Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective
October 19, 2021, Jacob D. Cohen, who was then serving as the sole director of American International Holdings Corp. (the “Company”,
“we” or “us”), appointed Peter “Casey” Jensen to fill one of the vacancies on
the Board of Directors, as an independent director. Mr. Jensen was also appointed as the sole member of the newly established Audit Committee
(discussed under Item 8.01 below), and to serve as the Chairperson of the Audit Committee.
The
Board of Directors determined that Mr. Jensen is “independent” pursuant to the rules of the NASDAQ Capital Market.
Mr.
Jensen is not a party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements
or understandings between Mr. Jensen and any other person pursuant to which he was selected to serve as a director of the Company, nor
is he 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 Mr. Jensen.
Biographical
information for Mr. Jensen is provided below:
Since
September 2019, Mr. Jensen has served as Managing Partner at PHX Global, LLC providing executive management and international business
advisory services. Mr. Jensen worked as a registered investment adviser from December 2018 through October 2019, at Madison Avenue Securities,
LLC/EFC Wealth Management. In February 2013, Mr. Jensen co-founded JPM Capital, a boutique Investment Bank and Strategic Advisory firm,
where he worked until July 2018, and where he assisted in successfully closing over 160 investments in public companies. While serving
as Managing Partner at JPM, Mr. Jensen invested in healthcare start-ups, and he was able to manage investments from seed stage to profitability.
From February 2013 through December 2016, Mr. Jensen served as a partner and investment advisor at Anubis Capital Advisors, Inc.
From
2000 to 2010, Mr. Jensen worked in investor education and owned a stock brokerage where he managed approximately $100 million in assets
for high net worth and institutional investors. Also, during this period, Mr. Jensen formed Trindax Capital, LLC, an investment firm
focused on commodities and commercial real estate, where he served as CEO. In 2010, Mr. Jensen combined his experience in commercial
finance and investments, and entered private equity. Mr. Jensen became a Managing Director Heartland Capital Markets, where he co-managed
a variety of private equity investments in both seed and growth stage companies from February 2010 to January 2013.
In
addition to being a former Registered Investment Adviser, Mr. Jensen has passed Series 3, 7, 24, 63 and 65 FINRA examinations.
The
Board of Directors believes that Mr. Jensen is well qualified to serve on the Board of Directors, and as the sole member and Chairperson
of the Company’s Audit Committee, because of his strong background in finance and securities, and consistent success in several
different roles and industries.