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Dilution profile // every instrument, one screen, from SEC filings

KIDZ AI Inc. (KIDZW)

CIK 2022308 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$353M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
MEDIUMwarrants = 29% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-82% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~6.6 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2025-04-292026-03-31

Latest: 1.2M shares as of Mar 31, 2026 (10-K). Share count fell from 6.5M to 1.2M between Nov 12, 2025 and Mar 31, 2026, a pattern consistent with a reverse split (roughly 1-for-6); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

Warrants outstanding: 345,000 underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 1.5M = 1.2M O/S + 345,000 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

Convertible debt on the balance sheet: $5.2M as of Mar 31, 2026, tagged only as a company-wide total.

Reported conversion price: $7.36 (aggregate figure as tagged; individual notes can vary).

This filer tagged totals without per-note dimensions in its 10-Q filed May 15, 2026 →, so per-note terms (maturities, individual conversion prices) live in the exhibit prose and are not parsed here.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding1.2MMar 31, 2026
+ Warrants (aggregate, as tagged) (if exercised)345,000Mar 31, 2026
+ Convertible debt (aggregate carrying / conversion price) (if fully converted)701,429.484Mar 31, 2026
Fully diluted estimate2.2M+89.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $353.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jun 29, 2026$152.6M registeredfiling →
S-3May 1, 2026$200.0M registeredfiling →
S-1Oct 24, 2025$0.4M registeredfiling →

Last 12 months: 8 executed · 7 registered.

EXECUTEDJul 22, 2026Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4 →
EFFECTIVEJul 22, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJul 16, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A →
REGISTEREDJun 29, 2026S-1 registration — capacity to sell shares, not a sale yetS-1 →
EXECUTEDJun 5, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDMay 29, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDMay 22, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDMay 14, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVEMay 12, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDMay 1, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEApr 22, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEApr 22, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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