$KIDZ·8-K

KIDZ AI Inc. · Jun 4, 8:30 AM ET

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KIDZ AI Inc. 8-K

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KIDZ AI Inc. Announces 1-for-10 Reverse Stock Split; Reduces Authorized Shares

What Happened KIDZ AI Inc. (KIDZ) filed an 8-K on June 4, 2026, announcing a 1-for-10 reverse stock split of its Class A and Class B common stock that becomes effective June 8, 2026 at 12:01 a.m. Eastern Time. The company also amended its certificate of incorporation to reduce the number of authorized shares: Class A from 1,000,000 to 100,000 and Class B from 40,000,000 to 4,000,000. The Class B shares will trade on a split-adjusted basis beginning at the open on June 8, 2026; the trading symbol remains "KIDZ" and the new Class B CUSIP is 182744300.

Key Details

  • Reverse split: 1-for-10 for both Class A and Class B common stock; effective June 8, 2026 at 12:01 a.m. ET.
  • Authorized shares after amendment: 100,000 Class A; 4,000,000 Class B (previously 1,000,000 and 40,000,000).
  • Fractional shares: no fractional shares will be issued — the company will issue one whole post-split share to any holder who otherwise would have received a fraction; no cash paid for fractions.
  • Other securities adjusted: outstanding warrants, convertible securities (preferred, notes), and equity plan reserves will be proportionately adjusted (e.g., warrant share amounts divided by 10 and exercise prices multiplied by 10) per their terms.

Why It Matters The company says the reverse split is intended to help KIDZ AI meet Nasdaq's minimum bid price requirement (generally $1.00 per share) and thereby preserve its Nasdaq listing. For investors, the split reduces the number of shares outstanding and raises the per-share price proportionally but does not change each investor’s proportional ownership (aside from rounding from the fractional-share treatment). Convertible securities and warrants will be adjusted, which can affect future dilution and exercise economics. Retail holders in brokerage accounts don’t need to take action; holders of paper certificates should follow the transfer agent instructions in the filing.

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