American International (AMIH) Form 4 AMERICAN INTERNATIONAL / Jacob D. Cohen ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cohen Jacob D.

(Last) (First) (Middle)

205S BAILEY STREET

(Street)

ELECTRA TX 76360

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL HOLDINGS CORP. [ AMIH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Preferred Stock	05/06/2022		J(1)		1	D	$0.00	0	D
Common Stock	12/31/2022		A		6,000,000	A	$0.00(1)	6,458,333	I	Held by Cohen Enterprises, Inc

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	05/06/2022		J(2)		1,000,000(4)		05/06/2022	(5)	Common Stock	(3)(6)	(2)	1,000,000	D
Series A Preferred Stock	(3)	02/15/2023		J(7)			1,000,000(4)	05/06/2022	(5)	Common Stock	(3)(6)	(7)	0	D

Explanation of Responses:

1. Issued as a one-time bonus for services as an officer of the Company. Full vested upon issuance. Exempt under Rule 16b-3.

2. On May 6, 2022, the Issuer filed a Second Amended and Restated Certificate of Designations of its Series A Convertible Preferred Stock (the "Restated Designation"). Upon the filing and effectiveness of the Restated Designation with the Secretary of State of the State of Nevada, each outstanding share of Series A Preferred Stock of the Company was automatically split, reclassified and converted into 1,000,000 shares of Series A Preferred Stock having the rights and privileges described in the Restated Designation. The Series A Preferred Stock (a) was also subject to a 1,000,000-for-1 forward stock split; and (b) amended to have a conversion right, changing such preferred stock from a non-derivative security, to a derivative security.

3. The Series A Preferred Stock may be converted into a number of shares of common stock of the Issuer equal to the holder's pro rata share of all Series A Preferred Stock then issued and outstanding, multiplied by (i) 60%, minus the aggregate percentage of the Issuer's outstanding common stock previously converted by holders of the Series A Preferred Stock, through such applicable date (currently zero), multiplied by (ii) the outstanding shares of Issuer common immediately after such conversion, divided by (iii) the total number of shares of Series A Preferred Stock then outstanding.

4. Represents 100% of the outstanding shares of Series A Preferred Stock of the Issuer.

5. The Series A Preferred Stock has no expiration date.

6. No individual conversion by any individual holder of Series A Preferred Stock may be in an amount greater than 9.99% of the outstanding common stock of the Issuer on the date on which the holder delivers notice of such conversion to the Issuer.

7. On February 15, 2023, the Issuer and Jacob D. Cohen, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which Mr. Cohen exchanged all 1,000,000 shares of the Series A Preferred Stock of the Issuer which he held with the Issuer for (a) all of the issued and outstanding membership interests held by the Issuer in Epiq Scripts, LLC; (b) all cash payments paid to the Issuer in the future as a Royalty Payment (as defined in the Royalty Agreement (defined below)) pursuant to that certain Royalty Agreement dated June 30, 2022, by and between Epiq MD, Inc. and the Issuer; (c) all proceeds that the Issuer receives from any sale of the equity of ZipDoctor, Inc.; and (d) the rights to all debt owed to the Issuer from Epiq Scripts, in the amount of approximately $850,000.

	/s/ Jacob Cohen	04/13/2023
	** Signature of Reporting Person	Date
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