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): ~~March 21,~~October 9, 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.)

1114 S. St. Mary’s Street #120 San Antonio, TX		78210
(Address of Principal Executive Offices)		(Zip Code)

(~~805~~917) ~~964~~ 273-~~3313~~8429

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~March~~October 219, 2024, AiAdvertising, Inc. (the “Company”) filed a Certificate of Amendment with the Secretary of State of the State of Nevada (the “Certificate of Amendment”), thereby amending the Certificate of Designation of Preferences, Rights and Limitations of Series KI Preferred Stock, as previously filed with the Secretary of State of the State of Nevada on April 10, 2023 (the “Certificate of Designation”). ~~with~~The ~~the~~Certificate ~~Secretary~~ of ~~State~~Amendment ofamended the ~~State~~Certificate of ~~Nevada,~~Designation to ~~and~~increase ~~issued~~the ~~1,000~~authorized number of shares of Series KI Preferred Stock tofrom ~~Gerard~~3,000,000 ~~Hug~~to 3,400,000. ~~the~~The ~~Company’s~~Certificate ~~chief~~of ~~executive~~Amendment became ~~officer,~~effective ~~for~~with ~~services~~the ~~rendered~~Secretary of State of the State of Nevada upon filing.

~~Pursuant~~The toforegoing ~~the~~description ~~Certificate~~ of ~~Designation~~ the ~~Company~~Certificate ~~designated 1,000 shares~~ of ~~preferred~~Amendment ~~stock as Series K Preferred Stock (the “Series K Preferred Stock”). The Series K Preferred Stock~~ is ~~not~~qualified ~~convertible~~in ~~into~~its ~~common~~entirety ~~stock~~by ~~and~~reference ~~does not have any dividend rights or any liquidation preference. The Series K Preferred Stock entitles the holder~~ to ~~51% of~~ the ~~voting power of the Company’s~~Certificate ~~stockholders. The Series K Preferred Stock will automatically be redeemed by the Company at the par value~~ of ~~$0.001 per share~~Amendment, onwhich ~~the first~~is tofiled ~~occur~~as ofExhibit ~~the~~3.1 ~~following events: (i) sixty days after the effective date of the certificate of designation, (ii) the date that Gerard Hug ceases~~ to ~~serve as officer, director or consultant of the Company, or (iii) on the date that the Company’s shares of~~this ~~common~~Current ~~stock~~Report ~~first trade on any national securities exchange~~ and ~~such listing~~ is ~~conditioned~~incorporated ~~upon~~herein ~~the~~by ~~elimination of the preferential voting rights~~reference.

The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the Certificate of Designation of Preferences, Rights and Limitations of Series K Preferred Stock, which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
3.1		Certificate of ~~Designation of Series K Preferred Stock~~Amendment
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: March 25, 2024	By:	/s/ Gerard Hug
Date: October 11, 2024	By:	/s/ Gerard Hug
		Name:	Gerard Hug
		Title:	Chief Executive Officer

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