Business Context and Reporting Period
This Form 8-K is filed by Classover Holdings, Inc. (Ticker: KIDZ), a Nevada corporation formerly organized in Delaware. The report covers events occurring on December 23, 2025, and December 29, 2025. The company is an emerging growth company listed on The Nasdaq Stock Market LLC.
Key Financial Metrics and Capital Structure
The filing details a material capital restructuring rather than operational financial results. Key metrics include:
- Debt Exchange: $2,000,000 of Senior Secured Convertible Notes (principal and interest) were exchanged for 2,000 shares of Series C Convertible Preferred Stock.
- Preferred Stock Terms: Series C Preferred Stock has a stated value of $1,000 per share and carries a 7% annual dividend payable in Common Stock or capitalized.
- Conversion Price: The fixed conversion price for Series C Preferred Stock is $0.2029 per share of Common Stock, subject to adjustments.
- Dividend Penalty: In the event of a "Triggering Event" (e.g., default, bankruptcy), the dividend rate automatically increases to the lesser of 18% per annum or the maximum permitted by law.
The filing does not provide specific values for revenue, operating profit, cash flow, or total liquidity.
Material Changes Versus Prior Period
The primary material changes reported are:
- Redomestication: Effective December 24, 2025, the company redomesticated from Delaware to Nevada. All outstanding equity and warrants were automatically converted on a one-for-one basis into Nevada equivalents without changing the number of shares or trading symbols.
- Capital Structure: The issuance of Series C Convertible Preferred Stock ranks senior to Common Stock and Series A Preferred Stock, but junior to Series B Preferred Stock.
- Covenants: New restrictions prohibit the company from redeeming, repurchasing, or declaring dividends on other capital stock, and restrict the incurrence of new indebtedness or liens.
Guidance, Outlook, and Risks
Management Commentary and Requirements:
- The company must obtain stockholder approval for the issuance of Common Stock issuable upon conversion of the Series C Preferred Stock by March 31, 2026.
- A separate stockholder approval regarding the issuance of shares at a conversion price below the current price is required by May 31, 2026.
Risks and Contingencies:
- Triggering Events: Specific events such as suspension of trading, failure to pay dividends, or default on $500,000+ of indebtedness will trigger a higher dividend rate and alternate conversion pricing mechanisms.
- Dilution: The conversion price includes a "Floor Price" of $0.04058 and an alternate conversion price based on 90% of the lowest 10-day VWAP, which could result in significant dilution if the stock price declines.
- Redemption: The company retains the right to redeem all Series C Preferred Stock in cash at a 15% premium, subject to specific valuation calculations.
Investor Verification Checklist
- Verify the status of the required stockholder approvals for the Series C Preferred Stock conversion (due March 31, 2026, and May 31, 2026).
- Confirm the total outstanding principal and interest on the Senior Secured Convertible Notes to assess the potential for "Additional Exchanges" beyond the initial $2,000,000.
- Review the company's current cash position to evaluate its ability to meet the 7% dividend obligations or potential redemption requirements.
- Monitor the Common Stock trading price relative to the $0.2029 conversion price and the $0.04058 floor price to assess dilution risk.
- Check for any existing defaults or "Triggering Events" that would activate the 18% dividend penalty.