Form 8-K

8-K — KIDZ AI Inc.

Accession: 0001477932-26-004535

Filed: 2026-07-28

Period: 2026-07-27

CIK: 0002022308

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — kidz_8k.htm (Primary)

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8-K — FORM 8-K

8-K (Primary)

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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): July 27, 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 8.01. Other Events.

On July 27, 2026, the Board of Directors of KIDZ AI Inc., a Nevada corporation (the “Company”), authorized an increase in the Company’s previously announced share repurchase program (the “Repurchase Program”) by 50% from $2,000,000 to up to $3,000,000 of shares of the Company’s Class B common stock.

As previously disclosed, purchases under the Repurchase Program may be made from time to time in open market transactions, block trades or privately negotiated transactions, and may from time to time be made pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended, or by any combination of such methods, as determined by the Company.

The Repurchase Program does not obligate the Company to acquire any particular amount of shares of Class B common stock. Future repurchases, if any, will depend on factors such as levels of cash generation from operations, cash requirements for investment in the Company’s business, repayment of future debt, if any, then current stock price, market conditions, securities law limitations and other factors. The Repurchase Program may be suspended, modified or discontinued at any time.

On July 28, 2026, the Company issued a press release announcing the foregoing, which press release is attached to this report as Exhibit 99.1.

Forward-Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report, including Exhibit 99.1 attached hereto, involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks, uncertainties and other factors include, but are not limited to, those set forth herein and in the other documents filed by the Company with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

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: July 28, 2026

By:

/s/ Hui Luo

Hui Luo

Chief Executive Officer

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EXHIBIT 99.1

KIDZ AI Announces Expansion of Existing Share Repurchase Program by 50% to $3.0 Million

NEW YORK, NY / ACCESS Newswire / July 28, 2026 — KIDZ AI Inc. (NASDAQ: KIDZ) (NASDAQ: KIDZW) (“KIDZ AI” or the “Company”), an education technology company advancing AI infrastructure and GPU compute initiatives alongside its core EdTech operations, today announced that its Board of Directors has authorized an increase of the Company’s existing share repurchase program (the “Share Repurchase Program”) by 50% from $2.0 million to up to $3.0 million. The increase in the Share Repurchase Progam follows the open letter to shareholders by Chief Executive Officer Stephanie Luo and the positive market response to such letter.

As previously announced, the Share Repurchase Program is designed to enhance shareholder value and reflect the Board’s confidence in the Company’s long-term growth. Although the Company intends to continue repurchasing shares under the Share Repurchase Program, no assurance can be given that the Company will repurchase any additional shares or that repurchases will occur at any particular pace.

The Company may repurchase shares via open market purchases, block trades, or other means in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume will remain at the discretion of management, based on market conditions, share price, and liquidity needs.

The program does not obligate the Company to acquire any specific number of shares and may be modified, suspended, or terminated at any time based on corporate considerations.

About KIDZ AI Inc.

KIDZ AI Inc. (NASDAQ: KIDZ) (NASDAQ: KIDZW) is an education technology company advancing AI infrastructure and GPU compute initiatives alongside its core EdTech operations, building capacity to serve enterprise and AI-native customers.

Forward-Looking Statement

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on KIDZ AI’s current beliefs, expectations and assumptions regarding the future of KIDZ AI’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of KIDZ AI’s control including, but not limited to: KIDZ AI’s ability to execute its business model, including obtaining market acceptance of its products and services; KIDZ AI’s ability to obtain the GPUs necessary to perform its obligations under the recently announced definitive agreement with Canopy Wave and achieve its goals and expected results; KIDZ AI’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; KIDZ AI’s ability to maintain the listing of its securities on Nasdaq; changes in KIDZ AI’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; KIDZ AI’s ability to attract and retain a large number of customers; KIDZ AI’s future capital requirements and sources and uses of cash; KIDZ AI’s ability to attract and retain key personnel; KIDZ AI’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; the possibility that KIDZ AI may be adversely affected by other economic, business, and/or competitive factors; the risk that the price of any crypto asset, many of which have historically been subject to dramatic price fluctuations and are highly volatile, could fall substantially negatively impacting KIDZ AI’s financial condition and results of operations; regulatory changes related to crypto assets; and fluctuations in the price of crypto assets. These risks and uncertainties also include those risks and uncertainties indicated in KIDZ AI’s filings with the SEC. KIDZ AI’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by KIDZ AI in this press release is based only on information currently available to KIDZ AI and speaks only as of the date on which it is made. KIDZ AI undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts

KIDZ AI Inc.

ir@kidzai.com

800-345-9588

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