10-K: Artificial Intelligence Technology Solutions Reports Soaring Revenue Amidst Persistent Going Concern Doubts and Financial Strain

Sentiment:

Annual Report


Artificial Intelligence Technology Solutions Inc. (AITX) announced a remarkable 175% surge in annual revenue for the fiscal year ended February 28, 2025, driven by strong demand for its AI-powered security solutions, yet faces critical financial challenges including a substantial accumulated deficit and auditor-raised concerns about its ability to continue as a going concern.

Delay expectedManagement acknowledges that the company has faced "unexpected setbacks, delays in funding, or a cash crunch" as part of its startup journey.The company has missed subsequent monthly payments on a purchase agreement entered into on November 30, 2023, with the lender agreeing to resolve this.Payments for the August 2024 through May 2025 period on a purchase agreement from March 8, 2024, have not been made, though management expects resolution with the lender.Maturity dates for numerous promissory notes (including notes 2, 3, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, and 21) have been extended multiple times, with the latest extensions pushing maturities to 2026 or 2027.
Capital raiseIn September 2024, the Company entered into an equity financing agreement to sell up to $30,000,000 of its common stock at a discount over a two-year period, with approximately $24 million remaining to be issued.On May 27, 2025, the Company entered into an Amended Equity Financing Agreement for up to $30,000,000 over 24 months, with purchase prices tied to a discount of the lowest trade price or VWAP, subject to a $2.00 floor after a Nasdaq uplist.Management explicitly states its commitment to raising either non-dilutive or minimally dilutive funds to support operations.During FY2025, the Company issued 4,979,636,877 common shares, generating gross proceeds of $13,697,245 (net proceeds of $13,120,679).The Company issued 194,065,933 common shares to repay $562,000 in loans payable.Proceeds from the issuance of Series B Preferred Shares totaled $278,000.Proceeds from the issuance of Series C Preferred Shares totaled $278,580.The Company received $350,000 in proceeds from new loans payable during FY2025.
Worse than expectedThe company reported a substantial accumulated deficit of $156.5 million as of February 28, 2025.Working capital remains negative at $2.5 million, indicating ongoing liquidity issues.The company generated negative cash flow from operating activities of $12.2 million for the fiscal year.The independent auditor's report explicitly states "substantial doubt about the Company's ability to continue as a going concern," which is a critical red flag for financial health.

Summary

  • AITX, through its subsidiary Robotic Assistance Devices (RAD), specializes in delivering artificial intelligence (AI) and robotic solutions for operational, security, and monitoring needs, primarily through recurring monthly subscriptions.
  • The company reported total revenue of $6,130,886 for the fiscal year ended February 28, 2025, marking a significant 175% increase compared to $2,227,559 in the prior fiscal year.
  • Gross profit dramatically improved by 562% to $3,744,564 in FY2025 from $565,817 in FY2024, with the gross profit margin increasing from 25% to 61%.
  • The net loss for FY2025 was $(18,935,592), an improvement from the $(20,708,716) net loss recorded in FY2024.
  • Despite revenue growth, the company experienced negative cash flow from operating activities of $(12,196,388) for FY2025.
  • As of February 28, 2025, AITX reported a substantial accumulated deficit of $(156,496,930) and negative working capital of $(2,548,138).
  • The independent auditor's report explicitly highlights "substantial doubt about the Company's ability to continue as a going concern" due to these financial conditions.
  • AITX continues to rely on equity proceeds and non-convertible debt for funding, with an existing equity financing agreement allowing for up to $30,000,000 over two years, of which approximately $24 million remains available.
  • Management's strategic goals include achieving positive cash flow within 18 months and targeting a Nasdaq uplist by 2026.

Sentiment

Score: 3

Explanation: While AITX achieved impressive revenue growth and made strides in product development and market penetration, its severe financial position, including a large accumulated deficit, negative working capital, and negative operating cash flow, raises substantial doubt about its ability to continue as a going concern. The reliance on dilutive financing and repeated debt extensions indicates a precarious financial state, despite management's optimistic outlook.

Positives

  • Achieved substantial revenue growth of 175%, reaching $6,130,886 in FY2025, indicating strong market adoption for its AI and robotic solutions.
  • Demonstrated significant improvement in gross profit, which increased by 562% to $3,744,564, and a notable rise in gross profit margin from 25% to 61%.
  • Reduced net loss from $(20,708,716) in FY2024 to $(18,935,592) in FY22025, showing some progress in financial efficiency.
  • Pioneering practical AI deployment with a comprehensive suite of intelligent, autonomous devices and platforms, including SARA (Agentic AI), ROSA, RIO, AVA, TOM, RADCam, ROAMEO, RADDOG LE2, and Firearm Detection.
  • Products are generating recurring monthly revenue (RMR) and are expected to achieve over 75% gross margin under subscription models.
  • Received significant industry recognition, with SARA winning Judges Choice and Best in Threat Detection and Response Solutions at ISC West 2025, and ROSA earning multiple awards.
  • Strategically positioned within the rapidly growing global security and facility management markets, addressing critical industry needs like labor shortages and demand for proactive solutions.
  • Maintains a vertically integrated business model, controlling hardware, software, and AI development in-house, which supports speed to market and margin growth.
  • Achieved SOC 2 Type 2 status in February 2025, demonstrating a strong commitment to data protection and internal process compliance.
  • Management reports an improving conversion rate from sales opportunities to clients and a maturing sales team.
  • Secured a recent $4 million non-convertible loan facility and expects continued support from its largest debt holder for debt deadline extensions.

Negatives

  • Faces substantial doubt about its ability to continue as a going concern, as explicitly stated by the independent auditor, due to persistent negative cash flow from operations, accumulated deficit, and negative working capital.
  • Reported a significant accumulated deficit of $(156,496,930) as of February 28, 2025, indicating a history of losses.
  • Continues to operate with negative working capital of $(2,548,138), highlighting liquidity challenges.
  • Experienced negative cash flow from operating activities of $(12,196,388) for FY2025, indicating that core operations are not yet self-sustaining.
  • Relies heavily on external financing, including equity proceeds and non-convertible debt, with no assurance that future capital raises will be non-dilutive.
  • Incurred high interest expense of $5,456,981 in FY2025, reflecting the cost of its debt financing.
  • Operating expenses increased by 22% to $17,691,437 in FY2025, outpacing revenue growth in absolute dollar terms.
  • The performance of the dealer network has fallen short of expectations, requiring management attention.
  • Identified material weaknesses in internal control over financial reporting, including a lack of a functioning audit committee, insufficient independent directors, inadequate segregation of duties, and management dominated by a single individual.
  • Incurred impairment on revenue-earning devices of $584,177 in FY2024 due to the discontinuance of two products in their prior form.
  • Involved in a legal proceeding with a prospective lender for alleged breach of a non-binding term sheet, which is currently in court-mandated mediation.

Risks

  • Substantial doubt exists about the Company's ability to continue as a going concern due to negative cash flow from operations, a large accumulated deficit, and negative working capital.
  • The Company's ability to secure suitable non-dilutive or minimally dilutive financing to fund ongoing operations and execute its business plan is uncertain.
  • The common stock trades on the OTC PINK market, which is characterized by limited, sporadic, and highly volatile trading, potentially affecting liquidity and price.
  • The Company's common stock is classified as a 'penny stock,' subjecting it to additional sales practice requirements for broker-dealers, which may restrict trading and investor interest.
  • Conversion prices for Series B and C Preferred Stock are tied to the lowest traded price of common stock, posing a significant risk of substantial dilution for existing common shareholders.
  • The Company has significant debt obligations, with some promissory notes in default, and relies on extensions from lenders, indicating potential repayment challenges.
  • Operational challenges exist in converting sales opportunities into clients, partly due to the risk-averse nature of personnel in the security industry.
  • Cybersecurity threats pose a continuous risk to the Company's business information, intellectual property, customer, and employee data, despite implemented controls and SOC 2 Type 2 status.
  • Ongoing legal proceedings, such as the claim from a prospective lender, could result in adverse outcomes that harm the business.
  • Material weaknesses in internal control over financial reporting, including a lack of independent oversight and management dominance, could lead to financial misstatements or operational inefficiencies.
  • Significant related party transactions, including deferred compensation for the CEO and consulting fees to a partially owned company, may raise corporate governance concerns and potential conflicts of interest.

Future Outlook

Management anticipates achieving positive cash flow from operations within the next 18 months and is targeting an uplist to Nasdaq by 2026. The company expects to benefit from economies of scale as production quantities and efficiencies increase, driving higher gross margins. Management also expects continued support from its largest debt holder for extending debt deadlines and plans to sustain operations through growing revenues, equity proceeds, and non-convertible debt. The HERO humanoid security robot is expected for release in late 2025.

Management Comments

  • "AITX is a pioneer in practical AI deployment, offering proven, revenue-generating solutions that address long-standing inefficiencies in the security and facility management industries."
  • "AITX isn't following trends, its setting them, delivering intelligent security where traditional models can't keep up."
  • "Agentic AI changes the relationship between humans and machines. AI doesn't just assist, it now observes, decides, and acts on our behalf faster, more accurately, and more consistently."
  • "Management, based on regular conversations with the Company's largest debt holder, expects no issues regarding pushing out debt deadlines as it has done so in years past. Management confirms the support of this lender and notes the most recent non-convertible $4m loan facility."
  • "Management reiterates that the plan continues to be to grow revenues, achieve positive cash flow, reduce debt and prepare for an uplist to Nasdaq."
  • "Management estimates that with continued reasonable performance the company could obtain and maintain profitability while working to pay down in preparation for Nasdaq uplist targeted for 2026."
  • "Management has identified that conversion of accounts from opportunities to clients is improving and has identified some of the reasons for the low conversion rate as well as new tactics to break through these obstacles."
  • "Management feels that ironing out technical and production challenges are well in hand and clearing the way for a greater volume of deployments."

Industry Context

AITX operates within the rapidly transforming global security and facility management markets, which are projected to approach $1 trillion. The company is positioned to capitalize on the industry's shift from traditional, labor-intensive security models to AI-driven, autonomous solutions, driven by rising labor costs, shortages, and demand for proactive systems. Key market segments targeted include video surveillance (projected to reach $88.71 billion by 2030), AI-driven surveillance ($28.76 billion by 2030), solar camera trailers ($2.5 billion by 2033), security robots ($76.67 billion by 2034), and humanoid robots ($66.0 billion by 2032). AITX's focus on Agentic AI and integrated hardware/software solutions aims to disrupt the remote monitoring and broader security industries by offering more efficient and intelligent alternatives.

Comparison to Industry Standards

  • ROSA is positioned to replace the cost and complexity of traditional security guards or passive video monitoring services by offering onboard AI, two-way communication, and autonomous actions.
  • RIO eliminates the need for expensive guard posts or legacy, non-AI trailer systems, with solar surveillance trailers costing around $1,000 a month compared to up to $40,000 a month for traditional security guards.
  • AVA aims to replace or enhance traditional guard shacks by automating vehicle entry verification through AI-powered license plate recognition and voice interaction.
  • TOM offers a professional, scalable, and cost-efficient alternative to staffed front desks for visitor management.
  • ROAMEO is presented as an answer to the high cost and limitations of traditional security personnel, offering round-the-clock autonomous coverage.
  • Unlike static analytics or scripted alerts, AITX's SARA Agentic AI platform provides dynamic engagement and intelligent responses, a capability not matched by other security solutions combining voice AI, situational logic, and autonomous action at this scale.
  • ROSS software differentiates itself by working with existing IP security cameras, transforming passive devices into proactive tools without requiring proprietary cameras or expensive hardware upgrades, unlike most analytics platforms.
  • RAM offers a unique combination of plug-and-play simplicity, AI intelligence, and voice engagement to upgrade existing security cameras, providing a direct path to enhanced security infrastructure without overhauling entire systems.
  • AITX's Firearm Detection analytic focuses on clear, visible threats and instant reactions, offering a real-time response capability that surpasses systems relying on concealed weapon prediction or extensive human monitoring.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial OfficerSteven Reinharz (resigned)Anthony Brenz2021-04-26Appointment of new CFO

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Committee StructureThe company does not have separately designated audit, compensation, or nominating and corporate governance committees; these functions are undertaken by the two directors.N/AResults in ineffective oversight of internal controls and procedures, and potential for material misstatements in financial statements, as noted by management.
Board IndependenceThe Board of Directors lacks independent directors, with only two directors, one of whom is the CEO.N/AContributes to ineffective oversight and raises concerns about potential conflicts of interest and lack of diverse perspectives in decision-making. The company does not anticipate appointing independent directors soon due to business development stage and lack of D&O insurance.
Management ControlManagement is dominated by a single individual (Steven Reinharz), who holds sufficient voting stock to unilaterally increase the number of authorized common shares.N/APoses a risk to corporate governance by concentrating power and potentially limiting checks and balances, contributing to material weaknesses in internal controls.
Internal Control WeaknessesIdentified material weaknesses in internal control over financial reporting, including inadequate segregation of duties, inappropriate methodology for debt transactions, and inappropriate fair values in preferred stock issuances.N/AIncreases the risk of material misstatements in financial statements and indicates a lack of robust financial reporting processes.

Legal Proceedings

  • On September 24, 2024, a prospective lender filed a claim against the Company for an alleged breach of a non-binding term sheet made on June 7, 2024.
  • The Company believes the claim is without merit and has filed a notice of dismissal in the relevant jurisdiction.
  • Courts have mandated mediation, and the parties may reach a settlement in the near future; no accruals have been made for this claim.

Related Party Transactions

  • The loan payable-related party balance was $329,365 as of February 28, 2025, including $190,013 of deferred salary for the CEO bearing 12% interest.
  • Accrued interest on the related party loan was $51,575 as of February 28, 2025.
  • A net accrual of $1,663,833 in deferred compensation for the CEO was made in FY2025, bringing his annual bonus for the year to $2.5 million, of which $836,167 was paid out.
  • The Company accrued 1,500 Series G shares (totaling $1,500,000) for the CEO in FY2025 as incentive compensation, recorded as Incentive Compensation Plan Payable.
  • The Company was charged $2,541,180 in consulting fees for research and development to a company partially owned by a principal shareholder in FY2025; the principal shareholder received no compensation from this company, and the balance due was $76,532.

Stakeholder Impact

  • **Shareholders**: Face significant dilution risk from ongoing equity financing agreements and convertible preferred stock. The 'penny stock' classification and volatile trading environment, coupled with substantial doubt about the company's going concern, pose high risks to investment value.
  • **Employees**: Benefit from stock-based compensation plans, but also experienced forfeitures due to terminations. The CEO receives substantial deferred compensation and stock awards.
  • **Customers**: Stand to benefit from the company's continued product development and deployment of advanced, cost-effective AI-powered security solutions, potentially enhancing their safety and operational efficiency. The achievement of SOC 2 Type 2 status may increase customer confidence in data security.
  • **Creditors**: Face uncertainty regarding the repayment of significant debt obligations, as the company relies on debt extensions and new financing. Some loans are in default, indicating elevated credit risk.
  • **Management**: The CEO maintains significant control and receives substantial compensation, including deferred bonuses and stock awards, despite the company's precarious financial health.

Next Steps

  • Achieve positive cash flow from operations within the next 18 months.
  • Reduce overall debt obligations.
  • Prepare for and execute an uplist to Nasdaq, targeted for 2026.
  • Continue efforts to influence the security industry towards greater adoption of new technologies, including through initiatives like the Security Industry Association's Town Hall.
  • Launch the HERO humanoid security robot, expected in late 2025.
  • Resolve outstanding missed monthly payments on existing purchase agreements with lenders.
  • Continue implementing and strengthening cybersecurity policies, programs, and controls.
  • The CEO and Board of Directors will receive periodic (at least annual) updates on the cybersecurity program.
  • Engage in court-mandated mediation for the legal claim filed by a prospective lender, with an expectation of reaching a settlement in the near future.

Key Dates

DateDescription
2010-03-25Artificial Intelligence Technology Solutions Inc. (formerly On the Move Systems Corp.) incorporated in Florida.
2015-02-17AITX reincorporated in Nevada.
2016-07-26Robotic Assistance Devices, LLC incorporated in Nevada.
2017-07-25Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc. (RAD).
2017-08-28AITX completed the acquisition of RAD.
2018-08-24On the Move Systems Corp. changed its name to Artificial Intelligence Technology Solutions Inc. (AITX).
2019-02-01Company entered into a deferred variable payment obligation agreement with an investor.
2019-05-09Company entered into two similar deferred variable payment obligation arrangements with two investors.
2019-11-18Company entered into another deferred variable payment obligation arrangement with the February 1, 2019 investor.
2019-12-30Company entered into another deferred variable payment obligation arrangement with a new investor.
2020-04-22Company entered into another deferred variable payment obligation arrangement with the first May 9, 2019 investor.
2020-07-01Company entered into a similar deferred variable payment obligation agreement with the first investor.
2020-08-27Company and the first investor consolidated three separate deferred variable payment obligation agreements into a new agreement for a total of $1,925,000.
2021-03-01The first investor's aggregate investment of $1,925,000 was revised, reducing the rate payment and asset disposition percentage.
2021-03-02Steve Reinharz became CEO/CTO of AITX.
2021-03-10Company entered into a ten-year lease agreement for a manufacturing facility in Ferndale, Michigan.
2021-04-14Shareholders of Series E Preferred Stock and the Board of Directors approved and adopted the 2021 Incentive Stock Plan.
2021-04-26Anthony Brenz was appointed as Chief Financial Officer.
2021-09-30Company entered into a 3-year lease agreement for a vehicle.
2022-07-08Company increased authorized common shares from 5,000,000,000 to 6,000,000,000.
2022-08-11Company amended the 2021 Incentive Stock Plan, increasing the maximum number of shares to 100,000,000.
2022-10-28Company entered into a loan facility with a lender for up to $4,000,000.
2022-12-23Company entered into a Simple Agreement for Future Equity (SAFE) contract to invest $50,000.
2023-03-19Company increased authorized common shares from 6,000,000,000 to 7,225,000,000.
2023-08-14Company further amended the 2021 Incentive Stock Plan, increasing the maximum shares to 200,000,000.
2023-08-30Company increased authorized common shares from 7,225,000,000 to 10,000,000,000.
2023-09-01Company issued 114,217,035 shares to 48 employees under the 2023 Incentive Stock Option Plan.
2023-11-28Maturity dates for several promissory notes (2, 3, 6, 7, 8, 9, 10) were extended to March 1, 2025.
2023-11-29Maturity dates for several promissory notes (15, 17, 18, 19) were extended to March 1, 2025.
2023-11-30Company entered into a purchase agreement where a lender would pay $350,000 in exchange for future monthly payments.
2024-01-27Warrants to acquire 13,621,790 shares expired.
2024-01-31Company added Objective #10 to the CEO's compensation plan, effective March 1, 2022.
2024-02-05Company entered into a 3-year lease agreement for a vehicle.
2024-02-29Fiscal year ended.
2024-03-01Effective date for the cumulative effect adjustment per adoption of ASU 2020-06.
2024-03-08Company entered into another purchase agreement where a lender would pay $350,000 in exchange for future monthly payments.
2024-03-22Company increased authorized common shares from 10,000,000,000 to 12,500,000,000.
2024-04-27Company created a new class of Series B Convertible Redeemable Preferred Shares.
2024-04-30Company increased authorized Series F Preferred Shares to 10,000.
2024-06-03Company acquired a $50,000 convertible note receivable from Nightingale Intelligent Systems, Inc.
2024-08-08A Series F preferred shareholder exchanged 20 Series F preferred shares for a $400,000 note payable.
2024-08-22Lender exchanged $200,000 of note principal for 57,142,857 common shares.
2024-08-31Aggregate market value of non-affiliate common equity was approximately $37,461,347.
2024-09-01Company entered into an equity financing agreement whereby an investor will purchase up to $30,000,000 of common stock over a two-year period.
2024-09-24A prospective lender filed a claim against the Company for an alleged breach of a non-binding term sheet.
2024-10-04Company increased authorized common shares from 12,500,000,000 to 15,000,000,000.
2024-12-16Lender exchanged the remaining $200,000 of note principal for 76,923,076 common shares, fully repaying the note.
2025-01-03Company exchanged its convertible note receivable for Series A preferred shares, common shares, and common share warrants in Nightingale Intelligent Systems, Inc.
2025-02-10Company created a new class of Series C Convertible Redeemable Preferred Shares.
2025-02-11Company repaid $162,000 of promissory note (9) through the issuance of 60,000,000 common shares.
2025-02-21Company increased authorized common shares from 15,000,000,000 to 20,000,000,000.
2025-02-28Fiscal year ended.
2025-04-16Maturity dates for numerous promissory notes (2, 3, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, 21) were again extended to various dates in 2026 or 2027.
2025-05-2416,747,453,768 shares of the registrant's common stock issued and outstanding.
2025-05-27Company entered into an Amended Equity Financing Agreement for up to $30,000,000 over 24 months.
2025-05-29Date of filing of the 10-K report.

Recommendation

strong sell

Keywords

Artificial Intelligence, Robotics, Security Solutions, Autonomous Devices, AI-powered Security, SARA Agentic AI, ROSA, RIO, AVA, TOM, RADCam, ROAMEO, RADDOG LE2, Firearm Detection, Physical Security, Surveillance, Access Control, Facility Management, Recurring Revenue, SEC Filing, 10-K Report

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