Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2021 (the "Closing Date"), American International Holdings Corp (the "Company", "we" and "us") closed the transactions contemplated by a Securities Purchase Agreement dated January 6, 2021 (the "Purchase Agreement"), which was entered into with a group of accredited institutional investors (collectively, the "Investors"), for the sale of convertible promissory notes.

Pursuant to the Purchase Agreement, the Company agreed to sell 6% Original Issue Discount Senior Secured Convertible Promissory Notes in an aggregate principal amount of $1,450,000 (the "Notes") and warrants to purchase up to an aggregate of 6,750,000 shares of the Company's common stock (the "Warrants") to the Investors and entered into a Security Agreement, a Guaranty Agreement, a Pledge Agreement, and a Registration Rights Agreement (the foregoing, collectively with the Purchase Agreement, Notes and Warrant, the "Transaction Documents"). The Purchase Agreement includes indemnification obligations of the Company, requirements for the Company to reserve three times the number of shares of common stock issuable upon conversion of the Notes and exercise of the Warrants, the right of the Investors to participate up to 30% in any future equity or debt offering made by the Company in the 12 months after the Closing Date, a prohibition on the Company selling any shares of common stock or common stock equivalents until 30 days after the Closing Date, subject to certain exceptions, a one year prohibition on the Company entering into any equity line transaction or variable rate transaction (including convertible notes with adjustable conversion prices), and a one year prohibition, without the approval of the Investors, of a reverse or forward stock split.

A total of $850,000 in Notes (the "First Tranche Notes") were sold on the Closing Date, and a total of $600,000 in Notes (the "Second Tranche Notes"), are required to be purchased by the Investors 50 days after the effective date of a Registration Statement filed by the Company with the Securities and Exchange Commission to register the resale of the shares of common stock issuable upon exercise of the Warrants, subject to certain other closing conditions, including, the Company maintaining at least a $0.12 per share stock price and $50,000 per day trading volume (each during the 10 prior trading days prior to the second closing), and that prior to the trading day before the closing date for the sale of the Second Tranche Notes, the outstanding balance of principal and interest due under the Notes which would be outstanding immediately after the closing of the sale of the Second Tranche Notes, do not exceed 15% of the market capitalization of the Company. In connection with the sale of the First Tranche Notes, the Company paid $25,000 of the Investors' legal fees and certain other amounts in expense reimbursements.

The Company plans to use a portion of the proceeds from the sale of the Notes to fully repay its outstanding convertible debentures held by Geneva Roth Remark Holdings, Inc., LGH Investments, LLC, JSJ Investments, LLC, and Quick Capital, LLC.

The First Tranche Notes mature on January 7, 2022 and accrue interest at a rate of 6% per annum (15% upon the occurrence of an event of default) payable to the Investors in cash on a calendar quarterly basis (which changes to monthly upon the occurrence of an event of default). Each of the Notes contained a 6% original issue discount.

The First Tranche Notes are convertible into shares of the Company's common stock at any time, at a rate equal to the lesser of (i) $0.50 per share and (ii) 75% of the lowest daily volume-weighted average price (VWAP) of the Company's common stock during the seven consecutive trading days prior to the delivery of a conversion notice (the "Market Price"), but not less than 75% of the VWAP on the Closing Date. The Second Tranche Notes are convertible into shares of the Company's common stock at a rate equal to the lesser of (1) the VWAP on the closing date of the Second Tranche Notes or (2) the Market Price, but not less than 75% of the VWAP on the Second Tranche closing date. However, if while any Notes are outstanding and the daily VWAP on any of seven consecutive trading days is less than the applicable floor price(s), such floor price(s) are reduced (but not increased) to 75% of the VWAP on the seventh trading day.

The conversion price of the Notes may be adjusted upon the occurrence of certain events and the Notes may be declared immediately due and payable by the Investors in the event the Company defaults on any terms of the Notes or the other Transaction Documents. Additionally, at the option of the Investors, upon the occurrence of any event of default, the Investors can elect to convert the . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Notes and the other Transaction Documents described in Item 1.01, above, are incorporated by reference into this Item 2.03 in their entirety.

Item 3.02 Unregistered Sales of Equity Securities.

As described in greater detail above in Item 1.01, which information is incorporated by reference into this Item 3.02 in its entirety, on January 7, 2021, the Company sold $1,450,000 in convertible Notes and Warrants to purchase 6,750,000 shares of common stock. We claim an exemption from registration for the issuance and grant of such Notes and Warrants pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuances/grants did not involve a public offering, the recipients were (i) "accredited investors"; and/or (ii) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

In the event the Warrants were exercised in full (notwithstanding the cashless exercise rights associated therewith), a maximum of 6,750,000 shares of common stock would be issuable to the holders of such Warrants.

Item 3.03. Material Modification to Rights of Security Holders.

The information regarding the Notes and the other Transaction Documents described in Item 1.01, above, are incorporated by reference into this Item 3.03 in their entirety.




Item 8.01 Other Events

On January 12, 2021, the Company issued a press release relating to the closing of the sale of the Initial Tranche Notes. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith.





Exhibit No.   Description
10.1*#          Securities Purchase Agreement dated January 6, 2021, by and
              between American International Holdings Corp., and the Investors
              party thereto
10.2*           Form of 6% Original Issue Discount Secured Convertible Promissory
              Note dated January 6, 2021, by American International Holdings Corp.
              in favor of the holders thereof
10.3*           Form of Warrant to Purchase Common Stock dated January 6, 2021, by
              American International Holdings Corp. in favor of the holders
              thereof
10.4*#          Security Agreement date January 6, 2021, between American
              International Holdings Corp., VISSIA Mckinney, LLC, VISSIA Waterway,
              Inc., EPIQ MD, Inc., Legend Nutrition, Inc., Life Guru, Inc and
              ZipDoctor, Inc., and in favor of the debtors named therein and
              collateral agent set forth therein
10.5*#          Pledge Agreement dated January 6, 2021, by American International
              Holdings Corp. in favor of the collateral agent set forth thereof
10.6*#          Registration Rights Agreement dated January 6, 2021, by American
              International Holdings Corp. in favor of the investors named
              thereof
10.7*#          Subsidiary Guaranty Agreement between American International
              Holdings Corp., VISSIA Mckinney, LLC, VISSIA Waterway, Inc., EPIQ
              MD, Inc., Legend Nutrition, Inc., Life Guru, Inc and ZipDoctor,
              Inc., and in favor of the purchasers named therein and collateral
              agent set forth therein
99.1**          Press release dated January 12, 2021




* Filed herewith.

** Filed herewith.

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that American International Holdings Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

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