KIDZ AI Inc. (ticker: KIDZ) held a special meeting of stockholders on September 10, 2026, to vote on several proposals regarding the company's capital structure and governance. The meeting was called in accordance with the company's articles of incorporation, which establish voting rights based on share class: Class A stockholders are entitled to 25 votes per share, while Class B and Series A Preferred stockholders each have one vote per share.
The primary item on the agenda was an amendment to the articles of incorporation to increase the total number of authorized shares of Class A common stock from the existing amount to 85,000,000 shares. The proposal was approved by the stockholders, with 555,143 votes in favor, 54,558 votes against, and 406 abstentions.
Three additional proposals were also submitted to and approved by the stockholders:
- Nasdaq Proposal: Approval was granted to issue certain shares of Class B common stock pursuant to a purchase agreement dated May 21, 2026, with Chardan Capital Markets LLC.
- New Incentive Plan Proposal: Stockholders approved the KIDZ AI Inc. 2026 Equity Incentive Plan.
- Auditor Ratification Proposal: Bush & Associates CPAs LLC was ratified as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Following the meeting, a certificate of amendment to the articles of incorporation will be filed with the Secretary of State of Nevada to reflect the increase in authorized Class A common stock. This certificate of amendment is included as Exhibit 3.1 to the current report on Form 8-K.
