{"url_path":"/sec/ehvvf/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION A. Share Capital**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","accession_number":"0001493152-26-023957","cik":"0001653606","ticker":"EHVVF","issuer_name":"Ehave, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","primary_entity_key":"0001653606","primary_entity_name":"Ehave, Inc."},"word_count":9367,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION A. Share Capital**\n\nNot\napplicable\n\n**B.\nMemorandum and Articles of Association**\n\n*Articles\nof Continuance*\n\nWe\nare governed by our amended articles of incorporation (the “Articles”) under the Business Corporations Act of Ontario (the\n“Act”) and by our by-laws (the “By-laws”). Our Articles provide that there are no restrictions on the business\nwe may carry on or on the powers we may exercise. Companies incorporated under the Act are not required to include specific objects or\npurposes in their articles or by-laws.\n\n*Directors*\n\nSubject\nto certain exceptions, including in respect of voting on any resolution to approve a contract that relates primarily to the director’s\nremuneration, directors may not vote on resolutions to approve a material contract or material transaction if the director is a party\nto such contract or transaction. The directors are entitled to remuneration as shall from time to time be determined by the Board of\nDirectors with no requirement for a quorum of independent directors. The directors have the ability under the Act to exercise our borrowing\npower, without authorization of the shareholders. The Act permits shareholders to restrict this authority through a company’s articles\nor by-laws (or through a unanimous shareholder agreement), but no such restrictions are in place for us. Our Articles and By-laws do\nnot require directors to hold shares for qualification.\n\n*Rights,\nPreferences and Dividends Attaching to Shares*\n\nThe\nholders of common shares have the right to receive dividends if and when declared. Each holder of common shares, as of the record date\nprior to a meeting, is entitled to attend and to cast one vote for each common share held as of such record date at such annual and/or\nspecial meeting, including with respect to the election or re-election of directors. Subject to the provisions of our By- laws, all directors\nmay, if still qualified to serve as directors, stand for re-election. The numbers of our Board of Directors are not replaced at staggered\nintervals but are elected annually.\n\nOn\na distribution of assets on a winding-up, dissolution or other return of capital (subject to certain exceptions) the holders of common\nshares shall have a right to receive their *pro rata* share of such distribution. There are no sinking fund or redemption provisions\nin respect of the common shares. Our shareholders have no liability to further capital calls as all shares issued and outstanding are\nfully paid and non-assessable.\n\nNo\nother classes of shares are currently permitted to be issued.\n\n37\n\n*Action\nNecessary to Change the Rights of Shareholders*\n\nThe\nrights attaching to the different classes of shares may be varied by special resolution passed at a meeting of that class’s shareholders.\n\n*Annual\nand Special Meetings of Shareholders*\n\nUnder\nthe Act and our By-laws, we are required to mail a Notice of Meeting and Management Information Circular to registered shareholders not\nless than 21 days and not more than 50 days prior to the date of the meeting. Such materials must be filed concurrently with the applicable\nsecurities regulatory authorities in Canada and the US. Subject to certain provisions of the By-laws, a quorum of two or more shareholders\nin person or represented by proxy holding or representing by proxy not less than five (5%) percent of the total number of issued and\noutstanding shares enjoying voting rights at such meeting is required to properly constitute a meeting of shareholders. Shareholders\nand their duly appointed proxies and corporate representatives are entitled to be admitted to our annual and/or special meetings.\n\n*Limitations\non the Rights to Own Shares*\n\nThe\nArticles do not contain any limitations on the rights to own shares. Except as described below, there are currently no limitations imposed\nby Canadian federal or provincial laws on the rights of non-resident or foreign owners of Canadian securities to hold or vote the securities\nheld. There are also no such limitations imposed by the Articles and By-laws with respect to our common shares.\n\n*Disclosure\nof Share Ownership*\n\nIn\ngeneral, under applicable securities regulation in Canada, a person or company who beneficially owns, directly or indirectly, voting\nsecurities of an issuer or who exercises control or direction over voting securities of an issuer or a combination of both, carrying\nmore than 10% of the voting rights attached to all the issuer’s outstanding voting securities is an insider and must, within 10\ndays of becoming an insider, file a report in the required form effective the date on which the person became an insider. The report\nmust disclose any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. Additionally,\nsecurities regulation in Canada provides for the filing of a report by an insider of a reporting issuer whose holdings change, which\nreport must be filed within 10 days from the day on which the change takes place.\n\nThe\nrules in the US governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those discussed\nabove. Section 13 of the Exchange Act imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined\nin Rule 13d-3 under the Exchange Act) of more than 5% of a class of an equity security registered under Section 12 of the Exchange Act.\nIn general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the SEC containing the\ninformation prescribed by the regulations under Section 13 of the Exchange Act. This information is also required to be sent to the issuer\nof the securities and to each exchange where the securities are traded.\n\n*Other\nProvisions of Articles and By-laws*\n\nThere\nare no provisions in the Articles or By-laws:\n\n●\ndelaying\nor prohibiting a change in control of our company that operate only with respect to a merger, acquisition or corporate restructuring;\n\n●\ndiscriminating\nagainst any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares;\n\n●\nrequiring\ndisclosure of share ownership; or\n\n●\ngoverning\nchanges in capital, where such provisions are more stringent than those required by law.\n\n38\n\n**C.\nMaterial Contracts**\n\nWe\nhave employment contracts with our chief executive officer as summarized in Item 6B.\n\nOn\nMay 18, 2022, Aibotics entered into an Agreement and Plan of Merger (the “Agreement” whereby Aibotics will merge with a wholly\nowned subsidiary of PSLY.com. Simultaneously E,iVentures, Inc. (“E.i”) will merge with a separate wholly owned subsidiary\nof PSLY.com.\n\nAt\nclosing each share of common stock of Aibotics, par value $.001 per share (the “Aibotics Common Stock”), issued and outstanding\nimmediately prior to the effective time of the merger shall be converted into the right to receive 0.25 fully paid and nonassessable\nshare of PSLY.com Common Stock.\n\nAt\nClosing each share of common stock of E.i will be convertible into the right receive a number of PSLY.com Common Stock equal to (i) the\nsum of $360,000,000 (Three Hundred Sixty Million Dollars) (ii) divided by $1.56, the result of which is divided by (iii) the product\nof the total number of shares of EVI Common Stock then issued and outstanding times four (4).\n\nThe\nclosing of the Merger will take place as soon as practicable (and, in any event, within two (2) Business days after the satisfaction\nof all conditions to the Merger.\n\nOn\nFebruary 16, 2023, the parties to the Agreement mutually agreed to terminate the Agreement and release each other. The preceding description\nof the termination is qualified in its entirety by reference to the Termination of Agreement and Plan of Merger dated February 16, 2023\nand filed as an exhibit to the Company’s Current Report on Form 8-K filed February 22, 2023.\n\nOn\nNovember 28, 2023, Aibotics, Inc. (the “Company”) entered into an Asset Sale and Purchase Agreement (the “Asset Purchase\nAgreement”) and Intellectual Property Assignment Agreement (the “IP Assignment”) with Philon Labs, LLC (“Philon\nLabs”) for the acquisition of certain assets of Philon Labs including the intellectual property related to its “Phill Robot”\nand “Milky Way” products.\n\n**D.\nExchange Controls**\n\nCanada\nhas no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public\ncompany to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits,\ninterest, royalties and other payments to non-resident holders of our securities, except as discussed below in Section E, *Taxation*.\n\n*Restrictions\non Share Ownership by Non-Canadians*\n\nThere\nare no limitations under the laws of Canada or in our organizational documents on the right of foreigners to hold or vote securities\nof our company, except that the *Investment Canada Act* (the “Investment Canada Act”) may require review and approval\nby the Minister of Industry (Canada) of certain acquisitions of “control” of our Company by a “non-Canadian.”\n\n*Investment\nCanada Act*\n\nUnder\nthe Investment Canada Act, transactions exceeding certain financial thresholds, and which involve the acquisition of control of a Canadian\nbusiness by a non-Canadian, are subject to review and cannot be implemented unless the Minister of Industry and/or, in the case of a\nCanadian business engaged in cultural activities, the Minister of Canadian Heritage, are satisfied that the transaction is likely to\nbe of “net benefit to Canada”. If a transaction is subject to review (a “Reviewable Transaction”), an application\nfor review must be filed with the Investment Review Division of Industry Canada and/or the Department of Canadian Heritage prior to the\nimplementation of the Reviewable Transaction. The responsible Minister is then required to determine whether the Reviewable Transaction\nis likely to be of net benefit to Canada taking into account, among other things, certain factors specified in the Investment Canada\nAct and any written undertakings that may have been given by the applicant. The Investment Canada Act contemplates an initial review\nperiod of up to 45 days after filing; however, if the responsible Minister has not completed the review by that date, the Minister may\nunilaterally extend the review period by up to 30 days (or such longer period as may be agreed to by the applicant and the Minister)\nto permit completion of the review. Direct acquisitions of control of most Canadian businesses by or from World Trade Organization (“WTO”)\ninvestors are reviewable under the Investment Canada Act only if, in the case of an acquisition of voting securities, the value of the\nworldwide assets of the Canadian business or, in the case of an acquisition of substantially all the assets of a Canadian business, the\nvalue of those assets exceed C$295 million for the year 2008 (this figure is adjusted annually to reflect inflation). Indirect acquisitions\n(e.g., an acquisition of a US corporation with a Canadian subsidiary) of control of such businesses by or from WTO investors are not\nsubject to review, regardless of the value of the Canadian businesses’ assets. Significantly lower review thresholds apply where\nneither the investor nor the Canadian business is WTO investor controlled or where the Canadian business is engaged in uranium mining,\ncertain cultural businesses, financial services or transportation services.\n\nEven\nif the transaction is not reviewable because it does not meet or exceed the applicable financial threshold, the non-Canadian investor\nmust still give notice to Industry Canada and, in the case of a Canadian business engaged in cultural activities, Canadian Heritage,\nof its acquisition of control of a Canadian business within 30 days of its implementation.\n\n39\n\n*Competition\nAct*\n\nThe\n*Competition Act* (Canada) (the “Competition Act”) requires that a pre-merger notification filing be submitted to the\nCommissioner of Competition (the “Commissioner”) in respect of proposed transactions that exceed certain financial and other\nthresholds. If a proposed transaction is subject to pre-merger notification, a pre-merger notification filing must be submitted to the\nCommissioner and a waiting period must expire or be waived by the Commissioner before the transaction may be completed. The parties to\na proposed transaction may choose to submit either a short-form filing (in respect of which there is a 14-day statutory waiting period)\nor a long- form filing (in respect of which there is a 42-day statutory waiting period). However, where the parties choose to submit\na short-form filing, the Commissioner may, within 14 days, require that the parties submit a long-form filing, in which case the proposed\ntransaction generally may not be completed until 42 days after the long-form filing is submitted by the parties.\n\nThe\nCommissioner may, upon request, issue an advance ruling certificate (“ARC”) in respect of a proposed transaction where she\nis satisfied that she would not have sufficient grounds on which to apply to the Competition Tribunal for an order under the merger provisions\nof the Competition Act. If the Commissioner issues an ARC in respect of a proposed transaction, the transaction is exempt from the pre-merger\nnotification provisions. In addition, if the transaction to which the ARC relates is substantially completed within one year after the\nARC is issued, the Commissioner cannot seek an order of the Competition Tribunal under the merger provisions of the Competition Act in\nrespect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis\nof which the ARC was issued.\n\nIf\nthe Commissioner is unwilling to issue an ARC, she may nevertheless issue a “no action” letter waiving notification and confirming\nthat she is of the view that grounds do not then exist to initiate proceedings before the Competition Tribunal under the merger provisions\nof the Competition Act with respect to the proposed transaction, while preserving, during the three years following completion of the\nproposed transaction, her authority to initiate proceedings should circumstances change.\n\nRegardless\nof whether pre-merger notification is required, the Commissioner may apply to the Competition Tribunal (a special purpose tribunal) for\nan order under the merger provisions of the Competition Act. If the Competition Tribunal finds that the transaction is or is likely to\nprevent or lessen competition substantially, it may order that the parties not proceed with the transaction or part of it or, in the\nevent that the transaction has already been completed, order its dissolution or the disposition of some of the assets or shares involved.\nIn addition, the Competition Tribunal may, with the consent of the person against whom the order is directed and the Commissioner, order\nthat person to take any other action as is deemed necessary to remedy any substantial lessening or prevention of competition that the\nCompetition Tribunal determines would or would likely result from the transaction.\n\n**E.\nTaxation**\n\n**CERTAIN\nUNITED STATES FEDERAL INCOME TAX CONSIDERATIONS**\n\nThe\nfollowing is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below)\narising from and relating to the acquisition, ownership and disposition of common shares.\n\nThis\nsummary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal\nincome tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of\ncommon shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder\nthat may affect the U.S. federal income tax consequences to such U.S. Holder, including, without limitation, specific tax consequences\nto a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed\nas, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative\nminimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership,\nand disposition of common shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting\nrequirements. Each prospective U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. federal alternative minimum,\nU.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition\nof common shares.\n\n40\n\nNo\nlegal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will\nbe obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. This\nsummary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions\ntaken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the\nIRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.\n\n**Scope\nof this Summary**\n\nAuthorities\n\nThis\nsummary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary,\nor proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United\nStates of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”),\nand U.S. court decisions that are applicable, and, in each case, as in effect and available, as of the date of this document. Any of\nthe authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could\nbe applied retroactively. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation.\n\nU.S.\nHolders\n\nFor\npurposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income\ntax purposes:\n\n●\nan\nindividual who is a citizen or resident of the United States;\n\n●\na\ncorporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the United\nStates, any state thereof or the District of Columbia;\n\n●\nan\nestate whose income is subject to U.S. federal income taxation regardless of its source; or\n\n●\na\ntrust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all\nsubstantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.\n\nU.S.\nHolders Subject to Special U.S. Federal Income Tax Rules Not Addressed\n\nThis\nsummary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions\nunder the Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual\nretirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment\ntrusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply\na mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own common shares as\npart of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position;\n(f) acquire common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold\ncommon shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes);\nor (h) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value\nof the outstanding shares of the Company. This summary also does not address the U.S. federal income tax considerations applicable to\nU.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident\nor deemed to be a resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”); (c) persons that use or\nhold, will use or hold, or that are or will be deemed to use or hold common shares in connection with carrying on a business in Canada;\n(d) persons whose common shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent\nestablishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under\nthe Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisors regarding the\nU.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non- U.S. tax consequences relating\nto the acquisition, ownership and disposition of common shares.\n\n41\n\nIf\nan entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax\npurposes holds common shares, the U.S. federal income tax consequences to such entity or arrangement and the partners (or other owners\nor participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of\nsuch partners (or owners or participants). This summary does not address the tax consequences to any such partner (or owner or participants).\nPartners (or other owners or participants) of entities or arrangements that are classified as partnerships or as “pass- through”\nentities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences\narising from and relating to the acquisition, ownership and disposition of common shares.\n\n**Passive\nForeign Investment Company Rules**\n\nPFIC\nStatus of the Company\n\nIf\nthe Company were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”,\nas defined below) for any year during a U.S. Holder’s holding period, then certain potentially adverse rules may affect the U.S.\nfederal income tax consequences to a U.S. Holder as a result of the acquisition, ownership and disposition of common shares. The Company\nmay be a PFIC for its current tax year and subsequent tax years. The determination of whether any corporation was, or will be, a PFIC\nfor a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.\nIn addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course\nof each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be\nno assurance that the IRS will not challenge any determination made by the Company (or any subsidiary of the Company) concerning its\nPFIC status. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of the Company and each subsidiary of the\nCompany.\n\nIn\nany year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing\nsuch information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting\nrequirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own\ntax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS\nForm 8621.\n\nThe\nCompany generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “PFIC\nincome test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production\nof passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”). “Gross\nincome” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or\noutside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and\nroyalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.\n\nFor\npurposes of the PFIC income test and PFIC asset test described above, if the Company owns, directly or indirectly, 25% or more of the\ntotal value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of\nthe assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition,\nfor purposes of the PFIC income test and PFIC asset test described above, and assuming certain other requirements are met, “passive\nincome” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain\n“related persons” (as defined in Section 954(d)(3) of the Code) also organized in Canada, to the extent such items are properly\nallocable to the income of such related person that is not passive income.\n\n42\n\nUnder\ncertain attribution rules, if the Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Company’s\ndirect or indirect equity interest in any company that is also a PFIC (a ‘‘Subsidiary PFIC’’), and will generally\nbe subject to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described below,\non the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another\nSubsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject\nto U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares.\nAccordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received\nand no redemptions or other dispositions of common shares are made.\n\nDefault\nPFIC Rules Under Section 1291 of the Code\n\nIf\nthe Company is a PFIC for any tax year during which a U.S. Holder owns common shares, the U.S. federal income tax consequences to such\nU.S. Holder of the acquisition, ownership, and disposition of common shares will depend on whether and when such U.S. Holder makes an\nelection to treat the Company and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under\nSection 1295 of the Code (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market\nElection”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary\nas a “Non-Electing U.S. Holder.”\n\nA\nNon-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code (described below) with respect to (a) any gain recognized\non the sale or other taxable disposition of common shares and (b) any “excess distribution” received on the common shares.\nA distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions\nreceived in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during\na U.S. Holder’s holding period for the common shares, if shorter).\n\nUnder\nSection 1291 of the Code, any gain recognized on the sale or other taxable disposition of common shares (including an indirect disposition\nof the stock of any Subsidiary PFIC), and any “excess distribution” received on common shares or with respect to the stock\nof a Subsidiary PFIC, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common\nshares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution\nand to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferred rates).\nThe amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary\nincome in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax\nliability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal\ninterest,” which is not deductible.\n\nIf\nthe Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated\nas a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent\ntax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under\nthe rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last\ntax year for which the Company was a PFIC.\n\nQEF\nElection\n\nA\nU.S. Holder that makes a timely and effective QEF Election for the first tax year in which the holding period of its common shares begins\ngenerally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S. Holder\nthat makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share\nof (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings\nof the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of\n(a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings\nand profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such\namounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder\nby the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a\nQEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income\ninclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such\namounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal\ninterest,” which is not deductible.\n\n43\n\nA\nU.S. Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive a tax-free distribution\nfrom the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously\nincluded in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common\nshares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S.\nHolder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.\nThe procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether\nsuch QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in\nthe U.S. Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election\nby filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If\na U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the\ncommon shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder\nmeets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the rules of Section\n1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective.\nIf a U.S. Holder makes a QEF Election but does not make a “purging” election to recognize gain as discussed in the preceding\nsentence, then such U.S. Holder shall be subject to the QEF Election rules and shall continue to be subject to tax under the rules of\nSection 1291 discussed above with respect to its common shares. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate\nQEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to\napply to both PFICs.\n\nA\nQEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election\nis invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a\nsubsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during\nthose tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF\nElection will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which\nthe Company qualifies as a PFIC.\n\nU.S.\nHolders should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a\nQEF, or that the Company will supply U.S. Holders with information that such U.S. Holders are required to report under the QEF rules,\nin the event that the Company is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares.\nEach U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election.\n\nA\nU.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed\nUnited States federal income tax return. However, if the Company does not provide the required information with regard to the Company\nor any of its Subsidiary PFICs, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject\nto the rules of Section 1291 of the Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains\nand excess distributions.\n\nMark-to-Market\nElection\n\nA\nU.S. Holder may make a Mark-to-Market Election only if the common shares are marketable stock. The common shares generally will be “marketable\nstock” if the common shares are regularly traded on (a) a national securities exchange that is registered with the Securities and\nExchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or\n(c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located,\nprovided that (i) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other\nrequirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange,\nensure that such requirements are actually enforced and (ii) the rules of such foreign exchange effectively promote active trading of\nlisted stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded”\nfor any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar\nquarter. Provided that the common shares are “regularly traded” as described in the preceding sentence, the common shares\nare expected to be marketable stock. However, each U.S. Holder should consult its own tax advisor in this regard.\n\n44\n\nA\nU.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section\n1291 of the Code discussed above with respect to such common shares. However, if a U.S. Holder does not make a Mark-to- Market Election\nbeginning in the first tax year of such U.S. Holder’s holding period for the common shares for which the Company is a PFIC and\nsuch U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions\nof, and distributions on, the common shares.\n\nA\nU.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an\namount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such\nU.S. Holder’s adjusted tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction\nin an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the common shares, over (b) the fair\nmarket value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark- to-Market\nElection for prior tax years).\n\nA\nU.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the common shares to\nreflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale\nor other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary\nloss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to- Market Election for prior\ntax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed\nthis limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.\n\nA\nU.S. Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed United States federal income tax\nreturn. A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year,\nunless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder\nshould consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.\n\nAlthough\na U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with\nrespect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the\nMark-to-Market Election will not be effective to avoid the application of the default rules of Section 1291 of the Code described above\nwith respect to deemed dispositions of Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC to its shareholder.\n\nOther\nPFIC Rules\n\nUnder\nSection 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S.\nHolder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise\nbe tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences\nto a U.S. Holder may vary based on the manner in which common shares are transferred.\n\nCertain\nadditional adverse rules may apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes\na QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will,\nexcept as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.\n\nSpecial\nrules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special\nrules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit.\nThe rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should\nconsult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.\n\n45\n\nThe\nPFIC rules are complex, and each U.S. Holder should consult its own tax advisors regarding the PFIC rules and how the PFIC rules may\naffect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.\n\n**General\nRules Applicable to the Ownership and Disposition of Common Shares**\n\nThe\nfollowing discussion describes the general rules applicable to the ownership and disposition of the common shares but is subject in its\nentirety to the special rules described above under the heading “Passive Foreign Investment Company Rules.”\n\nDistributions\non Common Shares\n\nA\nU.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include\nthe amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution)\nto the extent of the current and accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax\npurposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC for the tax year\nof such distribution or the preceding tax year. To the extent that a distribution exceeds the current and accumulated “earnings\nand profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s\ntax basis in the common shares and thereafter as gain from the sale or exchange of such common shares. (See “Sale or Other Taxable\nDisposition of Common Shares” below). However, the Company may not maintain the calculations of its earnings and profits in accordance\nwith U.S. federal income tax principles, and each U.S. Holder may have to assume that any distribution by the Company with respect to\nthe common shares will constitute ordinary dividend income. Dividends received on common shares by corporate U.S. Holders generally will\nnot be eligible for the “dividends received deduction.” Subject to applicable limitations and provided the Company is eligible\nfor the benefits of the Canada-U.S. Tax Convention, dividends paid by the Company to non-corporate U.S. Holders, including individuals,\ngenerally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding\nperiod and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or\nin the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisors regarding the application\nof such rules.\n\nSale\nor Other Taxable Disposition of Common Shares\n\nUpon\nthe sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal\nto the difference between the U.S. dollar value of cash received plus the fair market value of any property received and such U.S. Holder’s\ntax basis in such common shares sold or otherwise disposed of. A U.S. Holder’s tax basis in common shares generally will be such\nholder’s U.S. dollar cost for such common shares. Gain or loss recognized on such sale or other disposition generally will be long-\nterm capital gain or loss if, at the time of the sale or other disposition, the common shares have been held for more than one year.\n\nPreferential\ntax rates currently apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no\npreferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to\nsignificant limitations under the Code.\n\n**Additional\nConsiderations**\n\nAdditional\nTax on Passive Income\n\nCertain\nU.S. Holders that are individuals, estates or trusts (other than trusts that are exempt from tax) will be subject to a 3.8% tax on all\nor a portion of their “net investment income,” which includes dividends on the common shares and net gains from the disposition\nof the common shares. Further, excess distributions treated as dividends, gains treated as excess distributions under the PFIC rules\ndiscussed above, and mark-to-market inclusions and deductions are all included in the calculation of net investment income.\n\n46\n\nTreasury\nRegulations provide, subject to the election described in the following paragraph, that solely for purposes of this additional tax, that\ndistributions of previously taxed income will be treated as dividends and included in net investment income subject to the additional\n3.8% tax. Additionally, to determine the amount of any capital gain from the sale or other taxable disposition of common shares that\nwill be subject to the additional tax on net investment income, a U.S. Holder who has made a QEF Election will be required to recalculate\nits basis in the common shares excluding QEF basis adjustments.\n\nAlternatively,\na U.S. Holder may make an election which will be effective with respect to all interests in controlled foreign corporations and QEFs\nheld in that year or acquired in future years. Under this election, a U.S. Holder pays the additional 3.8% tax on QEF income inclusions\nand on gains calculated after giving effect to related tax basis adjustments. U.S. Holders that are individuals, estates or trusts should\nconsult their own tax advisors regarding the applicability of this tax to any of their income or gains in respect of the common shares.\n\nReceipt\nof Foreign Currency\n\nThe\namount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of common\nshares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of\nreceipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in\nthe foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the\nforeign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income\nor loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who\nuse the accrual method. Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences\nof receiving, owning, and disposing of foreign currency.\n\nForeign\nTax Credit\n\nSubject\nto the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect\nto dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction\nor a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on\na dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This\nelection is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder\nduring a year.\n\nComplex\nlimitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of\na U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears\nto such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and\ndeduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends\npaid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign\ncorporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income\ntax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the common shares\nthat is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income\ntax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately\nwith respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own\nU.S. tax advisors regarding the foreign tax credit rules.\n\n47\n\nBackup\n- Withholding and Information Reporting\n\nUnder\nU.S. federal income tax law, certain categories of U.S. Holders must file information returns with respect to their investment in, or\ninvolvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals\nwho are U.S. Holders that hold certain specified foreign financial assets in excess of certain thresholds. The definition of specified\nforeign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in\naccounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract\nheld for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may\nbe subject to these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties\nfor failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding\nthe requirements of filing information returns, including the requirement to file an IRS Form 8938.\n\nPayments\nmade within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition\nof, common shares will generally be subject to information reporting and backup withholding tax, at the rate of 24%, if a U.S. Holder\n(a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect\nU.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items\nsubject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct\nU.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax.\nHowever, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding\nis not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S.\nHolder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to\nthe IRS in a timely manner.\n\nThe\ndiscussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements\nthat may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during\nwhich the IRS can assess a tax and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any\nunsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup\nwithholding rules.\n\n**THE\nABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO\nTHE ACQUISITION, OWNERSHIP, AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS\nAPPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.**\n\n**F.\nDividends and Paying Agents**\n\nNot\napplicable\n\n**G.\nStatements by Experts**\n\nNot\napplicable\n\n**H.\nDocuments on Display**\n\nWe\nare subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. The SEC maintains\na Website that contains reports, proxy and information statements and other information regarding registrants that file electronically\nwith the SEC at http://www.sec.gov. We also make available free of charge on our website at www.ehave.com, as soon as reasonably practicable\nafter such reports are available on the SEC website.\n\nWe\n“incorporate by reference” information that we file with the SEC, which means that we can disclose important information\nto you by referring you to those documents. The information incorporated by reference is an important part of this Form 20-F and more\nrecent information automatically updates and supersedes more dated information contained or incorporated by reference in this Form 20-F.\n\nAs\na foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements\nto shareholders.\n\n48\n\nWe\nwill provide without charge to each person, including any beneficial owner, to whom a copy of this annual report has been delivered,\non the written or oral request of such person, a copy of any or all documents referred to above which have been or may be incorporated\nby reference in this annual report (not including exhibits to such incorporated information that are not specifically incorporated by\nreference into such information). Requests for such copies should be directed to us at the following address Benjamin Kaplan, Chief Executive\nOfficer, 100 SE 2nd St., Suite 2000, Miami, FL 33131, (954) 233-3511, bkaplan@ehave.com.\n\n**I.\nSubsidiary Information**\n\nAibotics,\nInc., a subsidiary of the Company, was formed in the State of Florida on December 23, 2019. In December 2020, Aibotics, Inc entered into\ndefinitive agreements with Ehave, Inc. Aibotics Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”),\nand the former and current directors of 20/20 Global that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all\nof the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20\nGlobal; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding\nAgreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitute approximately\n75.77% of the then-issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash through a Stock Purchase\nAgreement (“MYC SPA”) with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust.\nAs of December 31, 2024 Ehave owned one share of Series A Preferred Stock which granted it a voting interest of 75% of all votes for\nmatters presented for stockholder vote to the stockholders of the Corporation. On January 19, 2021, the above transaction closed. Because\nthe former shareholder of Aibotics, Inc. acquired 75.77% of the Company’s then-outstanding stock and there was a change in control\nof the board of directors, the transaction was accounted for as a reverse merger in which Aibotics, Inc. was deemed to be the accounting\nacquirer and the Company the legal acquirer. Subsequent to the transaction, the Company changed its name from 20/20 Global, Inc. to Aibotics,\nInc.\n\nOn\nNovember 17, 2023, the Aibotics, Inc created a new Florida-based subsidiary, NPD Genius, LLC (“NPD”)."}