KIDZ AI files ATM prospectus to sell $12.46M of stock

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.

Accepted by SEC EDGAR 06/05/2026 - 04:45 PM EDT Learn about SEC filing dates

Rhea-AI Filing 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.

Insights

Capital Markets Analyst

ATM registration permits incremental equity sales up to $12.46M under a sales agreement.

The company entered an at-the-market sales agreement with Chardan Capital Markets allowing sales on Nasdaq or otherwise; Chardan will receive a 3.0% commission. The filing ties the available capacity to the company’s public float calculation of $37,374,172.83.

Cash-flow treatment to the issuer is explicit: proceeds from sales accrue to the company; timing and actual amounts sold depend on market conditions and mutual agreement with the agent.

Corporate Finance Counsel

Registration follows General Instruction I.B.6 of Form S-3 and is limited by public float rules.

The amendment confirms the one-third public float cap and states the company has sold $1,629,883.37 of common stock under that instruction in the prior 12 months. The capacity available under the Prospectus Supplement is therefore set at $12,455,000.

Any increase in public float would require a new amendment before additional sales; indemnification and underwriting treatment for Chardan are disclosed.

Key Figures

ATM capacity: $12,455,000 Agent commission: 3.0% Public float value: $37,374,172.83 +4 more

7 metrics

ATM capacity $12,455,000 aggregate offering price under Prospectus Supplement

Agent commission 3.0% fixed commission rate to Chardan Capital Markets

Public float value $37,374,172.83 aggregate market value of outstanding common stock held by non-affiliates

Non-affiliate shares 11,090,259 shares shares of outstanding common stock held by non-affiliates

Prior 12-month sales $1,629,883.37 shares sold pursuant to General Instruction I.B.6 of Form S-3 in prior 12 months

Last reported warrant price $0.0185 last reported sales price of warrant on June 3, 2026

Last reported common price (June 3) $0.3537 last reported sales price of common stock on June 3, 2026

Key Terms

At-the-market (ATM) offering, General Instruction I.B.6 of Form S-3, public float, underwriter (deemed)

4 terms

At-the-market (ATM) offering financial

"sales of our common stock...deemed to be an “at the market offering”"

An at-the-market (ATM) offering is a way for a publicly traded company to sell new shares directly into the open market over time at the current trading price, usually through a broker, rather than in one big sale. For investors it matters because it can provide flexible funding without a large one-time price shock, but it also increases the number of shares outstanding and can gradually reduce each shareholder’s ownership and potentially put downward pressure on the stock price—think of a shop quietly adding more of the same product onto the shelves at the going price.

General Instruction I.B.6 of Form S-3 regulatory

"sold...pursuant to General Instruction I.B.6 of Form S-3"

public float market

"aggregate market value of our common stock held by non-affiliates"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

underwriter (deemed) regulatory

"Chardan will be deemed to be an “underwriter” within the meaning"

Offering Details

ATM · $12,455,000

Offering

Offering Type ATM

Securities Offered Class B common stock

Offering Amount $12,455,000

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does KIDZ's amendment allow the company to do?

It permits KIDZ to sell up to $12,455,000 of Class B common stock through an ATM program. The sales occur under a sales agreement with Chardan and may be effected on Nasdaq or through other permitted sale methods.

How is the $12,455,000 cap determined for KIDZ (KIDZ)?

The cap reflects the one-third of public float limit under General Instruction I.B.6 of Form S-3 for issuers with public float under $75 million. KIDZ’s public float is stated as $37,374,172.83 based on disclosed figures.

What fees will KIDZ pay Chardan under the ATM sales agreement?

Chardan will receive a fixed commission of 3.0% of the gross sales price per share sold. The filing also states Chardan will be deemed an underwriter for purposes of the Securities Act.

Has KIDZ sold shares under the Form S-3 instruction recently?

Yes. The company reports it sold $1,629,883.37 of common stock under General Instruction I.B.6 of Form S-3 during the prior 12 months, which is factored into the new capacity calculation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed pursuant to Rule 424(b)(5)

Registration No. 333-295491

Amendment No. 1

(to Prospectus Supplement dated May 14, 2026

to Prospectus dated May 12, 2026)

Up to $12,455,000

KIDZ AI INC.

Class B Common Stock

This amendment no. 1, or this “Amendment,” amends our prospectus supplement dated May 14, 2026, or the “Prospectus Supplement.” This Amendment should be read in conjunction with the Prospectus Supplement and the accompanying prospectus dated May 12, 2026, or the “Prospectus,” and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus Supplement and the Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prospectus Supplement and Prospectus, and any future amendments or supplements thereto.

We have entered into an At-the-Market Sales Agreement, dated as of May 14, 2026, or the “sales agreement,” with Chardan Capital Markets LLC, or “Chardan,” relating to shares of our Class B common stock, $0.0001 par value per share, or “common stock,” offered by the Prospectus Supplement and the Prospectus.

Sales of our common stock, if any, under the Prospectus Supplement and Prospectus may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the “Securities Act”, including sales made directly on or through Nasdaq or any other existing trading market in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Chardan as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law, including in privately negotiated transactions. Subject to terms of the sales agreement, Chardan is not required to sell any specific number or dollar amounts of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Chardan and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Chardan will be entitled to compensation under the terms of the sales agreement at a fixed commission rate of 3.0% of the gross sales price per share sold. In connection with the sale of our common stock on our behalf, Chardan will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Chardan will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributions to Chardan against certain civil liabilities, including liabilities under the Securities Act.

Our common stock and warrants are listed for trading on the Capital Market of The Nasdaq Stock Market LLC, or “Nasdaq,” under the symbols “KIDZ” and KIDZW,” respectively. On June 3, 2026, the last reported sales price of our common stock was $0.3537 per share and $0.0185 per warrant.

The aggregate market value of our outstanding common stock held by non-affiliates is $37,374,172.83, based on 11,090,259 shares of our outstanding common stock held by non-affiliates and a last sale price of our common stock on April 7, 2026 of $3.37 per share. During the 12 calendar months prior to, and including, the date of this prospectus, we have sold $1,629,883.37 of shares of common stock pursuant to General Instruction I.B.6 of Form S-3.

We are filing this Amendment to update the amount of shares we are eligible to sell pursuant to the Prospectus Supplement and the Prospectus subject to General Instruction I.B.6 of Form S-3. In no event may we sell shares under General Instruction I.B.6 of Form S-3 with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates, or our “public float,” in any 12-month period, so long as our public float is less than $75 million. As a result of these limitations and our current public float, and in accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $12,455,000 pursuant to the Prospectus Supplement and the Prospectus. If our public float increases such that we may sell additional amounts under the Prospectus Supplement and the Prospectus, we will file another amendment to the Prospectus Supplement prior to making additional sales.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-10 of the Prospectus Supplement and in the Prospectus and in the documents incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Chardan Capital Markets LLC

The date of this prospectus supplement is June 5, 2026