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STOCKHOLDERS’ EQUITY (DEFICIT)
 3 Months Ended
May 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

12. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Summary or Preferred Stock Activity

 

Series C Convertible, Redeemable Preferred Stock (Temporary Equity)

 

On February 10, 2025, in connection with a Share Purchase Agreement the Company created a new class of Series C Convertible Redeemable with 1,000 authorized shares.

 

In exchange for 306 Series C Convertible Redeemable Preferred Shares (“Series C”), the Company received gross proceeds of $306,000 with net proceeds of $278,580 after paying $6,000 in legal fees and $21,420 in broker fees both charged against paid in capital. The Company must redeem the shares at stated capital of 1,200 per share and a 1.095 premium at 180 days after issuance. The Company recorded the 306 outstanding shares at its redemption value of $402,084 at February 28, 2025, with the offsetting adjustment to paid in capital. During the year the Company issued 12% quarterly dividends in 44 Series C shares with a value of $58,100. The Company failed to redeem the Series C shares on the August 9, 2025, redemption date and a penalty of 114 Series C shares with a value of $149,307 was recorded. In August 2025 the Company redeemed 95 Series C shares for $125,000 including a deemed dividend of $29,871. In September 2025 the Company failed to convert a conversion notice of 96 shares. This conversion was withdrawn in December 2025 and a new conversion for 85 Series C shares with a value of $111,690 including a dividend of $84,690 with a corresponding adjustment to paid in capital. In exchange for the converted Series C shares, the Company issued 1,994,464 common shares. In January 2026, the Company failed to convert a conversion notice of 80 shares. On March 19, 2026 the Company entered into an agreement with the investor whereby the parties agreed to reduce the penalty on the September 2025 and January 2026 failed conversion to 133 Series C shares at a value of $175,140 ( The penalty was reduced from 345 Series C shares to 133 Series C shares) . The parties agreed on the Series C share balance at February 28, 2026 to be 417 series C shares. In addition, the parties agreed to issue an additional 222 Series C shares for proceeds of $200,000 and fees of $22,000. These shares have a redemption value of $291,708. Also on March 19, 2026, the parties agreed to convert 165 Series C shares at a value of $216,810 for 13,550,625 common shares. The shareholder also converted 40 shares at a value of $52,560 for 3,285,000 common shares on May 6, 2026, and 93 shares at a value of $122,202 for 7,637,628 common shares on May 12, 2026. During the quarter, a dividend of 13 Series C shares having a value of $ $17,388 were accrued. At May 31, 2026, there were 354 outstanding series C shares with a redemption value of $465,465. Ay February 28, 2026, there were 417 outstanding series C shares with a redemption value of $547,941.

 

Series F Convertible Preferred Stock

 

Each holder of Series F Convertible Preferred Shares may, at any time and from time to time convert all, but not less than all, of their shares into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by three and 45 100ths (3.45) on a pro rata basis.

 

Summary of Preferred Stock Warrant Activity

   Number of Series F Preferred Warrants  

Weighted

Average Exercise Price

  

Weighted

Average Remaining Years

 
Outstanding at February 28, 2026   939   $1.00    7.5 
Issued   —    —    — 
Exercised   —    —    — 
Forfeited and cancelled   —    —    — 
Outstanding at May 31, 2026   939   $1.00    7.25 

 

 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Summary of Common Stock Activity

 

For the three months ended May 31, 2026:

 

- On March 19, 2026, the Board of Directors and the holder of a majority of the Company’s voting power approved, by written consent, a decrease in the Company’s authorized common shares from 27,500,000,000 to 12,000,000,000. The Certificate of Amendment effecting this decrease was not filed with, or accepted by, the Nevada Secretary of State until July 15, 2026, on which date the decrease became effective. As of May 31, 2026 and continuing through the filing date of the Company’s original Quarterly Report on Form 10-Q for the quarter ended May 31, 2026, the Company’s authorized common shares remained 27,500,000,000.

 

- On February 5, 2026, the holders of a majority of the voting power of the Company’s outstanding voting securities executed the written consent approving a reverse stock split of the Company’s issued and outstanding Common Stock at a ratio of 1-for-100. This split was deemed effective on March 12, 2026. The common shares have been adjusted to reflect this reverse stock split.

 

- the Company issued 36,784,492 common shares with gross proceeds of $900,871 and net proceeds of $823,480 after issuance costs of $77,391.

 

- the Company issued 39,000,000 common shares having a fair value of $1,453,500 to repay $107,000 in loans payable and $638,900 in accrued interest totaling $745,900 with a loss on settlement of debt of $707,600.

 

-Along with the $630,000 loan of March 25, 2026, a refundable commitment fee of 14,100,000 shares was issued. These shares are refundable if the loan was fully repaid by May 5, 2026, and it was. The shares were recorded at par value of $141 with a corresponding adjustment to paid in capital.

 

-Along with the $277,778 loan of April 20, 2026, a commitment fee of 5,000,000 common shares having a fair value of $173,500 was issued and recorded as a discount.

 

-Along with the $700,000 loan of May 4, 2026, a commitment fee of 1,250,000 common shares having a fair value of $28,751 is issuable and recorded as a discount. These shares will be issued shortly after filing this 10Q.

 

-During the quarter ended March 31, 2026, the Series C Preferred shareholder converted 298 Series C Preferred Shares having a value of $391,572 for 24,473,250 common shares with a deemed dividend of $93,472.

 

The common shares issued , issuable and outstanding at May 31,2026 and February 28, 2026:

Common shares  May 31, 2026   February 28, 2026 
Issued   387,232,589    267,872,804 
Issuable   1,250,000    - 
           
Issued, issuable and outstanding   388,482,589    267,872,804 

 

Summary of Common Stock Warrant Activity

 

For the three months ending May 31, 2026, and May 31, 2025, the Company recorded a total of $60,508 and $80,355 respectively, to stock-based compensation for options and warrants with a corresponding adjustment to additional paid-in capital.

   Number of
Warrants		   Weighted Average
Exercise Price		   Weighted Average
Remaining Years		 
Outstanding at February 28, 2026   470,000   $0.04    1.44 
Issued   —    —    — 
Exercised   —    —    — 
Forfeited and cancelled   —    —    — 
Outstanding at May 31, 2026   470,000   $0.02    1.19 

 

 

ARTIFICIAL INTELLIGENCE TECHNOLOGY SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Summary of Common Stock Option Activity -Employee Stock Options

 

   Number of Options   Weighted Average Exercise Price   Weighted Average Remaining Years 
Outstanding at March 1, 2026   1,732,121   $2.00    2.10 
Issued   —    —    — 
Exercised   —    —    — 
Forfeited, extinguished and cancelled   —   $—    — 
Outstanding at May 31, 2026   1,732,121   $2.00    1.85