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KIDZ AI (NASDAQ: KIDZ) sets 1-for-10 reverse stock split to aid listing

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

Rhea-AI Filing Summary

KIDZ AI Inc. plans a 1-for-10 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on June 8, 2026. The Class B shares will continue trading on Nasdaq under the symbol KIDZ on a split-adjusted basis that day.

The reverse split is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement. Authorized Class A shares will change from 1,000,000 to 100,000, and authorized Class B shares from 40,000,000 to 4,000,000. Outstanding Class A shares as of June 4, 2026 will move from 130,701 to 13,071, and Class B from 11,134,459 to 1,113,446.

Equity incentive plan share pools, option and warrant share counts, and conversion rates on convertible securities will all be reduced or adjusted proportionally, while exercise and conversion prices will be increased accordingly. Fractional shares will not be issued; any fractional amounts will be rounded up to the nearest whole share.

Positive

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Negative

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Insights

KIDZ AI is consolidating shares 1-for-10 to support Nasdaq listing compliance without changing overall economic ownership.

KIDZ AI is executing a 1-for-10 reverse stock split across both Class A and Class B common stock, effective on June 8, 2026. This multiplies the share price mechanically by ten while cutting authorized and outstanding share counts to one-tenth, leaving the company’s underlying value unchanged.

The company states the action is intended to meet Nasdaq’s $1.00 minimum bid price requirement, a common motivation for reverse splits. Because authorized shares also drop—from 1,000,000 to 100,000 for Class A and from 40,000,000 to 4,000,000 for Class B—potential future dilution capacity from new issuances is also reduced on a numerical basis but kept proportionate.

Equity incentive plans, outstanding warrants, and convertible securities will be adjusted proportionally, preserving existing holders’ relative ownership and economic rights. Fractional shares are rounded up, which marginally favors very small holders but is unlikely to be material in aggregate. Overall, this is a structural action with neutral direct economic impact; the real effect will depend on whether it successfully maintains Nasdaq listing status.

Reverse split ratio 1-for-10 Class A and Class B common stock consolidation
Effective date and time June 8, 2026, 12:01 a.m. ET Reverse stock split effectiveness
Authorized Class A shares pre/post 1,000,000 to 100,000 shares Authorized Class A common stock change
Authorized Class B shares pre/post 40,000,000 to 4,000,000 shares Authorized Class B common stock change
Outstanding Class A shares pre/post 130,701 to 13,071 shares Outstanding Class A as of June 4, 2026
Outstanding Class B shares pre/post 11,134,459 to 1,113,446 shares Outstanding Class B as of June 4, 2026
Nasdaq bid requirement $1.00 minimum bid price Stated purpose of reverse split
New CUSIP 182744 300 Class B common stock after reverse split
reverse stock split financial
"today announced it will conduct a 1-for-10 reverse stock split of its Class A common stock"
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.
minimum bid price requirement regulatory
"intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining the listing"
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.
equity incentive plans financial
"the number of shares of common stock available for issuance under the Company’s equity incentive plans immediately prior"
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.
convertible securities financial
"the conversion prices of the Company’s outstanding convertible securities, will likewise be proportionately adjusted"
Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Nasdaq Capital Market regulatory
"Class B common stock will continue to trade on the Nasdaq Capital Market under the symbol “KIDZ”"
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.
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Understanding 8-K Material Events →

EXHIBIT 99.1

 

KIDZ AI Announces Reverse Stock Split

 

NEW YORK, June 4, 2026 – KIDZ AI Inc. (NASDAQ: KIDZ) (“KIDZ AI” or the “Company”), formerly known as Classover Holdings, Inc., a leading provider of K-12 AI education and emerging AI infrastructure solutions, today announced it will conduct a 1-for-10 reverse stock split of its Class A common stock and Class B common stock. The reverse stock split will become effective on June 8, 2026, at 12:01 a.m. Eastern Time. The Company’s Class B common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “KIDZ” and will begin trading on a split-adjusted basis at the opening of the market on June 8, 2026. The reverse stock split is intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining the listing of its Class B common stock on Nasdaq.

 

The reverse stock split was approved by the Company’s Board of Directors in accordance with the Nevada Revised Statutes on May 26, 2026. As of the effective time of the reverse stock split, the authorized shares of Class A common stock and Class B common stock will be reduced from 1,000,000 shares of Class A common stock to 100,000 shares of Class A common stock and 40,000,000 shares of Class B common stock to 4,000,000 shares of Class B common stock. As a result of the reverse split, the number of outstanding shares of Class A common stock as of June 4, 2026 would be reduced from 130,701 to 13,071 and the number of outstanding shares of Class B common stock as of June 4, 2026 would be reduced from 11,134,459 to 1,113,446.

 

As a result of the reverse stock split, the number of shares of common stock available for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split will be proportionately reduced. In addition, the exercise prices of and number of shares subject to the Company’s outstanding warrants, and the conversion prices of the Company’s outstanding convertible securities, will likewise be proportionately adjusted in accordance with their respective terms.

 

No fractional shares of common stock will be issued in connection with the reverse stock split. Stockholders that would hold a fractional share of common stock as a result of the reverse stock split will have such fractional shares of common stock rounded up to the nearest whole share of common stock.

 

The new CUSIP number for the Class B common stock following the reverse stock split is 182744 300.

 

About KIDZ AI

 

KIDZ AI Inc. (NASDAQ:KIDZ; KIDZW), formerly known as Classover Holdings, Inc., is an AI-driven education technology company transforming live teaching experience into proprietary AI-powered learning systems. By integrating artificial intelligence, AI agents, and robotics, KIDZ AI is building global education infrastructure designed to make learning outcomes measurable, verifiable, and accessible across borders. The Company is strategically expanding into AI compute infrastructure, GPU cloud platforms, and 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. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on KIDZ AI’s current beliefs, expectations and assumptions regarding the future of KIDZ AI’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of KIDZ AI’s control including, but not limited to: KIDZ AI’s ability to execute its business model, including obtaining market acceptance of its products and services; the risk that the price of SOL, which has historically been subject to dramatic price fluctuations and is highly volatile, could fall substantially negatively impacting KIDZ AI’s financial condition and results of operations; KIDZ AI’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; KIDZ AI’s ability to maintain the listing of its securities on Nasdaq; changes in KIDZ AI’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; KIDZ AI’s ability to attract and retain a large number of customers; KIDZ AI’s future capital requirements and sources and uses of cash; regulatory changes related to crypto assets; fluctuations in the price of crypto assets; risks related to the custody of crypto assets, including security risks; KIDZ AI’s ability to attract and retain key personnel; KIDZ AI’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; and the possibility that KIDZ AI may be adversely affected by other economic, business, and/or competitive factors. These risks and uncertainties also include those risks and uncertainties indicated in KIDZ AI’s filings with the SEC. KIDZ AI’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

 

Any forward-looking statement made by KIDZ AI in this press release is based only on information currently available to KIDZ AI and speaks only as of the date on which it is made. KIDZ AI undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Contacts

 

KIDZ AI Inc.

ir@kidzai.com

800-345-9588

 

 
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Source: View Original Filing on SEC EDGAR

FAQ

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

KIDZ AI approved a 1-for-10 reverse stock split for its Class A and Class B common stock. Every ten existing shares will be combined into one new share, adjusting prices and counts but not directly changing total company value.

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

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on June 8, 2026. KIDZ AI’s Class B common stock will begin trading on a split-adjusted basis when the Nasdaq market opens on that same date.

How will KIDZ AI’s outstanding shares change after the reverse split?

Outstanding Class A shares will move from 130,701 to 13,071 as of June 4, 2026. Outstanding Class B shares will shift from 11,134,459 to 1,113,446, reflecting the 1-for-10 consolidation while keeping each investor’s proportional ownership essentially the same.

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

KIDZ AI states the reverse split is intended to help satisfy Nasdaq’s $1.00 minimum bid price requirement. Maintaining that minimum bid is necessary to keep its Class B common stock listed on the Nasdaq Capital Market under the KIDZ ticker.

What happens to KIDZ AI options, warrants and convertible securities?

The company will proportionately adjust the exercise prices and share counts of outstanding warrants and other convertible securities. Equity incentive plan share pools will also be reduced so that holders retain equivalent economic rights after the 1-for-10 reverse stock split.

How will KIDZ AI (KIDZ) handle fractional shares in the reverse split?

KIDZ AI will not issue fractional shares in the reverse split. Instead, any stockholder who would otherwise receive a fractional share will have that amount rounded up to the nearest whole share of common stock, simplifying account positions.

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