stock ("GHS Purchase Shares") over a
two-year term that ends on December 5, 2024.

The GHS Purchase Agreement provides that, upon the terms and subject to the
conditions and limitations set forth in the agreement, the Company has the right
from time to time during the term of the agreement, in its sole discretion, to
deliver to GHS on a specified day (the "Purchase Date") a purchase notice (a
"Purchase Notice") directing GHS to purchase (each, a "GHS Purchase") a
specified number of GHS Purchase Shares (a "Purchase Amount") at the applicable
purchase price (the "GHS Purchase Price"). A GHS Purchase will be made in a
minimum amount of Ten Thousand Dollars ($10,000) and up to a maximum of (a) one
hundred percent (100%) of the average daily traded volume for the common stock
during the ten (10) trading days preceding the Purchase Date if the lowest
traded price for the common stock during the Valuation Period is below $0.01001
per share; (b) one hundred and fifty percent (150%) of the average daily traded
volume for the common stock during the ten (10) trading days preceding the
Purchase Date if the lowest traded price for the common stock during the
Valuation Period is equal to or above $0.01001 per share; and (c) three million
dollars ($3,000,000).

The GHS Purchase Price per share of common stock will be set at ninety percent
(90%) of the lowest volume weighted average price for the common stock during
the five (5) consecutive trading days immediately before the date of a Purchase
Notice (the "Valuation Period'). On the first trading day after the last day of
the relevant Valuation Period, the Company will cause to be delivered to GHS
that number of shares of common stock that equal one hundred twelve and one-half
percent (112.5%) of the aggregate Purchase Amount specified in the Purchase
Notice divided by the GHS Purchase Price per share.

If the issuance of the GHS Purchase Shares as the result of a Purchase Notice
would cause the number of the Company's authorized shares of common stock to
exceed six billion (6,000,000,000) shares, the issuance of those shares would be
delayed to allow the Company to amend its Articles of Incorporation, increasing
the number of authorized shares. The GHS Purchase Shares would be immediately
issued following the effective date of any such amendment.

The GHS Purchase Agreement prohibits the Company from directing GHS to purchase
any shares of common stock if those shares, when aggregated with all other
shares of our common stock then beneficially owned by GHS and its affiliates,
would result in GHS and its affiliates having beneficial ownership, at any
single point in time, of more than 4.99% of the then total outstanding shares of
our common stock.

There are no trading volume requirements or restrictions under the GHS Purchase
Agreement. We will control the timing and amount of any sales of our common
stock to GHS.

Events of default under the GHS Purchase Agreement include the following:

  ? the effectiveness of the registration statement registering the resale of the
    GHS Purchase Shares lapses for any reason;




  ? the common stock is suspended from trading on the OTC Pink for a period of two
    consecutive trading days, during which time the Company may not direct GHS to
    purchase any shares during that time;

  ? the common stock is delisted from the OTC Pink provided, however, that the
    commons stock is not immediately thereafter trading on The NASDAQ Capital
    Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the New
    York Stock Exchange, the NYSE American, or the OTCQB or the OTCQX operated by
    the OTC Markets Group, Inc. (or any nationally recognized successor to any of
    the foregoing);




  ? the failure for any reason by the transfer agent to issue GHS Purchase Shares
    to GHS within three (3) business days after the date on which GHS was entitled
    to receive the shares;




  ? the Company breaches any representation, warranty, covenant or other term or
    condition under the GHS Purchase Agreement, its Schedules, or any related
    document if the breach could have a material adverse effect and except, in the
    case of a breach of a covenant that is reasonably curable, only if the breach
    continues for a period of at least five (5) Business Days;




  ? a proceeding against the Company is commenced by any person or entity pursuant
    to or within the meaning of any bankruptcy law;




  ? the Company, pursuant to or within the meaning of any bankruptcy law, (i)
    commences a voluntary case, (ii) consents to the entry of an order for relief
    against it in an involuntary case, (iii) consents to the appointment of a
    Custodian of it or for all or substantially all of its property, or (iv) makes
    a general assignment for the benefit of its creditors or is generally unable
    to pay its debts as they become due;




  ? a court of competent jurisdiction enters an order or decree under any
    bankruptcy law that (i) is for relief against the Company in an involuntary
    case, (ii) appoints a custodian of the Company or for all or substantially all
    of its property, or (iii) orders the liquidation of the Company; or




  ? if at any time the Company is not eligible to transfer its common stock
    electronically as DWAC Eligible.

So long as an Event of Default has occurred and is continuing, the Company shall
not deliver to the Investor any Purchase Notice.

The preceding summary of the GHS Purchase Agreement is not intended to be
complete and is qualified in its entirety by reference to the full text of the
GHS Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1, which
is incorporated by reference into this Form 8-K.

Previous Stock Purchase Agreements with GHS Investments LLC

The GHS Purchase Agreement is the third stock purchase agreement entered into
between the Company and GHS. As part of the initial stock purchase transaction
between the Company and GHS, dated September 15, 2021 (the "Initial GHS Purchase
Agreement"), the parties entered into a Registration Rights Agreement pursuant
to which the Company will register the Purchase Shares for resale by GHS. A copy
of the Initial GHS Purchase Agreement was filed on September 30, 2021 as Exhibit
10.1 to Post-Effective Amendment No. 1 to the Company's Form S-3. A copy of the
second GHS Purchase Agreement entered into between the Company and GHS dated
December 26, 2021 was filed on December 30, 2021 as Exhibit 10.1 to the
Company's Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number   Item

5.1*               Opinion of Weinstein Law Group, PC.

10.1*              Amended Purchase Agreement between the Company and GHS
                 Investments LLC, dated December 5, 2022.

23.1*              Consent of Weinstein Law Group, PC (included in Exhibit 5.1)

                   AITX Announces Filing of Prospectus Supplement and Updates
99.1*            Guidance

                 Cover Page Interactive Data File (embedded within the Inline XBRL
104*             document)

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