Classover Holdings, Inc. 8-K

What Happened
Classover Holdings, Inc. (NASDAQ: KIDZ) announced on Dec. 29, 2025 that it entered an Exchange Agreement under which an institutional holder exchanged $2,000,000 of the Company’s senior secured convertible notes for 2,000 shares of newly designated Series C Convertible Preferred Stock (the “Initial Exchange”), which closed on execution. Separately, the company completed a stockholder-approved redomestication from Delaware to Nevada, effective Dec. 24, 2025; its charter and bylaws were replaced with Nevada documents and securities were converted 1:1 to Nevada form. Trading symbols remain KIDZ (Common) and KIDZW (Warrants).

Key Details

• Initial Exchange: $2,000,000 of June 6, 2025 convertible notes exchanged for 2,000 shares of Series C Preferred Stock on Dec. 29, 2025.
• Series C terms: stated value $1,000 per share; fixed conversion price $0.2029 per share (subject to adjustments); holders entitled to 7% annual dividends (payable in Common Stock unless certain conditions exist).
• Alternate/trigger terms: Alternate conversion mechanics include a Floor Price of $0.04058 and a VWAP-based formula; Dividend Rate can increase to up to 18% per annum during specified Triggering Events.
• Governance/approvals: Company must obtain stockholder approval (per Nasdaq rules) for issuance of Common Stock upon conversion—to be called and held no later than March 31, 2026 (and seek additional approval by May 31, 2026 for issuance below the Conversion Price as described). Company must reserve at least 100% of the Common shares necessary to cover conversion while Series C remains outstanding.

Why It Matters

• Potential dilution: Conversion of Series C Preferred (and dividends payable in Common Stock) can increase the outstanding Common Stock, which may dilute existing shareholders. The fixed conversion price ($0.2029) and alternate conversion mechanics create concrete paths for share issuance.
• Cost of capital and terms: The Series C carries a dividend rate and conversion features (including higher dividend rates on defaults or triggering events) that affect the company’s financing cost and creditor/holder incentives.
• Corporate governance change: Redomestication to Nevada changes the governing state law and corporate charter/bylaws (including updated indemnification agreements) but does not change operations or ticker symbols. Investors should watch forthcoming shareholder meetings and filings for the required Nasdaq-related approvals and any future additional exchanges under the Exchange Agreement.