Item 3.02 Unregistered Sales of Equity Securities.

As described in greater below in Item 5.02, which information is incorporated into this Item 3.02 by reference, effective on January 12, 2022, American International Holdings Corp. (the "Company", "we", or "us") entered into a new employment agreement with Mr. Jacob D. Cohen, our Chief Executive Officer. As part of Mr. Cohen's compensation under the employment agreement, Mr. Cohen received an award of 5,000,000 restricted shares of the Company's common stock as a signing bonus in consideration of Mr. Cohen entering into the agreement.

We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), for such issuance, since the foregoing issuance did not involve a public offering, the recipient was (a) an "accredited investor"; and (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipient 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 grants and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will 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. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of new Directors

On January 13, 2022, the Board of Directors, pursuant to the power provided to the Board under Nevada law, the Company's Bylaws and the Amended and Restated Articles of Incorporation of the Company, appointed Ms. Lorraine D'Alessio and Dr. Kenny Myers to fill two of the vacancies on the Board of Directors, as independent directors. With the appointments, the Company's Board of Directors now has four members.

The Board of Directors determined that Ms. D'Alessio and Dr. Myers are "independent" pursuant to the rules of the NASDAQ Capital Market.

Neither Ms. D'Alessio nor Dr. Myers is party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between either Ms. D'Alessio or Dr. Myers and any other person pursuant to which either Ms. D'Alessio or Dr. Myers was selected to serve as a director of the Company, nor is either Ms. D'Alessio or Dr. Myers a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

There are no family relationships between any director or executive officer of the Company, including Ms. D'Alessio and Dr. Myers.

Both Ms. D'Alessio and Dr. Myers were appointed as members of the Company's Audit Committee upon their appointment to the Board of Directors.

The independent Board members will receive compensation of $2,500 per month in equity, payable on a quarterly basis, for their services on the Board of Directors, with the first tranche of shares due on March 31, 2022.

Biographical information for Ms. D'Alessio and Dr. Myers is provided below:

Lorraine D'Alessio, age 42

Since 2010, Ms. D'Alessio has served as CEO and Managing Partner at D'Alessio Law Group, PLC, a law firm in Beverly Hills, California which provides immigration and entertainment law services. In that capacity, she has provided counsel to entertainment agencies, unions, private companies, academic institutions, tech startups, entrepreneurs and enterprises including: Next Models, Food Network, SubPac, Pepperdine University, ACTRA, New York Film Academy, Plug and Play, Expert Dojo, and 500 Startups.

Ms. D'Alessio was named the 2017 Leader in Law by the Los Angeles Business Journal and is the recipient of the 2018 Enterprising Woman Award. Since 2016, Ms. D'Alessio has also served on the board of directors of Artists for Change, a non-profit organization which focuses on creating high impact film, television, and multimedia projects to inspire individuals, organizations, and communities to bring about positive social change.

From 2005 to 2007, Ms. D'Alessio served as a policy analyst and advisor for the government of Ontario, Canada.

Ms. D'Alessio received her Bachelor's degree in International Relations from the University of Toronto in 2005; a Master's of Public Policy in Public Policy Administration from Queen's University, in Kingston, Ontario in 2006; and a Juris Doctorate degree from Southwestern Law School in Los Angeles, California in 2010.

The Board of Directors believes that Ms. D'Alessio is well qualified to serve on the Board of Directors because of her extensive business knowledge and legal expertise.





Dr. Kenny Myers, age 55

Since March 2020, Dr. Myers has served as VP of Business Development for Living Fit Nation, Inc., a corporate wellness provider which designs and implements customized employee health and wellness programs for corporations around the United States. From March 2012 to February 2020, Dr. Myers worked as VP of Business Development at One Health Medical Systems, LLC, an integrated health services provider, where he was responsible for overseeing the planning, development and execution of the organization's marketing and advertising initiatives. From May 1998 to March 2012, Dr. Myers was CEO of Texas Physicians Network, a healthcare management company where he was responsible for the marketing and management several urgent care centers, medical clinics and other related healthcare facilities.

Dr. Myers received his Bachelor of Science degree in Microbiology from Oklahoma University in 1989, and a Doctor of Chiropractic Degree from Parker University in Dallas, Texas in 1996.

The Board of Directors believes that Dr. Myers is well qualified to serve on the Board of Directors because of his background in the health services industry and his experience in business marketing and development.

(e) Employment Agreement of Jacob D. Cohen

Effective on January 12, 2022, we entered into a new employment agreement with Mr. Jacob D. Cohen, our Chief Executive Officer, which replaced and superseded his prior employment agreement with the Company.

The agreement, which provides for Mr. Cohen to continue to serve as our Chief Executive Officer, has a three-year term expiring January 12, 2025, provided that the agreement automatically extends for additional one year terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement. The agreement also requires the Board, subject to certain exceptions, to nominate Mr. Cohen to serve on the Board at each stockholders' meeting which occurs during the term of the agreement and to serve as the Chairman of the Board.

Pursuant to the terms of the agreement, Mr. Cohen's annual compensation package includes (1) a base salary of $180,000 per year, subject to automatic $60,000 annual increases beginning December 31, 2022 and on each December 31 thereafter, along with such other increases as may be determined in the sole discretion of the Board from time to time (the "Base Salary"); (2) a yearly incentive bonus ("Incentive Bonus") equal to 10% of the net income of the Company and its current and existing and subsequently acquired or organized subsidiaries, determined annually on a consolidated basis by the Company's independent accounting firm; and (3) an award of 5,000,000 restricted shares of the Company's common stock as a signing bonus in consideration of Mr. Cohen entering into the agreement. Mr. Cohen may also receive additional bonuses awarded from time to time in the discretion of the Board and/or Compensation Committee in cash, stock or other equity consideration. Mr. Cohen is also paid an automobile allowance of $1,000 per month during the term of the agreement and is eligible to participate in our stock option plan and other benefit plans.

The agreement prohibits Mr. Cohen from competing against us during the term of the agreement and for a period of twelve months after the termination of the agreement in any state and any other geographic area in which we or our Subsidiaries provide Restricted Services or Restricted Products, directly or indirectly, during the twelve months preceding the date of the termination of the agreement. "Restricted Services" means any online, direct-to-consumer subscription-based telemedicine or life-coaching platform, and any other services that we or our subsidiaries have provided or are researching, developing, performing and/or providing at any time during the two years immediately preceding the date of termination, or which Mr. Cohen has obtained any trade secret or other confidential information about at any time during the two years immediately preceding the date of termination of the agreement. "Restricted Products" means pharmaceutical drugs and other healthcare products and any other product, that we or our subsidiaries have provided or are researching, developing, manufacturing, distributing, purchasing, selling and/or providing at any time during the two years immediately preceding the date the agreement is terminated, or which Mr. Cohen obtained any trade secret or other confidential information in connection with at any time during the two years immediately preceding the date of termination of the agreement.

We may terminate Mr. Cohen's employment (a) for "cause" (which is defined to include, a material breach of the agreement by Mr. Cohen, any act of misappropriation of funds or embezzlement by Mr. Cohen, Mr. Cohen committing any act of fraud, or Mr. Cohen being indicted of, or pleading guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law); (b) in the event Mr. Cohen suffers a physical or mental disability which renders him unable to perform his duties and obligations for either 90 consecutive days or 180 days in any 12-month period; (c) for any reason without "cause"; or (d) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above. The agreement also automatically terminates upon the death of Mr. Cohen.

Mr. Cohen may terminate his employment (a) for "good reason" (i.e., (i) if his . . .

Item 7.01 Regulation FD Disclosure.

On January 14, 2022, the Company issued a press release announcing the appointments of Ms. Lorraine D'Alessio and Dr. Kenny Myers to the Board of Directors as independent directors, a copy of which is attached hereto as Exhibit 99.1, and incorporated in this Item 7.01 by reference.

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.

Item 9.01. Financial Statements and Exhibits.

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





Exhibit
No.       Description
10.1*       January 12, 2022 Executive Employment Agreement between American
          International Holdings Corp. and Jacob D. Cohen
99.1**      Press Release Dated January 18, 2022
          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)




* Filed herewith.

** Furnished herewith.

© Edgar Online, source Glimpses