0001493152-23-012179.txt : 20230413
0001493152-23-012179.hdr.sgml : 20230413
20230413172949
ACCESSION NUMBER: 0001493152-23-012179
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220506
FILED AS OF DATE: 20230413
DATE AS OF CHANGE: 20230413
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cohen Jacob D.
CENTRAL INDEX KEY: 0001432078
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50912
FILM NUMBER: 23819243
MAIL ADDRESS:
STREET 1: 2101 GLENDALE DRIVE
CITY: PLANO
STATE: TX
ZIP: 75023
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL HOLDINGS CORP.
CENTRAL INDEX KEY: 0001300524
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000]
IRS NUMBER: 901898207
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 205 S BAILEY STEET
CITY: ELECTRA
STATE: TX
ZIP: 76360
BUSINESS PHONE: 940-495-2155
MAIL ADDRESS:
STREET 1: 205 S BAILEY STEET
CITY: ELECTRA
STATE: TX
ZIP: 76360
FORMER COMPANY:
FORMER CONFORMED NAME: Delta Seaboard International, Inc.
DATE OF NAME CHANGE: 20100518
FORMER COMPANY:
FORMER CONFORMED NAME: Hammonds Industries, Inc.
DATE OF NAME CHANGE: 20070515
FORMER COMPANY:
FORMER CONFORMED NAME: International American Technologies, Inc.
DATE OF NAME CHANGE: 20050310
4
1
ownership.xml
X0407
4
2022-05-06
0
0001300524
AMERICAN INTERNATIONAL HOLDINGS CORP.
AMIH
0001432078
Cohen Jacob D.
205S BAILEY STREET
ELECTRA
TX
76360
1
0
0
0
0
Series A Preferred Stock
2022-05-06
4
J
0
1
0.00
D
0
D
Common Stock
2022-12-31
4
A
0
6000000
0.00
A
6458333
I
Held by Cohen Enterprises, Inc
Series A Preferred Stock
2022-05-06
4
J
0
1000000
A
2022-05-06
Common Stock
1000000
D
Series A Preferred Stock
2023-02-15
4
J
0
1000000
D
2022-05-06
Common Stock
0
D
Issued as a one-time bonus for services as an officer of the Company. Full vested upon issuance. Exempt under Rule 16b-3.
On May 6, 2022, the Issuer filed a Second Amended and Restated Certificate of Designations of its Series A Convertible Preferred Stock (the "Restated Designation"). Upon the filing and effectiveness of the Restated Designation with the Secretary of State of the State of Nevada, each outstanding share of Series A Preferred Stock of the Company was automatically split, reclassified and converted into 1,000,000 shares of Series A Preferred Stock having the rights and privileges described in the Restated Designation. The Series A Preferred Stock (a) was also subject to a 1,000,000-for-1 forward stock split; and (b) amended to have a conversion right, changing such preferred stock from a non-derivative security, to a derivative security.
The Series A Preferred Stock may be converted into a number of shares of common stock of the Issuer 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 Issuer's outstanding common stock previously converted by holders of the Series A Preferred Stock, through such applicable date (currently zero), multiplied by (ii) the outstanding shares of Issuer common immediately after such conversion, divided by (iii) the total number of shares of Series A Preferred Stock then outstanding.
Represents 100% of the outstanding shares of Series A Preferred Stock of the Issuer.
The Series A Preferred Stock has no expiration date.
No individual conversion by any individual holder of Series A Preferred Stock may be in an amount greater than 9.99% of the outstanding common stock of the Issuer on the date on which the holder delivers notice of such conversion to the Issuer.
On February 15, 2023, the Issuer and Jacob D. Cohen, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which Mr. Cohen exchanged all 1,000,000 shares of the Series A Preferred Stock of the Issuer which he held with the Issuer for (a) all of the issued and outstanding membership interests held by the Issuer in Epiq Scripts, LLC; (b) all cash payments paid to the Issuer in the future as a Royalty Payment (as defined in the Royalty Agreement (defined below)) pursuant to that certain Royalty Agreement dated June 30, 2022, by and between Epiq MD, Inc. and the Issuer; (c) all proceeds that the Issuer receives from any sale of the equity of ZipDoctor, Inc.; and (d) the rights to all debt owed to the Issuer from Epiq Scripts, in the amount of approximately $850,000.
/s/ Jacob Cohen
2023-04-13