Business Context and Reporting Period
KIDZ AI Inc. (Ticker: KIDZ), an emerging growth company incorporated in Nevada, filed this Form 8-K on September 17, 2026. The report details an additional closing under a previously disclosed Securities Purchase Agreement with Solana Growth Ventures LLC.
Key Financial Metrics
- Debt Issuance: The Company issued a senior secured convertible note with an original principal amount of $1,900,000.
- Net Proceeds: The aggregate funding amount was $1,900,000, less placement agent fees and offering expenses payable by the Company.
- Interest Rate: 7% per annum.
- Maturity Date: September 17, 2028.
- Conversion Terms: Convertible into Class B Common Stock at an initial conversion price of $3.672 per share, subject to adjustments.
- Security: The note is secured by a first priority perfected security interest in collateral and ranks senior to outstanding and future indebtedness.
- Revenue and Profit: The filing text does not provide a clear value for revenue, profit, cash flow, or margins as this is a transaction-specific report.
Material Changes
The primary material change is the increase in the Company's debt obligations and potential equity dilution resulting from the issuance of the $1,900,000 Additional Note. This transaction expands the total indebtedness under the Purchase Agreement originally dated May 30, 2025.
Outlook, Risks, and Contingencies
- Payment Flexibility: Interest is payable quarterly and may be paid in cash, added to the principal (PIK), or paid in shares of Common Stock, subject to the Note's terms.
- Regulatory Status: The sale of the Note and underlying shares relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933.
- Seniority Risk: The new debt holds senior status over other indebtedness, which may impact the Company's ability to secure future financing or refinance existing obligations.
Investor Verification Checklist
- Verify the exact amount of placement agent fees and offering expenses deducted from the $1,900,000 principal to determine net cash proceeds.
- Review the full text of the Purchase Agreement (Exhibit 10.1 to the June 2, 2025 8-K) for specific adjustment mechanisms affecting the $3.672 conversion price.
- Assess the Company's current liquidity position to determine if interest payments will be made in cash or via PIK/equity.
- Confirm the total aggregate principal amount of all notes issued under the Purchase Agreement to date.