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  4. [8-K] KIDZ AI Inc. Reports Material Event

KIDZ AI investors approve 85M Class A share increase

KIDZ AI Inc. stockholders approved higher authorized Class A shares, a new equity plan, a Nasdaq-related share issuance and auditor ratification at a special meeting.

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

KIDZ AI Inc. obtained stockholder approval to amend its articles of incorporation to increase authorized Class A common stock to 85,000,000 shares. A certificate of amendment will be filed with the Nevada Secretary of State to reflect this change.

Stockholders also approved a Nasdaq Proposal permitting the issuance of certain shares of Class B common stock under a ChEF Purchase Agreement dated May 21, 2026. In addition, they approved the KIDZ AI Inc. 2026 Equity Incentive Plan and ratified Bush & Associates CPAs LLC as independent registered public accounting firm for the fiscal year ending December 31, 2026. All four proposals received more votes for than against, with no broker non-votes reported.

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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, or exhibit attachments filed with this report.
Authorized Class A common stock 85,000,000 shares Maximum number of Class A common shares the company is authorized to issue after amendment
Authorized Share Proposal votes for 555,143 Votes in favor of increasing authorized Class A common stock
Authorized Share Proposal votes against 54,558 Votes against increasing authorized Class A common stock
Nasdaq Proposal votes for 560,731 Votes in favor of issuing certain Class B shares under the ChEF Purchase Agreement
2026 Equity Incentive Plan votes for 558,694 Votes in favor of the KIDZ AI Inc. 2026 Equity Incentive Plan
Auditor ratification votes for 596,983 Votes in favor of ratifying Bush & Associates CPAs LLC for fiscal year 2026
Auditor ratification votes against 11,773 Votes against ratifying Bush & Associates CPAs LLC
Equity Incentive Plan financial
"a proposal to approve the KIDZ AI Inc. 2026 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
ChEF Purchase Agreement financial
"pursuant to that certain ChEF Purchase Agreement, dated May 21, 2026"
broker non-votes regulatory
"The following is a tabulation of the votes ... 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.
independent registered public accounting firm regulatory
"to ratify the appointment of Bush & Associates CPAs LLC as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Nasdaq Proposal regulatory
"Proposal No. 2 — The Nasdaq Proposal— a proposal to approve the issuance"

FAQ

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

What key changes did KIDZ (KIDZ AI Inc.) stockholders approve at the special meeting?
Stockholders approved increasing authorized Class A shares to 85,000,000, a Nasdaq Proposal for issuing certain Class B shares under a ChEF Purchase Agreement, the 2026 Equity Incentive Plan, and ratified Bush & Associates CPAs LLC as auditor for 2026.

How many authorized Class A shares will KIDZ (KIDZ AI Inc.) have after the amendment?
After the amendment, KIDZ AI Inc. is authorized to issue up to 85,000,000 shares of Class A common stock. The change will become effective upon filing a certificate of amendment with the Nevada Secretary of State.

What is the Nasdaq Proposal approved by KIDZ (KIDZ AI Inc.) stockholders?
The Nasdaq Proposal approves the issuance of certain shares of Class B common stock pursuant to a ChEF Purchase Agreement dated May 21, 2026 between KIDZ AI Inc. and Chardan Capital Markets LLC.

Did KIDZ (KIDZ AI Inc.) stockholders approve the 2026 Equity Incentive Plan?
Yes. Stockholders approved the KIDZ AI Inc. 2026 Equity Incentive Plan, with 558,694 votes for, 50,241 against, and 1,172 abstentions, and no broker non-votes reported.

Which auditor did KIDZ (KIDZ AI Inc.) stockholders ratify for fiscal 2026?
Stockholders ratified Bush & Associates CPAs LLC as KIDZ AI Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 596,983 votes for and 11,773 against.

How did KIDZ (KIDZ AI Inc.) stockholders vote on the Authorized Share Proposal?
The Authorized Share Proposal received 555,143 votes for, 54,558 against, and 406 abstentions, with no broker non-votes, approving the increase in authorized Class A common stock to 85,000,000 shares.

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

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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 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 a special meeting of stockholders (the “Meeting”) to be held on September 10, 2026. In accordance with the Company’s articles of incorporation, the Company’s Class A stockholders are entitled to 25 votes per share, the Company’s Class B stockholders are entitled to one vote per share and the Company’s Series A Preferred stockholders are entitled to one vote per share. 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 A common stock that the Company is authorized to issue to 85,000,000 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

 

 

555,143

 

 

 

54,558

 

 

 

406

 

 

 

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 ChEF Purchase Agreement, dated May 21, 2026, by and between the Company and Chardan Capital Markets 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

 

 

560,731

 

 

 

35,769

 

 

 

13,607

 

 

 

0

 

 

(3) Proposal No. 3 — The New Incentive Plan Proposal— a proposal to approve the KIDZ AI Inc. 2026 Equity Incentive Plan. 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

 

 

558,694

 

 

 

50,241

 

 

 

1,172

 

 

 

0

 

 

(4) Proposal No. 4 — The Auditor Ratification Proposal— a proposal to ratify the appointment of Bush & Associates CPAs LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 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

 

 

596,983

 

 

 

11,773

 

 

 

1,351

 

 

 

0

 

 

Following the Meeting, a certificate of amendment to the Company’s articles of incorporation will be filed with the Secretary of State of the State of Nevada to reflect the change in authorized shares of Class A common stock. A copy of the certificate of amendment is included as Exhibit 3.1 to this Current Report on Form 8-K.

 

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).

 

 
2

 

 

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 10, 2026

By:

/s/ Hui Luo

 

 

 

Hui Luo

 

 

 

Chief Executive Officer

 

 

 
3

 

Source: View Original Filing on SEC EDGAR

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