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BCS

Current Report · Items 7.01, 9.01 · 8-K

KIDZ AI Inc.

KIDZNASDAQEQUITYCurrent

Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On July 27, 2026, KIDZ AI Inc. (the “Company”) issued a press release discussing an open letter to shareholders of the Company addressing management’s view of an apparent disconnect between the Company’s current share price and certain other fundamental information relating to the Company. The press release is included as Exhibit 99.1 hereto.…

Filed Jul 27, 2026Accepted Jul 27, 2026, 8:00 AM EDTCIK 2022308Accession 0001477932-26-004512
Share

Company context

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesSep 17, 2026
  2. Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security HoldersSep 10, 2026
  3. DEF 14A filingAug 21, 2026
  4. Results of Operations and Financial ConditionAug 13, 2026
  5. 10-Q filingAug 13, 2026

Registered securities in this filing

KIDZ AI INC. · 8-K · Filed 2026-07-27

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class B Common Stock, $0.0001 par value per share

Symbol
KIDZ
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-07-27to2026-07-27_kidz_ClassBCommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Redeemable warrants

Symbol
KIDZW
Exchange
NASDAQ
Classification
WARRANT
Status
Current
Filing context

Context: From2026-07-27to2026-07-27_kidz_RedeemableWarrantMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000147793226004512 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On July 27, 2026, KIDZ AI Inc. (the “Company”) issued a press release discussing an open letter to shareholders of the Company addressing management’s view of an apparent disconnect between the Company’s current share price and certain other fundamental information relating to the Company. The press release is included as Exhibit 99.1 hereto. The information furnished under this Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
Filed exhibits (1)
EX-99.1 (by filename) kidz_ex991.htm

EX-99.1 2 kidz_ex991.htm PRESS RELEASE kidz_ex991.htm EXHIBIT 99.1 KIDZ AI Issues Shareholder Letter Addressing Disconnect Between Current Share Price and Fundamentals Net Cash of $13.7 Million - Approximately 3x Market Capitalization; Share Repurchases Underway, with Intent to Accelerate and Expand the Program to $3.0 Million; GPU Compute Revenue Expected to Begin in Q4 2026 Net cash position of approximately $13.7 million — cash and USDC stablecoin holdings, less notes payable— or approximately $1.25 per share as of July 24, 2026, based on unaudited management estimates. At the July 24, 2026 closing price of $0.4191 per share, the Company’s net cash position represented approximately 3 times its total market capitalization of approximately $4.6 million — with no value attributed to the operating business or contracted revenue. The Company has commenced repurchases under its previously authorized $2.0 million share repurchase program and intends to seek Board authorization to increase the program by 50%, to $3.0 million, and to accelerate the pace of repurchases — subject to market conditions, applicable law and trading window restrictions. Previously announced 60-…

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