KIDZ AI Inc. (KIDZW) SEC Filings

KIDZ AI Inc. (KIDZ) has called a virtual special stockholder meeting for September 10, 2026 to vote on four key proposals. The first would amend the charter to increase authorized Class A common stock from 100,000 to 85,000,000 shares, greatly expanding capacity to issue new high-vote shares carrying 25 votes each.

The second seeks Nasdaq-required approval to issue Class B common stock to Chardan Capital Markets LLC under a $100 million purchase agreement, allowing issuances above the 19.99% Nasdaq “Exchange Cap” at a 4.0% discount to the volume-weighted average price. The third would adopt a new 2026 Equity Incentive Plan reserving 30,000,000 shares of Class A and/or Class B stock, plus an annual increase equal to 5% of outstanding common shares, with Class A awards limited to executive and other management employees.

The fourth proposal asks stockholders to ratify Bush & Associates CPAs LLC as auditor for 2026. As of the August 18, 2026 record date, KIDZ AI had 872 Class A shares, 859,805 Class B shares and 522,801 Series A preferred shares outstanding, and insiders termed the Majority Holders controlled about 39% of common stock and 40% of voting power and intend to vote for all proposals.

KIDZ AI Inc. reported second quarter 2026 results highlighting a major strategic shift toward AI compute infrastructure, GPU cloud services, and embodied AI robotics alongside its education technology operations. Service revenue was approximately $0.48 million, down 34% from $0.73 million a year earlier as the company deliberately redirected resources away from tutoring customer acquisition while AI compute revenue had not yet begun.

The company’s profitability metrics improved, with net loss narrowing 35% year-over-year to approximately $2.50 million from $3.87 million, while maintaining a 44% gross margin, consistent with the prior-year quarter. The balance sheet strengthened significantly: cash and restricted cash rose to approximately $8.88 million at June 30, 2026 from $2.75 million at December 31, 2025; convertible notes payable declined from approximately $8.20 million to $0.67 million; total stockholders’ equity increased from approximately $3.78 million to $9.95 million; and total liabilities decreased from approximately $11.77 million to $4.05 million, improving the liabilities-to-equity ratio from 3.12x to 0.41x.

Strategically, the company rebranded from Classover Holdings, Inc. to KIDZ AI Inc., unveiled the KIDZBot AI robotics platform with multiple planned form factors and an AI-powered software ecosystem, and advanced initial GPU cluster deployment toward future AI compute revenue. KIDZ AI also received external recognition as winner of the 2026 EdTechX Award for the Americas.

KIDZ AI Inc. reported lower revenue and continued losses for the quarter and six months ended June 30, 2026. Service revenues were $481,831 for the quarter and $1,001,029 year‑to‑date, down from $725,648 and $1,541,664 a year earlier, reflecting declines in both time‑based and credit‑based subscriptions. The company posted a quarterly net loss of $2,496,074 and a six‑month net loss of $6,683,608, driven by operating losses and large fair‑value swings on crypto assets and convertible notes.

Total assets were $14.0 million, with cash, cash equivalents and restricted cash of $8.9 million and stockholders’ equity of $9.95 million. Noncurrent liabilities fell sharply as senior secured convertible notes measured at fair value declined from $8.20 million to $667,413 through conversions to equity. The company recorded a $3.39 million loss on crypto assets year‑to‑date, effectively eliminating prior restricted crypto holdings. Operating activities used $1.45 million of cash, while financing activities provided $3.63 million, including $3.03 million net proceeds from an at‑the‑market equity program and issuance of an additional $600,000 senior secured convertible note. Management acknowledges that ongoing losses raise substantial doubt about continuing as a going concern but cites available cash, a $500 million convertible note facility, a $200 million shelf registration, a $12.46 million ATM capacity, and a $100 million ChEF equity purchase agreement as liquidity sources.

HRT FINANCIAL LP, a ten percent owner of KIDZ AI Inc., reported selling 92,271 shares of common stock on 2026-08-10 in a sale described as an open market or private transaction at $0.399 per share. Following this transaction, HRT FINANCIAL LP held 183,692 shares directly.

HRT FINANCIAL LP, a ten percent owner of KIDZ AI Inc. (KIDZ), filed an initial statement of beneficial ownership as of the reported date. The filing reports 275,963 shares of Common Stock held with direct ownership, without indicating any recent purchase or sale activity.

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.

Hui Luo, Chief Executive Officer of KIDZ AI Inc., reports beneficial ownership of 8,283,314 shares of Class B Common Stock, representing 39.1% of that class. Luo has sole voting and dispositive power over all reported shares, with no shared control.

This stake consists of 2,000 shares of Class B Common Stock, 13,071 shares of Class A Common Stock convertible into an equal number of Class B shares, and 522,801 shares of Series A Preferred Stock convertible within 60 days into 8,268,243 Class B shares. The reported change results from applying a current conversion price of $0.6323 to the Series A Preferred Stock, rather than from new transactions.

BlackRock, Inc. filed an amended Schedule 13G reporting beneficial ownership of KIDZ AI Inc. Class B Stock. BlackRock reports beneficial ownership of 8,745 shares of Class B Stock, representing 0.8% of the class.

BlackRock reports sole dispositive power over 8,745 shares, with no sole or shared voting power and no shared dispositive power. The filing notes that various persons have rights to receive dividends or sale proceeds from these shares, but no individual person has an interest representing more than five percent of KIDZ AI Inc.’s total outstanding common shares.

KIDZ AI Inc., an education technology company focused on EdTech, AI infrastructure and GPU compute, authorized a 50% expansion of its existing share repurchase program, raising the maximum amount available for buybacks from $2.0 million to up to $3.0 million.

The board states the program is intended to enhance shareholder value and signal confidence in long-term growth. Repurchases may occur via open-market purchases, block trades or other methods in compliance with Rule 10b-18, but remain entirely at management’s discretion.

The company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended or terminated at any time. The disclosure also outlines extensive forward-looking risks, including execution of its business model, GPU availability for its Canopy Wave agreement, Nasdaq listing continuity and volatility and regulation of crypto assets.