Opening the filing
8-K
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 a special meeting of stockholders (the “Meeting”) to be held on September 10, 2026. In accordance with the Company’s articles of incorporation, the Company’s Class A stockholders are entitled to 25 votes per share, the Company’s Class B stockholders are entitled to one vote per share and the Company’s Series A Preferred stockholders are entitled to one vote per share. 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 A common stock that the Company is authorized to issue to 85,000,000 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 555,143 54,558 (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 ChEF Purchase Agreement, dated May 21, 2026, by and between the Company and Chardan Capital Markets 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 560,731 35,769 13,607 (3) Proposal No. 3 — The New Incentive Plan Proposal — a proposal to approve the KIDZ AI Inc. 2026 Equity Incentive Plan. 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 558,694 50,241 1,172 (4) Proposal No. 4 — The Auditor Ratification Proposal — a proposal to ratify the appointment of Bush & Associates CPAs LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 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 596,983 11,773 1,351 Following the Meeting, a certificate of amendment to the Company’s articles of incorporation will be filed with the Secretary of State of the State of Nevada to reflect the change in authorized shares of Class A common stock. A copy of the certificate of amendment is included as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: