KIDZ AI Inc.

Item 3.03. Material Modification to Rights of Security Holders. As previously disclosed, at the annual meeting of stockholders of KIDZ AI Inc. (the “Company”) held on June 10, 2026, the Company’s stockholders approved a reverse stock split of all 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, with the exact ratio to be determined by the Company’s Board of Directors in its sole discretion. On July 21, 2026, the Board of Directors approved a 1-for-15 reverse stock split of the Company’s outstanding Class A common stock and Class B common stock (the “Reverse Split”). The Reverse Split will become effective at 12:01 a.m. Eastern Time on August 13, 2026 (the “Effective Time”) in accordance with Nevada Revised Statutes 78.2055. The Reverse Split will not change the number of shares of Class A common stock or Class B common stock the Company is authorized to issue or the par value of either class. A copy of the press release announcing the foregoing is attached to this Current Report on Form 8-K as exhibit 99.1. Reasons for the Reverse Split The Company is effecting the Reverse Split to increase the per-share trading price of its Class B common stock and support the Company’s efforts to comply with the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”), including Nasdaq’s minimum bid price requirement. Although the Company expects that the Reverse Split will increase the market price per share of its Class B common stock, there can be no assurance that the Reverse Split will result in any particular trading price or enable the Company to maintain compliance with Nasdaq’s continued listing requirements. Effect of the Reverse Split Effective Time; Symbol; CUSIP Number The Reverse Split will become effective at the Effective Time, and the Company’s Class B common stock will begin trading on a split-adjusted basis at the opening of trading on Nasdaq on August 13, 2026. The trading symbol for the Class B common stock, “KIDZ,” will remain unchanged. In connection with the Reverse Split, the CUSIP number for the Class B common stock will change from 182744300 to 182744409. Split Adjustment; Treatment of Fractional Shares At the Effective Time, every fifteen (15) shares of Class A common stock and every fifteen (15) shares of Class B common stock issued and outstanding immediately prior to the Effective Time will be combined automatically into one (1) share of the same class of common stock. No fractional shares will be issued in connection with the Reverse Split. Any fractional share resulting from the Reverse Split will be rounded up to the nearest whole share, with rounding for beneficial holders at The Depository Trust Company applied at the DTC participant level. At the Effective Time, proportional adjustments will also be made, in accordance with the applicable terms, to the number of shares issuable and the exercise or conversion prices under the Company’s outstanding warrants, convertible securities and equity incentive plans. The Reverse Split will not change the number of authorized shares of the Company’s Class A common stock or Class B common stock or the $0.0001 par value per share of either class. Certificated and Non-Certificated Shares Stockholders holding their shares electronically in book-entry form or through a brokerage account do not need to take any action. The effect of the Reverse Split will be reflected automatically in their accounts. Stockholders holding paper certificates may, but are not required to, send their certificates to the Company’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”), which can be contacted at: Continental Stock Transfer & Trust Company Reorganization Department 1 State Street, 30th Floor New York, New York 10004-1561 (917) 262-2378