{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-028719","form_type":"8-K","ticker":null,"cik":"0000743758","company_name":"AiAdvertising, Inc.","filed_at":"2023-04-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.137916+00:00","generated_at":"2026-06-17T03:54:55.387475+00:00","sec_items":["1.01","3.02","3.03","5.03","5.01","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"AiAdvertising receives $5M strategic investment from Hexagon Partners, up to $9.25M possible","bullets":["Hexagon Partners invests $5M initially via Series I Preferred Stock convertible into common at 1:400 ratio.","Upon conversion, Hexagon will own ~40.6% of outstanding common and gains right to designate two board directors.","Proceeds to fund AI/ML Campaign Performance Platform development; Brad Parscale returns as strategic advisor.","Company set board size at six directors and adopted a poison pill rights agreement subject to FINRA review.","Two additional tranches available totaling up to $4.25M at higher per-share conversion prices."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-028719","json":"https://secwatch.observer/filing/0001213900-23-028719.json","markdown":"https://secwatch.observer/filing/0001213900-23-028719.md","text":"https://secwatch.observer/filing/0001213900-23-028719.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/743758/000121390023028719/0001213900-23-028719-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/743758/000121390023028719/ea176774-8k_aiadvertis.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T03:54:55.387475+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1e8ab75ca81a289ae1321f9c1afe6f7fdad53f08","claim":"AiAdvertising, Inc.: Amended and restated bylaws to set board size at six directors, require 80% vote to increase board size, revise indemnification provisions, and require 75% board vote to amend bylaws (effective 2023-04-10).","evidence_excerpt":"Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information provided in Item 1.01 Entry into a Material Definitive Agreement of this Current Report on Form 8-K with respect to the Series I Certificate is incorporated by reference into this Item 5.03. Amended and Restated Bylaws In accordance with terms of the Purchase Agreement, on April 10, 2023, the Board amended and restated the Company’s bylaws to, among other things, (i) set the size of the Board at six directors, (ii) provide that the size of the Board shall not be increased without the affirmative vote of the holders of the Company’s voting securities holding 80% of the vote, (iii) revise the provisions relating to indemnification of certain persons, and (iv) provide that the Board may not amend the bylaws without the affirmative vote of 75% of the members of the Board (the “Amended and Restated Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/743758/000121390023028719/0001213900-23-028719-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-04-10"}],"fact_type":"governance_change"},{"claim_id":"1a7949eff1fd8c3f2ea32a0c7a02f0d4860031fe","claim":"AiAdvertising, Inc. entered into Registration Rights and Lock-up Agreement with Hexagon Partners, Ltd. valued at Registration rights and lock-up restrictions (effective 2023-04-10).","evidence_excerpt":"In connection with the entry into the Purchase Agreement and the issuance of the Series I Preferred Stock, the Company and the Purchaser entered into a registration rights and lock-up agreement (the “Registration Rights Agreement”), pursuant to which the Company granted to the Purchaser certain demand and piggyback registration rights with respect to the shares of Common Stock issuable to the Purchaser upon conversion of the Series I Preferred Stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/743758/000121390023028719/0001213900-23-028719-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Hexagon Partners, Ltd."},{"label":"Value","value":"Registration rights and lock-up restrictions"},{"label":"Effective","value":"2023-04-10"}],"fact_type":"material_agreement"},{"claim_id":"c8ba8d4fe0529bf8d848d3d124175b869f9ab4ba","claim":"AiAdvertising, Inc. entered into Securities Purchase Agreement with Hexagon Partners, Ltd. valued at Up to $9,250,000 (effective 2023-04-10).","evidence_excerpt":"On April 10, 2023, AiAdvertising, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Hexagon Partners, Ltd., (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser up to 2,918,560 shares of its Series I Preferred Stock (the “Series I Preferred Stock”) for an aggregate purchase price of up to $9,250,000 (the “Purchase Price”), in three tranches.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/743758/000121390023028719/0001213900-23-028719-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Hexagon Partners, Ltd."},{"label":"Value","value":"Up to $9,250,000"},{"label":"Effective","value":"2023-04-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}