UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 8, 2022
AMERICAN INTERNATIONAL HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-50912 | 88-0225318 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 7950 Legacy Drive, Suite 400, Plano, Texas | 75024 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (469) 963-2644
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On February 8, 2022, American International Holdings Corp. (the “Company”, “we” and “us”) issued a press release announcing that it has engaged the RedChip Companies (“RedChip”) to lead its investor relations efforts. A copy of the press release is furnished as Exhibit 99.1 hereto. The agreement with RedChip has a term of two months (through March 31, 2022), and we agreed to pay RedChip a monthly fee in cash per month and to reimburse certain business expenses of RedChip, during the term of the agreement for investor relations and other related services agreed to be provided by RedChip.
The information contained in this Item 7.01 of this Current Report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this Report is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.
The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements, including within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
|
Exhibit Number |
Description of Exhibit | |
| 99.1* | Press Release Dated February 8, 2022 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN INTERNATIONAL HOLDINGS CORP. | ||
| Dated: February 8, 2022 | By: | /s/ Jacob D. Cohen |
| Name: | Jacob D. Cohen | |
| Chief Executive Officer | ||
Exhibit 99.1
American International Holdings Corp. Engages RedChip to
Lead Investor Relations Efforts
Plano, Texas – February 08, 2022 – American International Holdings Corp. (OTCQB: AMIH), (“AMIH” or the “Company”) a diversified holding company that develops, acquires and operates technology-based health and wellness companies is pleased to announce that it has engaged RedChip Companies (“RedChip”) to lead its investor relations efforts.
“We are excited to have engaged RedChip to assist us in our investor relations efforts as we seek to position the Company for accelerated growth in 2022,” said Jacob Cohen, President and CEO of American International Holdings Corp., who continued, “We selected RedChip to help increase our visibility amongst our investors and shareholders because of their impeccable reputation and a multi-decade track record of results. We look forward to a beneficial relationship which has the goal of broadening our shareholder base and effectively communicating our exciting story to the investment community.”
“AMIH’s EPIQ MD is executing on a vision of creating an essential service for millions of working families and individuals with significant unmet medical needs,” commented Dave Gentry, CEO of RedChip, who continued, “We are very pleased to have the opportunity to introduce AMIH to our vast network.”
RedChip is a world leader in investor relations, financial media, and research for microcap and small-cap stocks. Founded in 1992 and headquartered in Orlando, Florida, with affiliates in New York and Pittsburgh, RedChip has helped hundreds of companies achieve their capital markets goals and currently represents 70+ emerging growth companies.
RedChip’s unique platform combines traditional investor relations services with multi-media marketing, including social media and email marketing, as well as a weekly TV show, the RedChip Money Report®, which airs on Bloomberg at 7 p.m. ET every Saturday. RedChip’s traditional investor relations platform includes retail and institutional roadshows in major U.S. cities, press release writing, strategic counsel, management of quarterly conference calls, scriptwriting, power-point presentation development, and more.
About American International Holdings Corp.
American International Holdings Corp. (OTCQB: AMIH) is an investor, developer and asset manager of diversified, synergistic health and wellness businesses. Today, the AMIH portfolio encompasses telemedicine and other virtual health platforms, affordable subscriber-based primary care and concierge medicine plans, preventative care solutions and wellness related assets such as mental & behavioral health services, as well as its own proprietary life coaching platform. AMIH markets its various services through direct-to-consumer and business-to-business distribution channels. AMIH’s focus is on bringing to market technologies and solutions that advance the quality of life for the global community.
Forward-Looking Statements
This press release may contain forward-looking statements, including information about management’s view of the Company’s future expectations, plans and prospects, within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “would,” “could,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward-looking statements include, among others, statements relating to future sales, operations, expansion, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others such as, but not limited to economic conditions, changes in the laws or regulations, demand for products and services of the Companyand other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements. These risk factors and others are included from time to time in filings made by the Company with the Securities and Exchange Commission, including, but not limited to, in the “Risk Factors” sections in its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission. These reports are available at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Investor Relations Contact
Dave
Gentry, CEO
RedChip Companies Inc.
407-491-4498
AMIH@redchip.com
Frank Benedetto
(619) 915-9422