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KIDZ AI Inc. 424B Filings

KIDZ NASDAQ

Every 424B that KIDZ AI Inc. (KIDZ) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow KIDZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KIDZ filings page.

Rhea-AI Summary

KIDZ AI Inc. is registering up to 151,112,186 shares of Class B common stock for resale by Chardan Capital Markets LLC under a committed equity facility. Under a ChEF Purchase Agreement dated May 21, 2026, KIDZ AI may direct Chardan to buy up to $100.0 million of newly issued shares, generally at a 4.0% discount to VWAP, subject to caps and conditions. KIDZ AI will not receive proceeds from Chardan’s resale of shares to the public, but will receive cash when it sells shares to Chardan and expects to use any such proceeds for working capital and general corporate purposes. As of July 21, 2026, 5,226,094 shares of common stock were outstanding, and Nasdaq listed the stock at $0.56 per share. Issuances to Chardan are limited by a 19.99% Nasdaq exchange cap and a Beneficial Ownership Cap of 4.99% of outstanding shares, which Chardan may increase to 9.99% with notice.

Rhea-AI Summary

KIDZ AI Inc. amends its Prospectus Supplement to add an at-the-market (ATM) sales agreement with Chardan Capital Markets for up to $12,455,000 of Class B common stock. Sales may occur on Nasdaq or through other permitted methods; Chardan will act as sales agent for a 3.0% commission and will be deemed an underwriter. The filing cites a public float calculation using 11,090,259 shares held by non-affiliates and an aggregate market value of $37,374,172.83.

Rhea-AI Summary

Classover Holdings, Inc. is offering up to $9,115,000 of Class B common stock in an at-the-market sales arrangement with Chardan Capital Markets LLC dated May 14, 2026. The offering permits sales from time to time on Nasdaq or in other permitted transactions at prevailing market prices.

The sales agent commission is 3.0%. The prospectus supplement states a last reported sale price of $0.5346 per share on May 11, 2026, and reports 7,813,359 shares outstanding as of May 11, 2026 for common stock.

Rhea-AI Summary

Classover Holdings, Inc. is registering the resale of up to 10,696 shares of Class B common stock by the selling securityholders.

The prospectus states that Classover will receive no proceeds from these resales and that sales may occur "from time to time" through methods described in the Plan of Distribution. The company’s Common Stock and Public Warrants trade on Nasdaq under the symbols KIDZ and KIDZW; the last reported sale prices were $1.57 per share and $0.013, respectively, as of April 20, 2026. The prospectus also discloses operating losses and a reported going-concern disclosure, including net losses of $7,044,865 in 2025 and $843,048 in 2024.

Rhea-AI Summary

Classover Holdings, Inc. is registering an aggregate of 652,554 shares of Class B common stock for resale by selling securityholders, consisting of (i) 583,368 shares issuable upon conversion of senior secured convertible notes, (ii) 18,400 shares held by officers and consultants, and (iii) 30,786 shares held by the APA Seller (including 14,786 shares issuable upon exercise of pre-funded warrants). This registration is being made pursuant to a registration rights agreement dated June 6, 2025. The Company states it will not receive proceeds from resale hereunder; any Notes converted would be retired and the related debt extinguished. The prospectus notes Nasdaq symbols KIDZ and KIDZW and reports last sale prices of $1.57 per share and $0.013 per Public Warrant (as of April 20, 2026).

Rhea-AI Summary

Classover Holdings, Inc. is registering 345,000 shares of Class B common stock issuable upon exercise of Public Warrants and the resale of up to 2,686,488 shares of Class B common stock by selling securityholders.

The prospectus states the Company would receive proceeds only if Public Warrants are exercised for cash — up to $198.4 million assuming full cash exercise — and that the Company will not receive proceeds from the resale by the selling securityholders. The filing discloses that as of April 20, 2026 the last reported sale price of the Common Stock was $1.57 per share and Public Warrants traded at $0.013. The prospectus warns the large volume of registered shares could materially depress the trading price and notes substantial redemption activity at the Business Combination.

Rhea-AI Summary

Classover Holdings, Inc. is registering 29,168,390 shares of Class B common stock issuable upon conversion of senior secured convertible notes, plus 920,000 shares held by officers/consultants and 1,539,278 shares held by the APA Seller, for resale by the named selling securityholders.

The prospectus supplement states the company will receive no proceeds from these resales; any Notes converted would be retired and the related debt extinguished. The filing also discloses a board-approved 1-for-50 reverse stock split effective March 9, 2026, reducing authorized and outstanding share counts and causing proportional adjustments to warrants, convertible securities, and equity plan reserves.

Rhea-AI Summary

Classover Holdings, Inc. is filing a prospectus supplement to register 17,249,987 shares of Class B common stock issuable upon exercise of Public Warrants.

The supplement also registers resale by selling securityholders of various conversion and reserved amounts, including 6,535,014 shares issuable upon conversion of Class A common stock and 23,452,158 shares issuable upon conversion of Series B preferred stock. The filing discloses a 1-for-50 reverse stock split effective March 9, 2026 (split-adjusted trading begins March 10, 2026) and a reduction in authorized common shares. The company states it will not receive proceeds from resale transactions, but could receive up to $198.4 million if all Public Warrants are exercised for cash.

Rhea-AI Summary

Classover Holdings, Inc. registers 534,740 shares of Class B common stock for resale by selling securityholders; the Company will receive no proceeds from these sales.

The supplement incorporates a Current Report disclosing a 1-for-50 reverse stock split of Class A and Class B common stock effective March 9, 2026 at 12:01 a.m. Eastern Time, with split-adjusted trading beginning March 10, 2026. The certificate of amendment also reduces authorized shares to 1,000,000 Class A and 40,000,000 Class B. Shares outstanding as of March 4, 2026 are presented: Class A reduced to 130,700 and Class B reduced to 1,097,731 after the split.

Rhea-AI Summary

Classover Holdings, Inc. (Nasdaq: KIDZ) filed a Rule 424(b)(3) prospectus covering the resale, from time to time, by selling securityholders of up to 534,740 shares of Class B common stock.

The company will not receive any proceeds from these sales; selling holders may dispose of shares using methods described in “Plan of Distribution.” Classover’s common stock and public warrants trade on Nasdaq under KIDZ and KIDZW. On November 11, 2025, the last reported prices were $0.572 per share and $0.0595 per warrant.

Classover is an emerging growth and smaller reporting company. The prospectus highlights risks typical for early‑stage issuers and notes exposure to its digital‑asset treasury strategy centered on Solana, along with going‑concern and internal control considerations.

Rhea-AI Summary

Classover Holdings, Inc. (KIDZ) filed a 424(b)(3) prospectus registering the resale of up to 31,627,668 shares of Class B common stock by selling securityholders. The registration covers 29,168,390 shares issuable upon conversion of senior secured convertible notes, 920,000 shares issued under the 2024 Long-Term Incentive Equity Plan, and 1,539,278 shares held by the APA Seller, including 739,278 shares issuable upon exercise of pre-funded warrants.

The company states it will not receive proceeds from any sales under this prospectus; if Notes are converted, the underlying debt would be extinguished. Sales may occur from time to time by the holders using methods described in the Plan of Distribution. Classover’s common stock and public warrants trade on Nasdaq as “KIDZ” and “KIDZW.”

Beyond the registration, Classover outlines a Solana-centric digital asset treasury strategy, disclosing that as of September 30, 2025, it had acquired 57,110 SOL for approximately $8.55 million and staked its holdings across multiple providers with disclosed commission terms. The filing also summarizes risk factors, including competition, operational execution, internal control remediation, and going concern uncertainties.