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DealsJun 29, 2026, 06:07 AM

KIDZ AI Registers Shares for $100M Equity Facility

AI Summary

KIDZ AI Inc. filed an S-1 registration statement for the resale of up to 151,112,186 shares of Class B Common Stock by Chardan Capital Markets LLC. This registration is tied to a ChEF Purchase Agreement, allowing KIDZ AI to sell up to $100 million in newly issued shares to Chardan. While KIDZ AI will not receive proceeds from Chardan's resale, it can raise up to $100 million from direct sales to Chardan, with proceeds intended for working capital and general corporate purposes. The agreement includes conditions such as a 4.0% discount to VWAP for shares sold to Chardan and beneficial ownership caps.

Key Highlights

  • Registers up to 151,112,186 Class B Common Stock for resale by Chardan Capital Markets LLC.
  • Can sell up to $100 million in new shares to Chardan under Purchase Agreement.
  • Shares sold to Chardan at 4.0% discount to volume-weighted average price (VWAP).
  • Chardan's beneficial ownership capped at 4.99% (or 9.99% with notice).
  • Nasdaq rules limit issuance to 19.99% of outstanding shares without shareholder approval.
  • Proceeds from sales to Chardan for working capital and general corporate purposes.
  • Company changed name to KIDZ AI Inc. in May 2026.
  • Common Stock trades on Nasdaq under "KIDZ"; last price $0.8272 on June 25, 2026.