KIDZ AI Inc. (NASDAQ:KIDZ) ("KIDZ AI" or the "Company"), formerly known as Classover Holdings, Inc., a leading provider of K-12 AI education and emerging AI infrastructure solutions, today announced it will conduct a 1-for-10 reverse stock split of its Class A common stock and Class B common stock. The reverse stock split will become effective on June 8, 2026, at 12:01 a.m. Eastern Time. The Company's Class B common stock will continue to trade on the Nasdaq Capital Market ("Nasdaq") under the symbol "KIDZ" and will begin trading on a split-adjusted basis at the opening of the market on June 8, 2026. The reverse stock split is intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining the listing of its Class B common stock on Nasdaq.
The reverse stock split was approved by the Company's Board of Directors in accordance with the Nevada Revised Statutes on May 26, 2026. As of the effective time of the reverse stock split, the authorized shares of Class A common stock and Class B common stock will be reduced from 1,000,000 shares of Class A common stock to 100,000 shares of Class A common stock and 40,000,000 shares of Class B common stock to 4,000,000 shares of Class B common stock. As a result of the reverse split, the number of outstanding shares of Class A common stock as of June 4, 2026 would be reduced from 130,701 to 13,071 and the number of outstanding shares of Class B common stock as of June 4, 2026 would be reduced from 11,134,459 to 1,113,446.
As a result of the reverse stock split, the number of shares of common stock available for issuance under the Company's equity incentive plans immediately prior to the reverse stock split will be proportionately reduced. In addition, the exercise prices of and number of shares subject to the Company's outstanding warrants, and the conversion prices of the Company's outstanding convertible securities, will likewise be proportionately adjusted in accordance with their respective terms.
No fractional shares of common stock will be issued in connection with the reverse stock split. Stockholders that would hold a fractional share of common stock as a result of the reverse stock split will have such fractional shares of common stock rounded up to the nearest whole share of common stock.
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