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KIDZ AI (NASDAQ: KIDZ) wins approval for share boost, split and CEO stock plan

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

KIDZ AI Inc. reported results from its annual shareholder meeting. Stockholders approved increasing authorized Class B common stock to 2,500,000,000 shares and the potential issuance of Class B shares under an Exchange Agreement with Solana Growth Ventures LLC. They also approved a reverse stock split for Class A and Class B shares at a ratio from 1-for-2 to 1-for-50, to be implemented at the board’s discretion. Shareholders authorized the future sale of up to 500,000 shares of Class A common stock to CEO Hui Luo at 150% of the prevailing Class B market price. Five directors, including Hui Luo, were elected to serve until the next annual meeting. The company filed a Certificate of Amendment in Nevada to effect the increase in authorized Class B shares.

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Insights

KIDZ AI shareholders approved major capital and governance flexibilities.

Stockholders authorized a large increase in Class B common stock to 2,500,000,000 shares, plus a reverse split range of 1-for-2 to 1-for-50. These actions give the board wide latitude to adjust the share structure over time.

They also approved issuing Class B shares under an Exchange Agreement with Solana Growth Ventures LLC and a plan for up to 500,000 Class A shares to be sold to CEO Hui Luo at 150% of prevailing Class B prices. The economic impact depends on how and when these approvals are used.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized Class B shares 2,500,000,000 shares New authorized amount for Class B common stock
Reverse split range 1-for-2 to 1-for-50 Approved split ratio range for Class A and Class B
CEO Class A purchase cap 500,000 shares Maximum future Class A shares for sale to CEO Hui Luo
CEO purchase pricing 150% of prevailing Class B price Price per share for CEO Class A issuances
Authorized share proposal votes for 4,838,228 votes Votes in favor of increasing authorized Class B shares
Reverse split proposal votes for 4,884,282 votes Votes in favor of reverse stock split authorization
Nasdaq Proposal votes for 4,091,462 votes Votes in favor of Exchange Agreement share issuance
reverse stock split financial
"a proposal to approve a reverse stock split of all of the outstanding shares"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Exchange Agreement financial
"pursuant to that certain Exchange Agreement, dated December 29, 2025"
Broker Non-Votes financial
"Abstain | | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Class B common stock financial
"increase the total number of shares of Class B common stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Certificate of Amendment regulatory
"filed a Certificate of Amendment with the Nevada Secretary of State"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
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Understanding 8-K Material Events →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 10, 2026

 

KIDZ AI INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

001-42588

 

99-2827182

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

450 7th Avenue, Suite 905, New York, New York

 

10123

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 345-9588

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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:

 

Title of each class

 

Ticker

symbol(s)

 

Name of each exchange

 on which registered

Class B Common Stock, $0.0001 par value per share

 

KIDZ

 

The Nasdaq Stock Market LLC

 

 

 

 

 

Redeemable warrants

 

KIDZW

 

The Nasdaq Stock Market LLC

 

 

 

 

Item 3.03. Material Modification to Rights of Shareholders.

 

To the extent required, the information set forth below under Item 5.07 is hereby incorporated by reference into this Item 5.03.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

To the extent required, the information set forth below under Item 5.07 is hereby incorporated by reference into this Item 5.03.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

As previously disclosed, KIDZ AI Inc. (the “Company”) called its annual meeting of stockholders (the “Meeting”) to be held on June 4, 2026. On such date, the Company adjourned the Meeting to June 10, 2026. On such date, the Company held the Meeting. The Company’s stockholders voted on the following proposals at the Meeting:

 

(1) Proposal No. 1 — The Authorized Share Proposal — a proposal to approve an amendment to the Company’s articles of incorporation to increase the total number of shares of Class B common stock that the Company is authorized to issue to 2,500,000,000 shares. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

4,838,228

 

 

 

677,896

 

 

 

35,662

 

 

 

0

 

 

(2) Proposal No. 2 — The Nasdaq Proposal — a proposal to approve the issuance of certain shares of Class B common stock pursuant to that certain Exchange Agreement, dated December 29, 2025, by and between the Company and Solana Growth Ventures LLC. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

4,091,462

 

 

 

193,034

 

 

 

35,451

 

 

 

1,231,839

 

 

(3) Proposal No. 3 — The Reverse Stock Split Proposal — a proposal to approve a reverse stock split of all of the 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, to be determined by the Company’s Board of Directors in its sole discretion. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

4,884,282

 

 

 

632,999

 

 

 

34,505

 

 

 

0

 

 

(4) Proposal No. 4 — The Class A Issuance Proposal — a proposal to approve the future sale of up to an aggregate of 500,000 shares of Class A common stock to Hui Luo, the Company’s Chief Executive Officer, at a price per share equal to 150% of the prevailing market price of the Class B Common Stock at the time of each issuance, with such prevailing market price defined as the greater of (i) the official closing price of the Class B Common Stock on the day of sale and (ii) the average official closing price of the Class B Common Stock for the five trading days immediately preceding such date. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

4,168,088

 

 

 

117,732

 

 

 

34,127

 

 

 

1,231,839

 

 

(5) Proposal No. 5 — The Director Election Proposal — to elect five members to the Company’s board of directors, to hold office until the next annual meeting and until their respective successors are duly elected and qualified. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

 

Nominee

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

 

 

Hui Luo

 

4,215,649

 

66,547

 

37,751

 

1,231,839

 

 

 

 

 

 

 

 

 

Yan Zhang

 

4,214,848

 

66,127

 

38,972

 

1,231,839

 

 

 

 

 

 

 

 

 

Tracy Xia

 

4,209,332

 

71,643

 

38,972

 

1,231,839

 

 

 

 

 

 

 

 

 

Mona Liang

 

4,214,649

 

66,347

 

38,951

 

1,231,839

 

 

 

 

 

 

 

 

 

Amanda Chang

 

4,214,655

 

66,341

 

38,951

 

1,231,839

 

The Company filed a Certificate of Amendment with the Nevada Secretary of State to effectuate the increased authorized Class B common stock as a result of the approval of Proposal 1.  A copy of such Certificate of Amendment has been filed with this Current Report on Form 8-K as Exhibit 3.1.

 

 
2

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
3

 

 

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.

 

 

KIDZ AI INC.

 

 

 

 

 

Dated: June 10, 2026

By:

/s/ Hui Luo

 

 

 

Hui Luo

 

 

 

Chief Executive Officer

 

 

 
4

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did KIDZ (KIDZ AI Inc.) shareholders approve at the 2026 annual meeting?

Shareholders approved increasing authorized Class B shares to 2,500,000,000, a reverse stock split range of 1-for-2 to 1-for-50, an issuance under an Exchange Agreement, a CEO share purchase plan, and the election of five directors.

How many Class B shares is KIDZ AI Inc. now authorized to issue?

Stockholders approved an amendment to increase authorized Class B common stock to 2,500,000,000 shares. The company filed a Certificate of Amendment in Nevada to implement this higher authorization following the meeting vote.

What reverse stock split did KIDZ AI shareholders authorize?

Shareholders approved a reverse stock split for Class A and Class B shares at a ratio ranging from 1-for-2 to 1-for-50. The exact ratio and timing will be determined by the board of directors in its sole discretion.

What share issuance to Solana Growth Ventures LLC did KIDZ AI approve?

Shareholders approved issuing certain shares of Class B common stock under an Exchange Agreement dated December 29, 2025 with Solana Growth Ventures LLC. The proposal, labeled the Nasdaq Proposal, received more votes for than against and was approved.

What share purchase arrangement involving KIDZ AI’s CEO was approved?

Stockholders approved the future sale of up to 500,000 Class A common shares to CEO Hui Luo. Each issuance will be priced at 150% of the prevailing Class B market price, based on specified closing price calculations at the time of sale.

Who was elected to KIDZ AI Inc.’s board of directors at the meeting?

Five directors were elected: Hui Luo, Yan Zhang, Tracy Xia, Mona Liang, and Amanda Chang. Each will serve until the next annual meeting and until a successor is duly elected and qualified, receiving strong support in the shareholder vote.

Filing Exhibits & Attachments

6 documents

Other Documents