KIDZ AI raises $1.9M via 7% convertible note

Q: What financing did KIDZ AI Inc. (KIDZ) announce on September 17, 2026?

KIDZ AI Inc. issued a senior secured convertible note with an original principal amount of $1,900,000 to Solana Growth Ventures LLC under an existing Securities Purchase Agreement, providing $1,900,000 of funding before fees and expenses.

Q: What are the key terms of KIDZ AI Inc.’s new $1.9 million note?

The new note has a principal amount of $1,900,000, a 7% annual interest rate, and a maturity date of September 17, 2028. It is senior secured and convertible into Class B common stock, subject to stated terms.

Q: At what price can the new KIDZ AI Inc. note convert into KIDZ shares?

The note is initially convertible at a price of $3.672 per share into KIDZ AI Inc.’s Class B common stock, with the conversion price subject to adjustment under the terms of the note.

Q: How is interest paid on KIDZ AI Inc.’s new senior secured convertible note?

Interest on the note accrues at 7% per annum and is payable quarterly. Under the note terms, interest may be paid in cash, added to principal, or paid in shares of Class B common stock.

Q: What is the priority and collateral position of KIDZ AI Inc.’s new note?

The note ranks senior to the company’s outstanding and future indebtedness, subject to specified exceptions, and is secured by a first priority perfected security interest in the collateral securing the notes, subject to permitted liens and other exceptions.

KIDZ AI Inc. raised $1.9 million through a new senior secured convertible note due 2028 that is convertible into Class B common stock.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

KIDZ AI Inc. (KIDZ) entered into an additional financing under an existing Securities Purchase Agreement with Solana Growth Ventures LLC. On September 17, 2026, the company issued a new senior secured convertible note with an original principal amount of $1,900,000, providing funding of $1,900,000 before placement agent fees and offering expenses.

The new note bears interest at 7% per annum, matures on September 17, 2028, and is convertible at the holder’s option into Class B common stock at an initial conversion price of $3.672 per share, subject to adjustment. Interest is payable quarterly and may be paid in cash, added to principal, or settled in shares, subject to note terms.

The note ranks senior to existing and future indebtedness, subject to specified exceptions, and is secured by a first priority perfected security interest in the collateral for the notes, subject to permitted liens and other exceptions. The note and any conversion shares were issued in a private placement relying on Section 4(a)(2) of the Securities Act of 1933 and other available exemptions.

Positive

$1.9 million of additional funding strengthens liquidity through a senior secured convertible note financing.
Flexible structure allows interest on the 7% note to be paid in cash, added to principal, or settled in shares, which can help manage cash outflows.

Negative

The senior secured convertible note adds $1.9 million of debt at 7% interest, increasing leverage and fixed obligations.
Conversion at $3.672 per share could result in equity dilution for existing shareholders if the note is converted into Class B common stock.
The note is secured by a first priority perfected security interest in company collateral, structurally prioritizing this lender over other creditors.

Filing Explained

The completed financing adds a $1.9 million direct obligation; ownership dilution remains conditional on conversion or share-settled interest.

KIDZ AI now has a $1,900,000 direct financial obligation under the completed additional note, with repayment due on September 17, 2028.

Conversion is a holder option, not a current share issuance; if exercised, the resulting additional Class B shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

For liquidity context, cash and equivalents were $5,878,823 at June 30, 2026, equal to 629.9 days of the last reported quarterly operating cash use at that historical rate.

Sources and calculations

KIDZ AI Inc. Form 8-K (2026-09-17)
Dilution definition (2026-09-17)
KIDZ AI Inc. second-quarter 2026 fundamentals (2026Q2)

Available liquidity against the last reported quarterly operating outflow, in days at that rate $5,878,823 / ($849,268 / 91) = 629.9 days

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional Note principal amount: $1,900,000 Funding amount: $1,900,000 Interest rate: 7% per annum +3 more

6 metrics

Additional Note principal amount $1,900,000 Original principal amount of the senior secured convertible note issued at the Additional Closing

Funding amount $1,900,000 Aggregate funding before placement agent fees and other offering expenses payable by the company

Interest rate 7% per annum Annual interest rate on the Additional Note

Maturity date September 17, 2028 Maturity date of the senior secured convertible Additional Note

Initial conversion price $3.672 per share Initial price for converting the note into Class B common stock, subject to adjustment

Interest payment frequency Quarterly Interest on the Additional Note is payable on a quarterly basis

Key Terms

senior secured convertible note, first priority perfected security interest, permitted liens, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

senior secured convertible note financial

"the Company issued and sold to the Buyer a senior secured convertible note"

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

first priority perfected security interest financial

"secured by a first priority perfected security interest in the collateral"

permitted liens financial

"subject to permitted liens and other exceptions set forth in the transaction documents"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What financing did KIDZ AI Inc. (KIDZ) announce on September 17, 2026?

KIDZ AI Inc. issued a senior secured convertible note with an original principal amount of $1,900,000 to Solana Growth Ventures LLC under an existing Securities Purchase Agreement, providing $1,900,000 of funding before fees and expenses.

What are the key terms of KIDZ AI Inc.’s new $1.9 million note?

The new note has a principal amount of $1,900,000, a 7% annual interest rate, and a maturity date of September 17, 2028. It is senior secured and convertible into Class B common stock, subject to stated terms.

At what price can the new KIDZ AI Inc. note convert into KIDZ shares?

The note is initially convertible at a price of $3.672 per share into KIDZ AI Inc.’s Class B common stock, with the conversion price subject to adjustment under the terms of the note.

How is interest paid on KIDZ AI Inc.’s new senior secured convertible note?

Interest on the note accrues at 7% per annum and is payable quarterly. Under the note terms, interest may be paid in cash, added to principal, or paid in shares of Class B common stock.

How was the KIDZ AI Inc. note and its conversion shares issued under securities laws?

The company states that the note and the shares of Class B common stock issuable upon conversion were offered and sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and/or other available registration exemptions.

What is the priority and collateral position of KIDZ AI Inc.’s new note?

The note ranks senior to the company’s outstanding and future indebtedness, subject to specified exceptions, and is secured by a first priority perfected security interest in the collateral securing the notes, subject to permitted liens and other exceptions.

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

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Available on EDGAR 09/17/2026 - 04:31 PM Accepted by SEC EDGAR 09/17/2026 - 04:30 PM

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): September 17, 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, NY		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 1.01. Entry into a Material Definitive Agreement.

Additional Closing

As previously reported, KIDZ AI Inc. (the “Company”) entered into a Securities Purchase Agreement, dated May 30, 2025 (as amended to date, the “Purchase Agreement”), with Solana Growth Ventures LLC (the “Buyer”), pursuant to which, subject to the terms and conditions set forth therein, the Company may issue and sell to the Buyer senior secured convertible notes (the “Notes”) from time to time.

On September 17, 2026, the Company completed an additional closing under the Purchase Agreement (the “Additional Closing”), pursuant to which the Company issued and sold to the Buyer a senior secured convertible note in the original principal amount of $1,900,000 (the “Additional Note”) for an aggregate funding amount of $1,900,000, less placement agent fees and other offering expenses that were payable by the Company in connection with closing.

The Additional Note bears interest at a rate of 7% per annum and matures on September 17, 2028. The Additional Note is convertible, at the option of the holder, into shares of the Company’s Class B common stock, par value $0.0001 per share (“Common Stock”), at an initial conversion price of $3.672 per share, subject to adjustment in accordance with the terms of the Additional Note. Interest is payable quarterly and, subject to the terms of the Additional Note, may be paid in cash, added to principal or paid in shares of Common Stock. The Additional Note ranks senior to the Company’s outstanding and future indebtedness, subject to the exceptions set forth therein, and is secured by a first priority perfected security interest in the collateral securing the Notes, subject to permitted liens and other exceptions set forth in the transaction documents.

The offer and sale of the Additional Note, and the shares of Common Stock issuable upon conversion thereof, were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to the transactions contemplated by the Purchase Agreement.

The foregoing descriptions of the Purchase Agreement and Additional Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2025, and the Additional Note, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the creation of a direct financial obligation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information regarding the unregistered sale of securities set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Form of Senior Secured Convertible Additional Note
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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: September 17, 2026	By:	/s/ Hui Luo
		Hui Luo
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 FORM OF SENIOR SECURED CONVERTIBLE ADDITIONAL NOTE 266.1 KB