KIDZ 8-K
KIDZ AI Inc. (KIDZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
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Item 3.03. Material Modification to Rights of Security Holders.
As previously disclosed, at the annual meeting of stockholders of KIDZ AI Inc. (the “Company”) held on June 10, 2026, the Company’s stockholders approved a reverse stock split of all outstanding shares of the Company’s Class A common stock and Class B common stock, par value $0.0001 per share, at a ratio ranging from 1-for-2 to 1-for-50, with the exact ratio to be determined by the Company’s Board of Directors in its sole discretion. On July 21, 2026, the Board of Directors approved a 1-for-15 reverse stock split of the Company’s outstanding Class A common stock and Class B common stock (the “Reverse Split”).
The Reverse Split will become effective at 12:01 a.m. Eastern Time on August 13, 2026 (the “Effective Time”) in accordance with Nevada Revised Statutes 78.2055. The Reverse Split will not change the number of shares of Class A common stock or Class B common stock the Company is authorized to issue or the par value of either class. A copy of the press release announcing the foregoing is attached to this Current Report on Form 8-K as exhibit 99.1.
Reasons for the Reverse Split
The Company is effecting the Reverse Split to increase the per-share trading price of its Class B common stock and support the Company’s efforts to comply with the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”), including Nasdaq’s minimum bid price requirement. Although the Company expects that the Reverse Split will increase the market price per share of its Class B common stock, there can be no assurance that the Reverse Split will result in any particular trading price or enable the Company to maintain compliance with Nasdaq’s continued listing requirements.
Effect of the Reverse Split
Effective Time; Symbol; CUSIP Number
The Reverse Split will become effective at the Effective Time, and the Company’s Class B common stock will begin trading on a split-adjusted basis at the opening of trading on Nasdaq on August 13, 2026. The trading symbol for the Class B common stock, “KIDZ,” will remain unchanged. In connection with the Reverse Split, the CUSIP number for the Class B common stock will change from 182744300 to 182744409.
Split Adjustment; Treatment of Fractional Shares
At the Effective Time, every fifteen (15) shares of Class A common stock and every fifteen (15) shares of Class B common stock issued and outstanding immediately prior to the Effective Time will be combined automatically into one (1) share of the same class of common stock. No fractional shares will be issued in connection with the Reverse Split. Any fractional share resulting from the Reverse Split will be rounded up to the nearest whole share, with rounding for beneficial holders at The Depository Trust Company applied at the DTC participant level.
At the Effective Time, proportional adjustments will also be made, in accordance with the applicable terms, to the number of shares issuable and the exercise or conversion prices under the Company’s outstanding warrants, convertible securities and equity incentive plans.
The Reverse Split will not change the number of authorized shares of the Company’s Class A common stock or Class B common stock or the $0.0001 par value per share of either class.
Certificated and Non-Certificated Shares
Stockholders holding their shares electronically in book-entry form or through a brokerage account do not need to take any action. The effect of the Reverse Split will be reflected automatically in their accounts. Stockholders holding paper certificates may, but are not required to, send their certificates to the Company’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”), which can be contacted at:
Continental Stock Transfer & Trust Company Reorganization Department 1 State Street, 30th Floor New York, New York 10004-1561 (917) 262-2378 |
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Item 9.01. Financial Statements and Exhibits.
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Forward-Looking Statements
This Current Report, including Exhibit 99.1, contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements include statements regarding the timing and effectiveness of the Reverse Split, the anticipated impact of the Reverse Split on the trading price of the Company’s Class B common stock and the Company’s ability to comply with Nasdaq’s continued listing requirements. Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: August 11, 2026 | By: | /s/ Hui Luo |
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| Hui Luo Chief Executive Officer |
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EXHIBIT 99.1
KIDZ AI Announces 1-for-15 Reverse Stock Split
NEW YORK, August 11, 2026 – KIDZ AI Inc. (NASDAQ: KIDZ) (“KIDZ AI” or the “Company”), an AI-driven education technology and emerging AI infrastructure company, today announced that it will conduct a 1-for-15 reverse stock split of its outstanding Class A common stock and Class B common stock (the “Reverse Stock Split”).
The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on August 13, 2026.
The Company’s Class B common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “KIDZ” and is expected to begin trading on a split-adjusted basis at the opening of trading on August 13, 2026. The new CUSIP number for the Class B common stock following the Reverse Stock Split will be 182744409.
The Reverse Stock Split is intended to increase the per-share trading price of the Company’s Class B common stock and support the Company’s efforts to comply with Nasdaq’s continued listing requirements, including Nasdaq’s minimum bid price requirement. There can be no assurance that the Reverse Stock Split will result in any particular trading price or enable the Company to maintain compliance with Nasdaq’s continued listing requirements.
At the Company’s annual meeting of stockholders held on June 10, 2026, the Company’s stockholders approved a reverse stock split at a ratio ranging from 1-for-2 to 1-for-50, with the exact ratio to be determined by the Company’s Board of Directors. On July 21, 2026, the Board of Directors approved the 1-for-15 ratio.
At the effective time, every fifteen (15) shares of Class A common stock and every fifteen (15) shares of Class B common stock issued and outstanding immediately prior to the effective time will be combined automatically into one (1) share of the same class. The number of authorized shares of Class A common stock and Class B common stock and the $0.0001 par value per share of each class will remain unchanged.
Proportional adjustments will be made, in accordance with the applicable terms, to the number of shares issuable and the exercise or conversion prices under the Company’s outstanding warrants, convertible securities and equity incentive plans.
No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share, with rounding for beneficial holders at The Depository Trust Company applied at the DTC participant level.
Stockholders holding their shares electronically in book-entry form or through a brokerage account do not need to take any action. Stockholders holding paper certificates may, but are not required to, contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, regarding the procedures for exchanging their certificates.
About KIDZ AI
KIDZ AI Inc. (NASDAQ: KIDZ; KIDZW) is an AI-driven education technology company developing proprietary learning systems that combine artificial intelligence, AI agents and robotics. The Company is also pursuing opportunities in AI compute infrastructure, GPU cloud platforms and related data-center ecosystems.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements include statements regarding the timing and effectiveness of the Reverse Stock Split, the anticipated commencement of split-adjusted trading, the expected effect of the Reverse Stock Split on the market price of the Company’s Class B common stock, and the Company’s ability to comply with Nasdaq’s continued listing requirements. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.
Contacts
KIDZ AI Inc.
800-345-9588