Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




Background

On April 14, 2021, we adopted the 2021 Incentive Stock Plan (the "2021 Plan") to promote the success of the Company by authorizing incentive awards to retain Directors, executives, selected Employees and Consultants, and reward participants for making major contributions to the success of the Company. The original 2021 Plan authorizes the granting of stock options, restricted stock, restricted stock units, stock appreciation rights and stock awards with a maximum of 5,000,000 shares of common stock that may be issued under the 2021 Plan.

Amendment to the 2021 Plan

On August 14, 2022, our Board of Directors and Consenting Shareholder, Steven Reinharz, approved an Amendment to the Plan amending Section 5(b) of the 2021 Plan to provide for the maximum number of common stock shares applicable to the Plan from 5,000,000 in the original April 14, 2021 Plan to 100,000,000 in the August 14, 2022 Amended Plan.

The foregoing description of the 2021 Plan and the August 14, 2022 Amended Plan is qualified in its entirety by reference to the provisions of the 2021 Plan and the August 14, 2022 Amendment, which are incorporated by reference. The August 14, 2022 Amendment is filed herein as Exhibit 10.2 to this current report on Form 8-K.

Unless otherwise indicated, the following exhibits are filed herewith:




ITEM 8.01. OTHER EVENTS

On August 16, 2022, we will be issuing a press release titled: "AITX Announces Employee Stock Ownership Plan (ESOP) Award", which press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K with respect to Item 8.01 (including Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.





Exhibit No.   Description of Exhibit
   10.1         2021 Incentive Stock Plan of Artificial Intelligence Technology
              Solutions Inc.  (Exhibit 10.1 filed as an exhibit to April 20, 2021
              Form 8-K and hereby incorporated by reference)
   10.2         Amendment to 2021 Incentive Stock Plan*
   99.1         Press Release dated August 16, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

*filed herein

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