KIDZ AI sets 1-for-15 reverse stock split

KIDZ AI Inc. is implementing a 1-for-15 reverse stock split of its outstanding Class A and Class B common stock.

Rhea-AI Filing Summary

KIDZ AI Inc. is implementing a 1-for-15 reverse stock split of its outstanding Class A and Class B common stock. The action becomes effective at 12:01 a.m. Eastern Time on August 13, 2026, after which the Class B common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market under the symbol KIDZ. The split is intended to increase the per-share trading price and support compliance with Nasdaq’s minimum bid price and other continued listing requirements, though the company states there is no assurance it will achieve any particular trading price or listing outcome. Authorized share counts and par value of $0.0001 per share remain unchanged, and proportional adjustments will be made to warrants, convertible securities and equity incentive plans. Fractional shares will not be issued; any fractional positions will be rounded up to the nearest whole share.

Filing Explained

The 1-for-15 action changes the share count and per-share price proportionally; under the supplied definition, the split itself leaves company value unchanged.

Key Figures

Reverse split ratio: 1-for-15 Effective time: 12:01 a.m. Eastern Time on August 13, 2026 Authorized share par value: $0.0001 per share +2 more

5 metrics

Reverse split ratio 1-for-15 Each 15 shares of Class A and Class B common stock combined into one share

Effective time 12:01 a.m. Eastern Time on August 13, 2026 Time at which the reverse stock split becomes effective

Authorized share par value $0.0001 per share Par value of Class A and Class B common stock remains unchanged after split

Stockholder-approved ratio range 1-for-2 to 1-for-50 Reverse split range approved by stockholders on June 10, 2026

New CUSIP 182744409 New CUSIP number for Class B common stock following the reverse split

Key Terms

Reverse Stock Split, Nasdaq Capital Market, minimum bid price requirement, Depository Trust Company, +1 more

5 terms

Reverse Stock Split financial

"announced that it will conduct a 1-for-15 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Capital Market financial

"Class B common stock will continue to trade on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

minimum bid price requirement financial

"support the Company’s efforts to comply with Nasdaq’s continued listing requirements, including Nasdaq’s minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Depository Trust Company financial

"rounding for beneficial holders at The Depository Trust Company applied at the DTC participant level"

A central securities depository that holds stocks, bonds and other securities in electronic form and handles the transfer and finalizing of trades between brokerages. For investors it acts like a secure electronic vault and central bookkeeping hub that speeds transactions, reduces the chance of lost or duplicated certificates, and determines whether holdings are eligible for trading, dividends and other corporate actions through your broker.

equity incentive plans financial

"exercise or conversion prices under the Company’s outstanding warrants, convertible securities and equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

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

What reverse stock split did KIDZ AI (KIDZ) announce?

KIDZ AI approved a 1-for-15 reverse stock split of its Class A and Class B common stock. Every 15 shares will be combined into one share of the same class at the effective time, with no fractional shares issued.

When will the KIDZ AI (KIDZ) reverse stock split take effect?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on August 13, 2026. KIDZ AI’s Class B common stock is expected to begin trading on a split-adjusted basis at the market open that same day.

Why is KIDZ AI (KIDZ) doing a reverse stock split?

KIDZ AI states the reverse split is intended to increase the per-share trading price of its Class B common stock and support efforts to comply with Nasdaq’s continued listing requirements, including the minimum bid price rule.

Will KIDZ AI (KIDZ) shareholders receive fractional shares after the split?

No fractional shares will be issued. Any fractional share resulting from the 1-for-15 reverse stock split will be rounded up to the nearest whole share, with rounding applied at the DTC participant level for beneficial holders.

Does the KIDZ AI (KIDZ) reverse split change authorized shares or par value?

The company states that the number of authorized shares of Class A and Class B common stock and the $0.0001 par value per share for each class will remain unchanged after the 1-for-15 reverse stock split.

How will KIDZ AI (KIDZ) handle options, warrants and convertible securities after the split?

KIDZ AI will make proportional adjustments to the number of shares issuable and the exercise or conversion prices under its outstanding warrants, convertible securities and equity incentive plans to reflect the 1-for-15 reverse stock split.

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

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Available on EDGAR 08/11/2026 - 08:31 AM Accepted by SEC EDGAR 08/11/2026 - 08:30 AM Learn about SEC filing dates

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.

ir@kidzai.com

800-345-9588

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 PRESS RELEASE 7.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.5 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB