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): ~~June 20~~ January 29, ~~2023~~ 2024

AIADVERTISING, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-13215		30-0050402
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		IRS Employer Identification No.)

321 Sixth Street San Antonio, TX		78215
(Address of Principal Executive Offices)		(Zip Code)

(805) 964-3313

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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:

Tile of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers~~Agreement.

On ~~June~~January 2029, ~~2023~~2024, AiAdvertising, Inc. (the “Company”) entered into anamendment ~~employment~~no. 1 (the “Amendment”) to that certain securities purchase agreement (the “~~Employment~~Purchase Agreement”) with ~~Kevin~~Hexagon ~~Myers~~Partners, ~~the~~ ~~Company’s~~Ltd., ~~Chief~~(the ~~Product~~“Purchaser”), &pursuant ~~Marketing~~to ~~Officer.~~which the ~~The~~Company ~~Employment~~and ~~Agreement~~the ~~has~~Purchaser anamended ~~initial~~the ~~term~~terms ~~beginning~~of onthe ~~January~~purchase 1,and ~~2023~~sale ~~through December~~of ~~31,~~additional ~~2023~~shares ~~and~~of ~~thereafter~~the ~~shall~~Company’s ~~renew~~Series ~~automatically~~I ~~for~~Preferred Stock ~~successive~~(the ~~one-year~~“Series ~~extension~~I ~~terms~~Preferred ~~until~~Stock”). ~~either~~The ~~party~~Amendment ~~gives~~provides ~~notice~~for ~~of nonrenewal~~a atten ~~least~~(10) 90month ~~days~~option ~~before~~from the ~~end~~initial closing of the Purchase ~~applicable~~Agreement, ~~extension~~to ~~term.~~purchase ~~Pursuant~~(i) toa ~~the~~second ~~Employment~~tranche ~~Agreement,~~consisting ~~Mr.~~of ~~Myers~~up ~~will~~to ~~receive an~~892,857 ~~annual~~additional ~~base~~shares ~~salary~~ of ~~$250~~Preferred Stock,~~000~~ ~~and~~at a ~~one-time~~price ~~bonus~~equal to of $~~50,000~~2.80 ~~payable~~per onshare or(the ~~before~~“Tranche ~~July~~B 15Option”), ~~2023.~~and ~~Mr.~~(ii) ~~Myers~~a ~~will~~third ~~also~~tranche beconsisting ~~eligible for~~of anup ~~annual~~to ~~incentive bonus~~168,269 ~~with~~additional ashares ~~target~~of ~~payout~~Preferred Stock, ofat a ~~minimum~~price ofequal ~~fifty~~to ~~percent~~$10.40 ~~(50%)~~per ofshare. ~~his~~On ~~base~~January ~~salary~~30, (2024, the ~~“Target~~Purchaser ~~Bonus”), upon~~exercised the ~~achievement~~Tranche ofB ~~Company~~Option ~~performance~~and ~~goals~~the ~~established~~Company bysold to the ~~Company’s~~Purchaser ~~compensation~~892,857 ~~committee~~shares of ~~the~~Series ~~board~~I Preferred Stock at price of ~~directors~~$2.80 per share.

InThe ~~the~~Amendment ~~event~~also ~~Mr. Myers’ employment is terminated~~provided by the ~~Company~~Purchaser ~~without~~with ~~cause~~certain orrights ~~by Mr. Myers for good reason, as defined in the Employment Agreement, Mr. Myers will be entitled to a lump sum payment equal to the sum~~ of ~~(A)~~participation ~~two times Mr. Myers’ base salary for the year~~ in ~~which the date of the termination occurs, reduced for actual service performed from the effective date down to~~ a ~~minimum~~future ~~period~~financing oftransaction twelve full months or one times Mr. Myers’ base salary, (B) a payment equal to the product of (i) the Target Bonus and (ii) a fraction, the numerator of which is the number of days Mr. Myers was employed by the Company ~~during the year of termination and the denominator of which is the number of days in such year, and (C) 12 months of COBRA premium payments based on the coverages in effect as of the date of Mr~~. Myers’ termination of employment. The treatment of any outstanding equity award shall be determined in accordance with the terms of the 2021 Equity Incentive Plan and the applicable award agreements. All of Mr. Myers’ severance benefits are subject to his execution of a release of claims and his continued compliance with his restrictive covenant agreement.

The foregoing ~~description~~ summary of the ~~Employment~~Amendment ~~Agreement~~ is qualified in its entirety by reference to the ~~full text of the Employment Agreement~~Amendment, which is ~~attached~~filed ~~hereto~~ as Exhibit 10.1 to this Current Report on Form 8-K, and ~~incorporated~~is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On January 30, 2024, the Company, provided notice of its termination, effective January 30, 2024, of that certain purchase agreement with GHS Investments, LLC (“GHS”) dated as of March 28, 2022 and amended on July 28, 2022 (the “GHS Purchase Agreement”). As previously reported, pursuant to the GHS Purchase Agreement, the Company could offer and sell to GHS, in its discretion, up to $10,000,000 of shares of the Company’s common stock. The Company is not subject to any termination penalties related to the termination of the GHS Purchase Agreement.

Item 7.01 Regulation FD Disclosure.

On January 31, 2024, the Company issued a press release announcing the completion of the second tranche of the Purchase Agreement and the termination of the GHS Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by us under the Exchange Act or Securities Act, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
10.1		~~Employment~~Amendment ~~Agreement,~~No. ~~dated~~1 ~~June~~to ~~20,~~Securities ~~2023,~~Purchase byAgreement ~~and~~ between AiAdvertising, Inc. and ~~Kevin~~Hexagon ~~Myers~~Partners, Ltd.
99.1		Press Release issued January 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AIADVERTISING, INC.
Date: June 21, 2023	By:	/s/ Gerard Hug
Date: February 1, 2024	By:	/s/ Gerard Hug
		Name:	Gerard Hug
		Title:	Chief Executive Officer

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