Item 1.01 Entry into a Material Definitive Agreement.

On July 28, 2022, AiAdvertising, Inc. (the "Company") entered into an amendment to the Company's purchase agreement, dated March 28, 2022 (the "Purchase Agreement") with GHS Investments, LLC ("GHS"). As previously disclosed, the Purchase Agreement provides that, subject to the conditions and limitations set forth therein, the Company may sell to GHS, in its discretion, up to $10,000,000 of shares of the Company's common stock. Under the amendment, the "Purchase Price" under the Purchase Agreement is no longer subject to a floor and is defined as the lower of (a) 90% of the lowest traded price during the Valuation Period (as defined under the Purchase Agreement) or (b) the closing price for the Company's common stock on the trading day preceding the date of the purchase notice provided under the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Exhibit
10.1            Amendment No. 1 to Purchase Agreement
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)






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