13 Dec 2023listing compliance notice▼ BadMajor
AMERICAN INTERNATIONAL HOLDINGS CORP. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
21 July 2023material agreement● NeutralMajor
On July 13, 2023 the company signed an equity line under which Pacific Lion LLC is committed to buy up to $20,000,000 of its common stock through September 30, 2024, at a 15% discount to the lowest closing price in the prior 10 trading days. This replaces a terminated agreement with GHS Investments. It can only be used after a resale registration statement (not yet filed) takes effect. Pacific Lion also agreed to lend up to $400,000 on a 6% convertible note due May 10, 2024 (first $100,000 funded), with a 500,000-share warrant at $0.10 that is cancelled if no uplisting occurs within nine months. Shareholders face dilution if it is used.
3 Apr 2023auditor change● Neutral
On March 31, 2023 the company dismissed its auditor M&K CPAs, PLLC and appointed Turner, Stone & Company, L.L.P. The filing states there were no disagreements and M&K's earlier reports (2021 and 2020) were not adverse, but did carry a going-concern doubt paragraph. M&K had not reported on 2022. Turner Stone was also engaged to audit the newly acquired Cycle Energy.
27 Mar 2023business combination● NeutralMajor
On February 15, 2023 the company bought Cycle Energy Corp., a Texas energy company, from Marble Trital Inc. (owned by new CEO Michael McLaren) in exchange for 1,000,000 new Series A preferred shares, convertible into 60% of the common stock. Cycle Energy is described as producing about 25 barrels of oil a day from 16 leases on roughly 2,000 acres, with well-service and gas-to-liquid technology arms. As a required condition, outgoing CEO Jacob Cohen swapped his 1,000,000 Series A shares (which were cancelled and reissued to the Cycle seller) for the company's 51% of Epiq Scripts, the Epiq MD royalty payments, ZipDoctor sale proceeds and about $850,000 of Epiq Scripts debt. This ends the pharmacy focus described in earlier filings and shifts control of the preferred stock from Cohen to McLaren's company; the Epiq MD royalty is passed on to Cohen. The text is cut off, so later terms are not seen.
14 Oct 2022capital raising announcement▼ BadMajor
On October 3, 2022 the company sold 1800 Diagonal Lending LLC another convertible note, $59,400 principal for $55,000, at 6% interest (22% on default), maturing October 3, 2023. After 180 days it converts at 75% of the lowest recent trading price (a floor near $0.0237 that can reset lower), and the company says shareholders could be significantly diluted if it is not repaid in cash. The filing estimates up to 3,960,000 shares at about $0.015 each, and the company hopes to repay it before conversion. This follows the June 2022 1800 Diagonal note and adds to the series of small convertible financings.
23 Sept 2022capital raising announcement▼ Bad
On September 13, 2022 the company sold Mast Hill Fund, L.P. a second, near-identical $62,250 convertible note with warrants for 3,000,000 shares, repeating the August 29 deal. Gross proceeds were $56,025; after a $3,362 commission to J. H. Darbie & Co. and $2,500 of Mast Hill's legal fees, net proceeds were $50,162. Terms match the first note: 12% interest, one-year maturity, conversion at $0.04 per share with a price reset for cheaper later issues.
8 Sept 2022capital raising announcement▼ BadMajor
On August 29, 2022 the company sold Mast Hill Fund, L.P. a $62,250 convertible note (closed August 31, gross proceeds $56,025) with warrants for 3,000,000 shares. The note carries 12% interest (16% on default), matures in one year, and converts at $0.04 per share with the price falling to match any cheaper later share issue; a default raises the amount owed by 125%. The text provided is cut off, but it also says Epiq Scripts, LLC (described as 51% owned by the company) signed a services agreement with Mangoceuticals, which is majority owned and controlled by CEO Jacob Cohen and was sold by the company in June 2022. This is another small, dilutive convertible financing, following the June 2022 1800 Diagonal note, and the Mangoceuticals contract is a further related-party dealing with the CEO.
16 Aug 2022listing compliance notice▼ Bad
AMERICAN INTERNATIONAL HOLDINGS CORP. withdrew a registration statement, abandoning the offering it covered.
13 July 2022asset acquisition disposition● NeutralMajor
The company sold all of its Epiq MD, Inc. telemedicine subsidiary (set up in October 2020) to Alejandro Rodriguez and Pan-American Communications Services, S.A. for $300,000: $150,000 in cash plus a $150,000 secured note due September 30, 2022 (no interest unless in default, then 18%). It also gets a 2.50% royalty on Epiq MD's telehealth gross revenue from January 1, 2023 until it has received $900,000, Epiq MD buys the royalty out, or December 31, 2026, whichever is first. Epiq MD's CEO and COO (Rodriguez and Bowen) ended their employment agreements with no severance, and 83,334 shares that had been subject to forfeiture became fully vested. The stated reason is to focus on the pharmacy business through Epiq Scripts, LLC, which continues the June 2022 Mangoceuticals sale.
23 June 2022asset acquisition disposition● NeutralMajor
On June 16, 2022 the company sold its 80% stake in Mangoceuticals, Inc., a men's wellness telemedicine business it created in October 2021, to CEO Jacob Cohen's company Cohen Enterprises for $90,000, roughly the $89,200 it had advanced. The stated reason is to focus on its pharmacy business through Epiq Scripts, LLC. The sale was a related-party deal approved by the board with Cohen abstaining. The company also sold a $88,775 6% convertible note to 1800 Diagonal Lending (maturing June 17, 2023, convertible at 75% of the lowest recent trading price after 180 days), and moved its headquarters to Dallas on a six-month lease at $1,221 a month.
12 May 2022capital raising announcement▼ BadMajor
A 1-for-60 reverse stock split took effect May 12, 2022, cutting about 97.3 million shares to roughly 1.6 million, with the stated aim of meeting Nasdaq's $4.00 minimum price for a planned uplisting (not guaranteed to be approved). Separately, CEO Jacob Cohen's 1,000,000 Series A preferred shares were restructured on May 6, 2022 so they can convert into 60% of the common stock, about 145.9 million shares before the split or about 2.43 million after it, approved by the board as extra compensation for his services. The filing says ordinary shareholders keep the same percentage ownership from the split itself, but the Series A change gives Cohen a large convertible stake. Authorized common shares stay at 195,000,000.
8 Dec 2021capital raising announcement▼ BadMajor
Between November 22 and December 3, 2021 the company sold four investors $2,000,000 of 10% convertible notes with 13,333,332 warrants, raising $1,800,000 gross. The notes mature in one year and convert at $0.075 per share (or 80% of the price in a Nasdaq-type uplisting offering within 220 days). The warrants are exercisable at $0.075, and the filing states the conversion and exercise prices can fall further if shares are later sold at lower prices. Placement agent J.H. Darbie was paid $188,000, part of it in 1,151,678 shares. This is another round of convertible financing after the 2021 senior secured notes, and the filing does not say whether those earlier notes are repaid. Listing on an exchange such as Nasdaq is a key condition in the terms, and failing to uplist within 220 days is an event of default.
26 Aug 2021material agreement▲ Good
On August 15, 2021 the company's ZipDoctor subsidiary signed a one-year telemedicine services agreement with Murphy RX, LLC, a Texas specialty pharmacy, which will pay ZipDoctor a monthly per-patient fee for platform and primary-care telemedicine access. The agreement renews automatically each year unless either side gives 90 days' notice. The filing gives no fee amounts or expected revenue. The press release says ZipDoctor has pivoted to a business-to-business model, as the CEO's May 2021 shareholder letter had said.
13 July 2021capital raising announcement▼ BadMajor
On June 24, 2021 the company sold $537,916 of 6% senior secured convertible notes, maturing June 24, 2022, plus warrants over 2,670,000 shares, to two institutional investors. The notes convert at the lesser of $0.2437 or 75% of the lowest recent trading price, and proceeds are for working capital and developing subsidiaries Epiq MD, Inc. and LifeGuru, Inc. This continues the pattern of repeated convertible financing, and the company's address has now changed to Plano, TX.
6 Apr 2021capital raising announcement▼ BadMajor
On March 30, 2021 the company closed the second $600,000 tranche of the 6% senior secured convertible notes begun in January, completing the $1,450,000 deal. The second-tranche notes mature March 30, 2022 and convert at the lesser of $0.2437 or 75% of the lowest recent trading price. Proceeds are planned to repay existing variable-priced convertible notes and for working capital, and the filing says the resale registration statement was filed on time and declared effective. Network 1 Financial was placement agent, paid $51,000 and $36,000 for the two tranches.
18 Mar 2021capital raising announcement● Neutral
On March 8, 2021 the company signed a two-year consulting deal with KBHS, LLC (CEO Kevin Harrington) for brand ambassador and marketing services, paying 1.5 million restricted shares that vest immediately, $10,000 a month, a 5% finder's fee on new business and 7.5% on acquisitions he originates. Harrington was also appointed to a newly formed, non-binding Advisory Board on March 17. The filing says the board currently consists solely of Jacob D. Cohen, so the other two co-founders no longer appear as directors.
12 Jan 2021capital raising announcement▼ BadMajor
On January 6, 2021 the company sold $850,000 of 6% senior secured convertible notes (first part of a $1,450,000 deal, with a further $600,000 due later if conditions are met) plus warrants over up to 6,750,000 shares to institutional investors. The notes mature January 7, 2022 and convert at the lesser of $0.50 or 75% of the lowest recent trading price. They are secured on substantially all assets of the company and its subsidiaries, and part of the proceeds is planned to repay the earlier Geneva Roth, LGH, JSJ and Quick Capital notes. This continues the string of discount-convertible borrowing, though it is a larger, secured deal and it bars new variable-rate notes for a year.
5 Oct 2020capital raising announcement▼ Bad
On September 14, 2020 the company sold Geneva Roth a further $53,000 convertible note at 8%, due December 14, 2021 (the filing text gives this date), convertible from day 180 at 61% of the average of the two lowest 10-day VWAPs. The filing estimates up to 457,291 shares at $0.1159 (39% discount to $0.19) and warns of significant dilution if it is not repaid in cash; it continues the series of small discount-convertible notes.
29 May 2020capital raising announcement▼ Bad
On May 19, 2020 the company sold Geneva Roth another convertible note, $53,000 at 8%, due May 19, 2021, convertible from day 180 at 61% of the lowest 10-day VWAP. The filing estimates up to 347,541 shares at $0.1525 and warns of significant dilution if it is not repaid in cash. It is the third discount-convertible note in a few months, following Adar Alef, Geneva Roth and FirstFire.
21 May 2020asset acquisition disposition● NeutralMajor
On May 15, 2020 the company bought 51% of Life Guru, Inc. (owner of the LifeGuru.me coaching-marketplace website, still in development, launch expected by August 31, 2020) from Global Career Networks Inc, paying 500,000 newly created Series B Convertible Preferred shares valued at $500,000, with up to 1,500,000 more shares ($1,500,000) if milestones are met by May 15, 2021. On May 20, 2020 it also issued one Series A Preferred share each to directors Cohen, Alexander and Hernandez; together these vote 60% of all shareholder votes. The filing says there was no change in control because the three already own 68% of the common stock. Series B could convert into about 1.85 million common shares now (about 7.4 million if all milestone shares are issued), a number that rises if the stock price falls. This is a new business line beyond the med spas, nutrition store and construction, and it further concentrates voting power with the three directors.
18 May 2020capital raising announcement▼ BadMajor
The company sold two more discount-convertible notes: $88,000 to Geneva Roth on April 20, 2020 (8%, due April 20, 2021) and $105,000 to FirstFire on April 30, 2020 ($100,000 price plus $5,000 discount, 8%, due April 30, 2021). Both can convert into shares at a discount to recent trading prices (Geneva Roth from day 180 at 61% of the lowest 10-day VWAP; FirstFire at $0.50 for 180 days, then the lower of $0.50 or 60% of the lowest VWAP), and the filing warns shareholders may suffer significant dilution if they are not repaid in cash. It estimates up to 760,016 shares for Geneva Roth at $0.125; this continues the Adar Alef financing pattern from February 2020.
4 Mar 2020capital raising announcement▼ BadMajor
On February 24, 2020, the company sold Adar Alef, LLC a $157,500 convertible note for $150,000 cash (less $7,500 of the lender's legal fees), at 8% interest and due February 24, 2021. The lender can convert into shares at 60% of the lowest recent trading price, and the filing says shareholders may suffer significant dilution if it is not repaid in cash; it estimates up to 942,000 shares at $0.18. This is the company's first discount-convertible financing in the record, and it is new debt on top of the 2019 notes.
13 Jan 2020debt financing● Neutral
In January 2020 the company signed two five-year leases with Asher Park, LLC in Tyler, TX: about 1,516 sq ft of offices for Capitol City Solutions at $27,288 a year, and about 1,900 sq ft for a planned Novopelle med spa at $34,200 a year for 36 months then $36,100, with up to $133,000 in landlord improvement allowance. The press release says the Woodlands location is due to open later in January and Tyler would be the third Novopelle spa. This continues the expansion and adds rent commitments.
15 Nov 2019debt financing● Neutral
On November 6, 2019, subsidiary Novopelle Waterway, Inc. signed a five-year lease for about 1,254 sq ft in The Woodlands, TX for a new Novopelle med spa. Base rent is $53,922 a year, rising 3% annually, plus share of taxes, insurance and common costs, and 6% of gross sales above $1,000,000 a year. The landlord offers a $12,540 improvement allowance. This is the first use of the Novopelle license to open a new location, and it adds fixed lease obligations.
13 Nov 2019asset acquisition disposition● NeutralMajor
On October 18, 2019, the company's subsidiary Legend Nutrition, Inc. bought the assets of a McKinney, TX vitamin and supplement store, "Ideal Nutrition", from David Morales in exchange for a $75,000 note at 5% due in one year. Michael Ladner became Legend's CEO at $60,000 a year, rising to $100,000 from January 1, 2020, plus 5% of each store's net profits. The press release calls this the first Legend Nutrition store. This is a new business line beyond the Novopelle med spa.
8 Oct 2019capital raising announcement● Neutral
On October 1, 2019, the company hired Jesse L. Dickens, Jr. as CEO of Capitol City Solutions USA, Inc. (CCS), a newly formed wholly owned subsidiary. The press release says CCS will do remodeling and construction, including for the new Novopelle med spa locations, and also seek other commercial projects. He gets a $120,000 salary and 1,000,000 shares vesting over a year (250,000 at signing, then 250,000 each on Jan 1, Apr 1 and Jul 1, 2020), so existing holders are diluted slightly as shares are issued (inference). This extends the Novopelle expansion and adds a construction line to the business.
8 July 2019material agreement● Neutral
On July 5, 2019, the board approved a 2019 Stock Option and Incentive Plan covering up to 10,000,000 shares for people providing services to the company. Options last at most two years unless the board approves longer. Holders are capped at 4.9% of the company's stock, and 9.9% with 61 days' notice. No grants are named. The pool could dilute existing holders if used (inference).
5 July 2019capital raising announcement▲ GoodMajor
On June 27, 2019, the company signed an exclusive license with Novo MedSpa Addison Corp for the Novopelle brand and intellectual property, to open and run branded med spas. It paid $40,000 and issued 250,000 shares. It will pay $30,000 per new location plus a 6% royalty on that location's monthly revenue. It also has a right of first refusal on NMAC's four Texas locations and a three-year option to buy the brand for $1,000,000. This builds on the April 2019 Novopelle acquisition.
7 June 2019business combination● NeutralMajor
On April 12, 2019, the company acquired Novopelle Diamond, LLC, a medical spa and wellness clinic in McKinney, TX, for 18,000,000 new shares, which ends its shell status. At the same time, Dror, Fields, Bassie and Zeller exchanged 5,900,000 shares for $350,000 of two-year, 10% notes. After the deal 23,033,356 shares are outstanding, and the filing reports a change of control, with Cohen, Alexander and Hernandez (6,000,000 shares, 26.05% each) becoming CEO, COO and CMO and directors. Bassie stays as CFO. Existing holders are diluted. The filing also says the company intends to take legal action against Robert Holden (3,800,000 shares, 16.5%) over his failure to perform.
27 Apr 2017auditor change● Neutral
On April 20, 2017, the board dismissed auditor GBH CPAs (engaged in 2008) and appointed M&K CPAs. GBH's 2014 and 2015 reports included a going-concern uncertainty but were otherwise clean, and the filing reports no disagreements. It does note uncorrected material weaknesses in internal controls. The filing also shows the company is back to the name American International Holdings Corp.; the filing does not explain when or why.