CID Holdco, Inc. (DAIC) SEC Filings

CID HoldCo, Inc. (DAIC) reports two critical developments affecting its stability. Nasdaq has issued an additional staff determination because the company failed to regain compliance with the $15,000,000 Market Value of Publicly Held Shares requirement by August 10, 2026, after an earlier notice tied to the $50 million Market Value of Listed Securities standard. CID HoldCo has requested a hearing before the Nasdaq Hearings Panel, paid the $20,000 fee, and its shares remain listed on Nasdaq pending the panel’s decision.

Separately, an affiliate of Phillips Equities & Trust, LLC, as holder of CID HoldCo’s Senior Secured Convertible Note, sent a Notice of Default citing missed minimum monthly installment payments beginning January 2026 and the Nasdaq staff delisting determination. The notice states a default amount of $1,057,417.37 and demands assembly of collateral under the security agreement. CID HoldCo states that it expects the lender to proceed with foreclosure on the company’s assets, which would transfer a material portion of its operations and assets.

CID HoldCo, Inc. (DAIC) notified that it will file its Quarterly Report for the three months ended June 30, 2026 late under Rule 12b-25. Management cites the ongoing process following a Nasdaq staff determination to delist the company’s common stock and related strategic review as reasons for the delay.

The company is appealing the Nasdaq staff determination and pursuing strategic alternatives to address listing deficiencies, and expects to submit the delayed Form 10‑Q within five calendar days of the original due date.

CID HoldCo, Inc. (“Dot Ai”) reports that on August 6, 2026 Nasdaq staff issued a Staff Determination to delist its common stock from Nasdaq for failing to meet the $50 million Market Value of Listed Securities (MVLS) requirement under Listing Rule 5450(b)(2)(A).

The company had previously received deficiency notices for MVLS, a minimum bid price of $1.00, and a $15 million market value of publicly held shares (MVPHS). It regained compliance with the Minimum Bid Price Requirement after the stock closed at or above $1.00 for 12 consecutive business days from June 8 to June 22, 2026, but did not restore MVLS compliance by the August 4, 2026 deadline.

CID HoldCo plans to appeal by requesting a hearing before a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on August 13, 2026, paying a $20,000 hearing fee. A timely hearing request will stay any suspension and Form 25-NSE filing, and the common stock will remain listed pending the panel’s decision, which will determine the future of trading in the shares.

CID HoldCo, Inc. (Dot Ai) agreed to a strategic financing with certain investors for up to $6.0 million of convertible preferred stock, split between $2.0 million of Series AA Convertible Non-Redeemable Preferred Stock and $4.0 million of Series B Convertible Preferred Stock, funded in two closings. The Series B proceeds go into a Restricted Account, with $1.0 million releasable after a resale registration becomes effective, $2.0 million after stockholder approval, and $1.0 million after additional trading price and volume conditions are met. The financing is part of plans to strengthen liquidity, support compliance with Nasdaq market value thresholds, and advance a previously announced strategic alternatives review.

The Company created three new preferred series. Series AA converts to common at $1.00 per share, is non-redeemable, and has a 4,000,000-share Maximum Number of Conversion Shares plus the right for its majority holders to designate one director while at least 15% of the original issuance is held. Series B is non-voting and converts dollar-for-dollar into Series AAA, which converts to common at $0.0901185708 per share, subject to a 4.99% Beneficial Ownership Limitation and board majority designation rights at specified ownership levels. A special board committee will evaluate a possible sale of certain operating assets under an existing letter of intent, and stockholders are expected to vote on conversion share issuance, a reverse split, director nominees, and any required asset-sale approvals. Joseph Risico is to be appointed as a director and Ryan Daiss as President under a performance- and severance-based employment agreement.

Dot Ai, Inc., through CID HoldCo, entered into a $500,000 Senior Secured Convertible Promissory Note with Phillips Equities & Trust, LLC, providing new capital for working capital and related purposes. The note bears 6% annual interest, matures in 12 months, cannot be prepaid without lender consent, and is optionally convertible at 80% of the lowest daily VWAP over a five-day period, subject to a 4.99% beneficial ownership cap that can increase to 9.99% with notice and a 19.99% Nasdaq exchange cap without prior stockholder approval.

The note is secured by all company assets and intellectual property, initially as a second-priority lien behind obligations that have been acquired by the same lender, and includes restrictive covenants on additional senior or pari passu debt and detailed events of default with a 12% default interest rate. The company agreed to file a Form S-1 within 45 days to register resale of conversion shares. Separately, Dot Ai fully retired approximately $867,000 of secured convertible notes held by White Lion Capital, eliminating that debt and related liens and covenants, and received confirmation that its stock has regained compliance with Nasdaq’s $1.00 minimum bid price rule, though it still faces deficiencies in market value listing requirements.

CID Holdco, Inc. — White Lion Capital LLC reports beneficial ownership of 128,879 shares of Common Stock, representing 8.9% of the outstanding class. The filing states the percentage is calculated based on 1,441,286 shares outstanding as of April 23, 2026. The shares are described as issued pursuant to a purchase agreement. The filing is signed by Yash Thukral, Managing Partner on 06/10/2026.

CID Holdco, Inc. (Dot Ai, Inc.) outlined two potential strategic transactions that remain subject to definitive agreements and approvals. The company signed non-binding letters of intent for an up to $5.0 million convertible preferred stock investment and the sale of a portion of its operating business for approximately $6.0 million in cash, with the buyer assuming up to $3.0 million of related liabilities. The buyer would also fund a $500,000 secured convertible note as a down payment to support working capital and deal expenses in exchange for exclusivity. If completed as described, these steps are intended to strengthen the balance sheet, support continued Nasdaq listing compliance, and allow the company to pursue additional value-creating strategic initiatives, while retaining certain operating units in the listed entity.

CID Holdco, Inc. (Dot Ai) filed an update stating that the company is exploring a broad range of strategic alternatives. Options under review include a sale of the company, a merger or other business combination, strategic partnerships or joint ventures, licensing deals, a recapitalization, new financing, continuing its standalone plan, or a liquidation and dissolution.

The company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as its exclusive financial advisor for this process. No timetable has been set, and the company notes there is no assurance that any transaction will occur or that any completed transaction will be on attractive terms.