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): ~~June~~July 106, 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 37.0301. ~~Material~~Regulation ~~Modification~~FD ~~to Rights of Shareholders~~Disclosure.

ToOn ~~the~~July ~~extent~~6, ~~required~~2026, KIDZ AI Inc. (the ~~information~~“Company”) ~~set~~issued ~~forth~~a ~~below~~press ~~under~~release ~~Item~~announcing ~~5.07~~that isit ~~hereby~~has ~~incorporated~~won bythe ~~reference~~2026 ~~into~~EdTechX ~~this~~Award ~~Item~~for 5the Americas and that it was unveiling KIDZBot, a new AI robotics learning platform.03 The press release is included as Exhibit 99.1 hereto.

The information furnished under this Item 57.~~03.~~01, ~~Amendments~~including tothe ~~Articles~~exhibit related thereto, shall not be deemed “filed” for purposes of ~~Incorporation~~Section or18 ~~Bylaws;~~of ~~Change~~the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in ~~Fiscal~~any ~~Year~~disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

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 its annual meeting of stockholders (the “Meeting”) to be held on June 4, 2026. On such date, the Company adjourned the Meeting to June 10, 2026. On such date, the Company held the Meeting. 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 B common stock that the Company is authorized to issue to 2,500,000,000 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
	4,838,228				677,896				35,662				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 Exchange Agreement, dated December 29, 2025, by and between the Company and Solana Growth Ventures 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
	4,091,462				193,034				35,451				1,231,839

(3) Proposal No. 3 — The Reverse Stock Split Proposal — a proposal to approve a reverse stock split of all of the outstanding shares of the Company’s Class A common stock and Class B common stock, par value $0.0001 per share, at a ratio, ranging from 1-for-2 to 1-for-50, to be determined by the Company’s Board of Directors in its sole discretion. 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
	4,884,282				632,999				34,505				0

(4) Proposal No. 4 — The Class A Issuance Proposal — a proposal to approve the future sale of up to an aggregate of 500,000 shares of Class A common stock to Hui Luo, the Company’s Chief Executive Officer, at a price per share equal to 150% of the prevailing market price of the Class B Common Stock at the time of each issuance, with such prevailing market price defined as the greater of (i) the official closing price of the Class B Common Stock on the day of sale and (ii) the average official closing price of the Class B Common Stock for the five trading days immediately preceding such date. 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
	4,168,088				117,732				34,127				1,231,839

(5) Proposal No. 5 — The Director Election Proposal — to elect five members to the Company’s board of directors, to hold office until the next annual meeting and until their respective successors are duly elected and qualified. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

Nominee	Votes For	Votes Against	Abstain	Broker Non-Vote
Hui Luo	4,215,649	66,547	37,751	1,231,839
Yan Zhang	4,214,848	66,127	38,972	1,231,839
Tracy Xia	4,209,332	71,643	38,972	1,231,839
Mona Liang	4,214,649	66,347	38,951	1,231,839
Amanda Chang	4,214,655	66,341	38,951	1,231,839

The Company filed a Certificate of Amendment with the Nevada Secretary of State to effectuate the increased authorized Class B common stock as a result of the approval of Proposal 1. A copy of such Certificate of Amendment has been filed with this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
3.1		Certificate of Amendment.
99.1		Press release.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 10, 2026	By:	/s/ Hui Luo
Dated: July 6, 2026	By:	/s/ Hui Luo
		Hui Luo
		Chief Executive Officer

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