false
--12-31
0002033770
0002033770
2026-10-09
2026-10-09
0002033770
DAIC:CommonStockParValueOf0.0001PerShareMember
2026-10-09
2026-10-09
0002033770
DAIC:WarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf287.50PerShareMember
2026-10-09
2026-10-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 9, 2026
CID HoldCo, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware |
|
001-42711 |
|
99-2578850 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 5661 S Cameron St, Suite 100, Las Vegas, Nevada |
|
89118 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(303) 332-4122
(Registrant’s telephone number, including
area code)
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☒ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value of $0.0001 per share |
|
DAIC |
|
The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock at an exercise price of $287.50 per share |
|
DAICW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
As previously reported in
the Current Report on Form 8-K filed by CID HoldCo, Inc., a Delaware corporation (the “Company”), with the Securities and
Exchange Commission (the “SEC”) on September 29, 2026 (the “Signing 8-K”), on September 25, 2026, the Company
entered into a Securities Purchase Agreement (the “Original Purchase Agreement”) with BladeRanger Ltd. (TASE: BLRN), a company
organized under the laws of the State of Israel (“BladeRanger”), and Envoy Technologies, Inc., a Delaware corporation (“Envoy”),
pursuant to which the Company agreed to acquire 100% of Envoy’s outstanding capital stock (the “Acquisition”) in exchange
for shares of Common Stock and shares of a newly authorized Series C Convertible Non-Redeemable Preferred Stock. On October 9, 2026 (the
“Closing Date”), the Company closed the Acquisition (the “Closing”), and Envoy became a wholly owned subsidiary
of the Company, following release from escrow of the transaction documents that were previously delivered by the Company and BladeRanger
into escrow on October 6, 2026. As discussed below in further detail under Item 3.01, the Company believes that, as of the date of this filing, the Company has stockholders’
equity of at least $2.5 million as required in the Company’s case for continued listing on The Nasdaq Capital Market under
Nasdaq Listing Rule 5550(b)(1).
First Amendment to Securities Purchase Agreement
In connection with the Closing,
on October 9, 2026, the Company, BladeRanger, Envoy and, solely with respect to the provisions expressly applicable to it, Blink Charging
Co., a Nevada corporation (“Blink”), entered into a First Amendment to Securities Purchase Agreement (the “SPA Amendment”
and, the Original Purchase Agreement as amended by the SPA Amendment, the “Purchase Agreement”). Blink is the holder of a
convertible promissory note issued by Envoy to Blink, dated July 22, 2026, in the original principal amount of $12,500,000 (the “Envoy
Convertible Note”), which was issued in connection with BladeRanger’s acquisition of Envoy pursuant to a Stock Purchase Agreement,
dated as of June 5, 2026, between Envoy Mobility Inc., BladeRanger and Blink. As described in the Signing 8-K, the Original Purchase Agreement
contemplated that the Envoy Convertible Note would convert into shares of Envoy common stock representing 20% of Envoy’s outstanding
common stock immediately prior to the Closing and that Blink would execute a joinder to the Original Purchase Agreement to sell its shares
of Envoy to the Company in exchange for 2,166,667 shares of Series C Preferred Stock at the Closing. Pursuant to the SPA Amendment, the
Envoy Convertible Note was amended (as described in further detail below), did not convert prior to or in connection with the Closing
and remains outstanding. Upon satisfaction of the Blink Conversion Conditions (as defined below), the SPA Amendment provides that the
Envoy Convertible Note will convert into an aggregate of 2,166,667 shares of Common Stock (the “Blink Conversion Shares”),
subject to adjustment for stock splits, stock dividends, combinations, recapitalizations and similar events, except in the case of any
prior Forced Conversion (as defined below).
Consideration.
At the Closing, BladeRanger sold, assigned and transferred to the Company all of the outstanding shares of Envoy, free and clear of all
liens (other than restrictions under the Securities Act of 1933, as amended (the “Securities Act”), or the transaction documents),
in exchange for the issuance by the Company to BladeRanger of (i) 233,543 shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), and (ii) 8,433,123 shares of the Company’s Series C Convertible Non-Redeemable Preferred
Stock, par value $0.0001 per share (the “Series C Preferred Stock”).
The aggregate consideration
in the Acquisition consists of 10,833,333 shares of Common Stock, calculated on an as-converted, fully diluted basis and subject to customary
adjustments (the “Envoy-Side Shares”), consisting of the 233,543 shares of Common Stock and 8,433,123 shares of Series C Preferred
Stock issued to BladeRanger at the Closing (assuming a conversion into Common Stock on a 1-for-1 basis) and the 2,166,667 Blink Conversion
Shares issuable following the Closing upon satisfaction of the Blink Conversion Conditions. The Envoy-Side Shares have been allocated
between BladeRanger and Blink based on their respective eighty percent (80%) and twenty percent (20%) economic interests in Envoy. Based
on the agreed reference price of $6.00 per share (the “Reference Price”), the Envoy-Side Shares have an aggregate value of
approximately $65.0 million, consisting of approximately $52.0 million in respect of the securities issued to BladeRanger at the Closing
and approximately $13.0 million in respect of the Blink Conversion Shares. As previously reported, BladeRanger is also entitled under
the Purchase Agreement to receive additional shares of Common Stock or Series C Preferred Stock, valued at $6.00 per share, in respect
of certain amounts funded by BladeRanger from the date of the term sheet through the Closing (“Funding Reimbursement Shares”),
which are in addition to the Envoy-Side Shares. The SPA Amendment clarifies that any Funding Reimbursement Shares constitute solely reimbursement
of amounts funded by BladeRanger and do not constitute consideration for the Envoy shares. The Funding Reimbursement Shares shall not
exceed $500,000 in respect of amounts funded by BladeRanger for Envoy’s operation, funding or indebtedness or up to 400,000 shares
in respect of amounts funded by BladeRanger for the Company’s operations, funding or indebtedness.
Closing Conditions.
The SPA Amendment amended the closing conditions to the Original Purchase Agreement by (i) replacing the condition requiring conversion
of the Envoy Convertible Note prior to the Closing with a condition requiring the execution and delivery of the Note Amendment (as defined
below) by the parties thereto, (ii) deleting the condition requiring Blink’s execution of a joinder as a seller and transfer of
Envoy shares to the Company, and (iii) providing that the Registration Rights Agreement and the Voting Agreement (each as defined below)
are to be executed by BladeRanger and the other required parties.
Blink Conversion Conditions.
The Envoy Convertible Note will automatically convert into the Blink Conversion Shares on the first business day following the date on
which each of the following conditions (the “Blink Conversion Conditions”) has been satisfied (or such other date as Blink
and the Company may agree in writing) (the “Blink Conversion Date”): (i) the Company’s stockholders shall have approved
the proposals required under Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d) in connection with the transactions contemplated by the
Purchase Agreement, including the issuance of the Blink Conversion Shares to the extent required under the rules of The Nasdaq Stock Market
LLC (“Nasdaq”) (“Stockholder Approval”), and (ii) a registration statement on Form S-1 (or such other form as
may be available to the Company) covering the Blink Conversion Shares shall have been declared effective by the SEC and shall be effective
and available for the Blink Distribution (as defined below). Receipt of Stockholder Approval alone will not result in the conversion of
the Envoy Convertible Note. The Company has agreed to include the issuance of the Blink Conversion Shares in the proposals submitted to
its stockholders, to use its reasonable best efforts to obtain Stockholder Approval together with the approval required for the conversion
of the Series C Preferred Stock, and to cause such registration statement to become effective as promptly as practicable following the
Closing.
Blink Lock-Up and Distribution.
The SPA Amendment amended Blink’s lock-up under the Original Purchase Agreement to replace the twelve-month lock-up described in
the Signing 8-K with a lock-up period similar to the lock-up period applicable to BladeRanger, except to the extent Blink distributes
the Blink Conversion Shares to its stockholders (in which case, such shares will not be subject to the lock-up provisions). Accordingly,
from and after the Blink Conversion Date until the earlier of the consummation of the Blink Distribution and the expiration of the Blink
Lock-Up Period, Blink may not, directly or indirectly, offer, sell, pledge, hedge or otherwise transfer the Blink Conversion Shares, other
than pursuant to the Blink Distribution. The “Blink Lock-Up Period” commences on the Blink Conversion Date and expires on
the earlier of April 1, 2027 and six (6) months following the Blink Conversion Date. Blink has agreed, subject to applicable law, to distribute
all of the Blink Conversion Shares to the holders of its common stock, pro rata and for no consideration, by way of a dividend or other
distribution in kind, substantially concurrently with, and in any event no later than ten (10) business days following, the Blink Conversion
Date (the “Blink Distribution”). If the Blink Conversion Date occurs at least ten (10) business days prior to the expiration
of the Blink Lock-Up Period and Blink does not consummate the Blink Distribution prior to such expiration, the undistributed Blink Conversion
Shares will become subject to the same leak-out restrictions applicable to BladeRanger under the Purchase Agreement. The Company has agreed
to cause the registration statement to cover the resale of the Blink Conversion Shares by the initial recipients thereof, to use its reasonable
best efforts to maintain the effectiveness of such registration statement, and to cooperate with Blink and its distribution agent in effecting
the Blink Distribution. Blink will bear the costs of the Blink Distribution (other than registration expenses payable by the Company).
Recipients of shares in the Blink Distribution will not be subject to the contractual lock-up or leak-out restrictions under the Purchase
Agreement or to the Envoy stockholders agreement solely by reason of receiving such shares.
Forced
Conversion. While any portion of the Envoy Convertible Note remains outstanding, and subject to the Company’s receipt
of Stockholder Approval as applicable (see below), if (A) the Company’s Chief Financial Officer determines in good faith and
acting reasonably that the Company’s stockholders’ equity, as will be reported in the Company’s balance sheet for
the most recently completed annual or quarterly period to be filed with the SEC, will be less than $3,000,000, or (B) the Company
receives any notice, determination or inquiry from Nasdaq relating to its compliance with Nasdaq Listing Rule 5550(b)(1), the
Company may, on one or more occasions by written notice to Blink, require the conversion of such portion (up to 100%) of the
then-outstanding principal amount of the Envoy Convertible Note as the Company determines in good faith is necessary to cause its
stockholders’ equity to equal or exceed $3,000,000 (a “Forced Conversion”). In the case of a Forced Conversion
under clause (A), the Company must provide Blink with supporting information to the extent reasonably available and at least five
(5) business days to object, and, if the parties are unable to resolve any objection within three (3) business days prior to the due
date of the applicable periodic report, the Company may proceed with the Forced Conversion in an amount not exceeding that set forth
in its notice. Prior to Stockholder Approval, a Forced Conversion will be effected solely into shares of Series C Preferred Stock
equal to the converted amount divided by the $6.00 stated value of the Series C Preferred Stock and, following Stockholder Approval,
into shares of Common Stock equal to the converted amount divided by the then-applicable conversion price of the Series C Preferred
Stock. A Forced Conversion is effective on the third trading day following delivery of the notice, may not result in the issuance of
more than 2,166,667 shares of Series C Preferred Stock or Common Stock in the aggregate, and is subject to applicable law and Nasdaq
rules, including limitations on issuances prior to receipt of Stockholder Approval. Any Forced Conversion will proportionately
reduce the outstanding principal amount of the Envoy Convertible Note and the number of Blink Conversion Shares otherwise
issuable.
Other Provisions.
The SPA Amendment (i) limits Blink’s representations and warranties to its authority, its ownership of the Envoy Convertible Note,
the absence of any transfer of the Envoy Convertible Note that would prevent its performance and non-contravention; (ii) limits Blink’s
indemnification obligations, which are several and not joint, exclude liability for the acts of BladeRanger, Envoy or other persons and
for pre-closing liabilities of Envoy (other than Blink’s own fraud or breach), are capped at the consideration actually received
by Blink valued at the Reference Price, and may be satisfied solely from Blink Conversion Shares then held by Blink, in each case except
in the case of Blink’s fraud; (iii) provides that Envoy’s existing transition services arrangement with Blink will not be
extended following the Closing, which replaces the six-month extension described in the Signing 8-K, and requires Blink to provide reasonable
access to Envoy books and records in its possession to permit the preparation and audit of Envoy’s financial statements required
by Rule 3-05 of Regulation S-X, at the Company’s expense; and (iv) requires that the registration rights provided with respect to
the Blink Conversion Shares and the shares distributed in the Blink Distribution be no less favorable than those provided to BladeRanger,
with any cutback allocated pro rata between BladeRanger and Blink.
The Purchase Agreement has
been attached to this Current Report on Form 8-K and the Signing 8-K to provide investors with information regarding its terms. It is
not intended to provide any other factual information about the Company, Envoy, BladeRanger, Blink or any of their respective subsidiaries
or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase
Agreement as of specific dates, were solely for the benefit of the parties thereto, may be subject to important qualifications and limitations
agreed upon by the parties for the purposes of allocating contractual risk among such parties instead of establishing these matters as
facts and may be subject to standards of materiality applicable to such contracting parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual
state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Information concerning the subject matter
of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not
be fully reflected in the Company’s public disclosures.
Limited Joinder and Acknowledgement Agreement
On October 9, 2026, in connection
with the SPA Amendment, Blink executed and delivered to the Company, BladeRanger, and Envoy a Limited Joinder and Acknowledgement Agreement
(the “Joinder Agreement”), which was acknowledged and accepted by the Company, BladeRanger and Envoy. Pursuant to the Joinder
Agreement, Blink became a party to the Purchase Agreement solely with respect to the provisions expressly applicable to it, including
the provisions relating to the conversion of the Envoy Convertible Note, the Blink Distribution, Forced Conversion, the transition services
arrangement, and limitations on Blink’s indemnification obligations. Under the Joinder Agreement, Blink (i) makes, severally and
not jointly, solely the limited representations and warranties described above, (ii) acknowledges the automatic conversion of the Envoy
Convertible Note upon satisfaction of the Blink Conversion Conditions and agrees that any Blink Conversion Shares not distributed in the
Blink Distribution will remain subject to the applicable lock-up and leak-out restrictions, (iii) agrees to effect the Blink Distribution
and to reasonably cooperate with the Company and the distribution agent in connection therewith, and (iv) acknowledges the Forced Conversion
provisions.
First Amendment to Convertible Promissory Note
On October 9, 2026, Envoy,
Blink, the Company and, solely with respect to certain specified provisions, BladeRanger entered into a First Amendment to Convertible
Promissory Note (the “Note Amendment”). Under the terms of the Envoy Convertible Note, the principal balance automatically
converts into Envoy capital stock immediately prior to the consummation of a “Qualified Liquidity Event,” which includes an
acquisition, sale or change of control of Envoy involving total equity consideration of not less than $40,000,000. The parties acknowledged
that the Acquisition constitutes a Qualified Liquidity Event, and Blink consented to the consummation of the Closing without conversion
of the Envoy Convertible Note. The deferral is granted solely in connection with the Acquisition and does not constitute a waiver of Blink’s
rights under the Envoy Convertible Note, including rights relating to Qualified Liquidity Events, the ownership floor, conversion at maturity
and conversion following an event of default. The Envoy Convertible Note does not bear interest and matures on the date three (3) years after
its issuance (subject to up to a two (2)-year extension upon the election of Blink).
Under the Note Amendment,
upon satisfaction of the Blink Conversion Conditions, the entire then-outstanding principal balance of the Envoy Convertible Note will
automatically convert on the Blink Conversion Date into the remaining Blink Conversion Shares issuable after giving effect to any prior
Forced Conversion, and the Company is required to issue and deliver the Blink Conversion Shares in book-entry form to Blink or its designated
distribution agent within one trading day thereafter. The Blink Conversion Shares represent the consideration in respect of Blink’s
20% economic interest, and upon their issuance and delivery the principal balance of the Envoy Convertible Note will be deemed satisfied
in full. Blink has irrevocably agreed to effect the Blink Distribution and not to dispose of the Blink Conversion Shares in lieu thereof.
The Note Amendment contains Forced Conversion provisions consistent with those contained in the SPA Amendment above described.
If Blink fails or refuses
to comply with its conversion obligations after satisfaction of the Blink Conversion Conditions, fails to consummate the Blink Distribution,
transfers or encumbers the Blink Conversion Shares in violation of its obligations or otherwise materially breaches its obligations under
the Note Amendment or the related provisions of the Purchase Agreement and, to the extent such breach is capable of cure, fails to cure
such breach within five (5) business days following written notice, the deferral will cease to restrict the enforcement of rights and
remedies otherwise available to Envoy, BladeRanger or the Company, including any rights to compel conversion under the original terms
of the Envoy Convertible Note and any drag-along, specific performance or other rights under BladeRanger’s June 5, 2026 stock purchase
agreement with Blink, the Envoy stockholders agreement or applicable law. Failures or delays caused by the unavailability of the registration
statement or any act or omission of the Company, and good-faith disputes as to whether a Blink Conversion Condition has been satisfied,
will not give rise to such remedies. If the Blink Conversion Conditions are not satisfied before the maturity date of the Envoy Convertible
Note, Blink will retain its rights under the Envoy Convertible Note, including its right to elect conversion at maturity, and the rights
and remedies arising upon an event of default remain in effect with respect to any outstanding principal balance. No Qualified Liquidity
Event occurring after the Closing and prior to the issuance of the Blink Conversion Shares will trigger any additional conversion obligation.
Registration Rights Agreement
Concurrently with the Closing,
the Company entered into a Registration Rights Agreement, dated as of October 9, 2026 (the “Registration Rights Agreement”),
with BladeRanger and the other investors identified on Annex A thereto, consisting of Blink and H Capital Ventures Management Consultancies
Co. LLC (“H Capital” and, collectively with BladeRanger and Blink, the “Investors”), providing them with certain
registration rights with respect to their securities issued or issuable by the Company in connection with the Purchase Agreement or, in
the case of H Capital, its $550,000 convertible note previously disclosed in the Signing 8-K (the “H Capital Convertible Note”).
Under the Registration
Rights Agreement, the Company agreed, among other things, (i) to file with the SEC, promptly following the Closing and in any event
no later than sixty (60) days following the delivery by Envoy to the Company of Envoy’s financial statements required by Rule
3-05 of Regulation S-X (the “Filing Deadline”), a registration statement on Form S-3 or, if Form S-3 is not available,
Form S-1, covering the resale of all Registrable Securities, subject to SEC limitations under Rule 415 and related pro rata
“cutback” provisions, and, if filed on Form S-1, to file a registration statement on Form S-3 within forty-five (45)
days after becoming eligible to do so, and (ii) to use its reasonable best efforts to cause the registration statement to be
declared effective as soon as practicable, and in any event by the earlier of sixty (60) days following the Filing Deadline (or
ninety (90) days if the SEC reviews the registration statement) and five (5) business days after the SEC advises that it will not
review or has no further comments on the registration statement, without delaying such efforts pending receipt of Stockholder
Approval, and to keep such registration statement continuously effective until the registrable securities have been sold or may be
sold without restriction under Rule 144. The Company may delay filing or suspend the use of a registration statement for up to
thirty (30) consecutive days, on no more than two occasions and for no more than seventy-five (75) days in any twelve (12)-month period,
and may delay filing or effectiveness pending the availability of required audited financial statements, including those of Envoy,
subject to an aggregate extension limit of ninety (90) days in any twelve (12)-month period.
The Registration Rights Agreement
contains customary provisions relating to registration procedures, expenses, the Company’s obligations to maintain current public
information to permit resales under Rule 144, the Investors’ information and cooperation obligations, certain liquidated damages
for the Company’s noncompliance with certain covenants under the Registration Rights Agreement and the Company’s and Investors’
respective indemnification obligations, including contribution provisions, in connection with any registered resale of the Registrable
Securities.
The Registration Rights Agreement
also provides that, for the period commencing on the date on which its shares of Series C Preferred Stock are converted into Common Stock
and ending on the earlier of April 1, 2027 and six (6) months from the date of such conversion, BladeRanger may not sell or otherwise
transfer the shares of Common Stock issued upon such conversion. Following such lock-up period, BladeRanger’s sales of such shares
will be subject to a daily volume limitation equal to the lesser of 10% of the daily trading volume of the Common Stock and the volume
that would be permitted to be sold under Rule 144. The Registration Rights Agreement contains a comparable lock-up and leak-out restriction
applicable to Blink, which does not restrict the Blink Distribution.
Voting Agreement
At the Closing, the Company
entered into a Voting Agreement, dated as of October 9, 2026 (the “Voting Agreement”), with Phyllis W. Newhouse, the ShoulderUp
2021 Trust, and Edmund S. Nabrotzky, the Company’s Chief Executive Officer (each, a “Stockholder”), who collectively
held 245,842 shares of Common Stock as of the date of the Voting Agreement (40,931 shares, 62,047 shares and 142,864 shares, respectively),
representing approximately 10.5% of the 2,337,767 shares of Common Stock outstanding immediately prior to the Closing (or approximately
9.6% after giving effect to the 233,543 shares of Common Stock issued to BladeRanger at the Closing). Under the Voting Agreement, each
Stockholder agreed, during the period commencing on the date of the Voting Agreement and ending on the earlier of (i) the receipt of Stockholder
Approval and (ii) the termination of the Purchase Agreement in accordance with its terms (the “Expiration Time”), to appear
in person or by proxy at, or otherwise cause its shares of Common Stock (the “Shares”) to be counted as present for purposes
of establishing a quorum at, the Company’s stockholders’ meeting held to consider the proposals subject to Stockholder Approval
(or any adjournment or postponement thereof), and to vote (or execute and return written consents), or cause to be voted, all of its Shares
in favor of the proposals for Stockholder Approval, including (i) the conversion of the Series C Preferred Stock into shares of Common
Stock, (ii) the conversion of the H Capital Convertible Note, (iii) any issuances under the standby equity purchase agreement contemplated
by the Purchase Agreement requiring stockholder approval under applicable Nasdaq rules, (iv) the change of control and other stockholder
approvals required under Nasdaq Listing Rules 5635(a), (b) and (d), and (v) any reverse stock split necessary to achieve a $4.00 initial
listing bid price, and against any action that would reasonably be expected to impede, interfere with, frustrate, delay or postpone the
Stockholder Approval, result in a material breach of the Company’s obligations under the Purchase Agreement, or result in a material
breach of such Stockholder’s obligations under the Voting Agreement. Each Stockholder granted BladeRanger an irrevocable proxy to
vote its Shares in accordance with the foregoing if, and only if, such Stockholder fails to do so. The Voting Agreement contains customary
representations and warranties by the Stockholders, restrictions on the Stockholders’ transfer of their Shares unless the transferee
executes a joinder, and a waiver of appraisal and dissenters’ rights, and provides for termination upon the Expiration Time or upon
the written agreement of the Stockholders, BladeRanger and the Company. BladeRanger is an express third-party beneficiary of the Voting
Agreement. The Voting Agreement includes customary provisions regarding amendments, assignment, counterparts, severability, governing
law (Delaware) and enforcement, including specific performance.
Certificate of Designation
The description of the Certificate
of Designation of Preferences and Rights of Series C Convertible Non-Redeemable Preferred Stock (the “Certificate of Designation”)
and the terms of the Series C Preferred Stock set forth under Item 5.03 of this Current Report on Form 8-K are incorporated herein by
reference.
Prior to the execution of
the binding term sheet dated September 14, 2026, there was no material relationship between BladeRanger, on the one hand, and the Company
or any of its affiliates, directors or officers, on the other hand. Prior to the execution of the SPA Amendment and the Note Amendment,
there was no material relationship between Blink, on the one hand, and the Company or any of its affiliates, directors or officers, on
the other hand.
The foregoing descriptions
of the Original Purchase Agreement, the SPA Amendment, the Joinder Agreement, the Note Amendment, the Registration Rights Agreement and
the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents,
copies of which are incorporated by reference in this Current Report on Form 8-K or filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and
10.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On October 9, 2026, the Company
completed the Acquisition pursuant to the Purchase Agreement, and Envoy became a wholly owned subsidiary of the Company. At the Closing,
the Company acquired from BladeRanger all 135 outstanding shares of Envoy common stock in exchange for 233,543 shares of Common Stock
and 8,433,123 shares of Series C Preferred Stock. In addition, the Company will issue up to 2,166,667 Blink Conversion Shares to Blink
upon conversion of the Envoy Convertible Note following satisfaction of the Blink Conversion Conditions. The consideration was determined
through arm’s-length negotiation among the parties, and the Envoy-Side Shares were valued at the $6.00 per share Reference Price,
for an aggregate value of approximately $65.0 million. Following the Closing, the Envoy Convertible Note remains an outstanding obligation
of Envoy, subject to the Note Amendment.
Following the conversion of
the Series C Preferred Stock and the Envoy Convertible Note, BladeRanger is expected to hold a majority of the outstanding Common Stock
on an as-converted basis, subject to applicable conversion limitations and approvals. BladeRanger has the right to designate one member
of the Company’s board of directors (the “Board”) and one member of the Company’s executive management team during
the Designation Period (as defined below).
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed in
the Company’s Current Reports on Form 8-K filed with the SEC on August 12, 2026, August 18, 2026 and September 1, 2026, the Company
received (a) a staff determination from Nasdaq on August 6, 2026 (the “Initial Staff Determination”) to delist the Common
Stock from Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(2)(A) for failure to satisfy the minimum Market Value of Listed Securities (“MVLS”)
requirement of $50 million, (b) an additional staff determination on August 12, 2026 identifying the Company’s failure to maintain
the minimum market value of publicly held shares (“MVPHS”) of $15 million required under Nasdaq Listing Rule 5450(b)(2)(C)
as a further basis for delisting, and (c) an additional staff determination on August 27, 2026 identifying that the Company had not yet
filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 as an additional basis for the potential delisting of the Company’s
Common Stock from Nasdaq and, as a result of the foregoing, the Company no longer complied with the Nasdaq Listing Rules for continued listing.
The Company timely
requested a hearing before the Nasdaq Hearings Panel (the “Hearings Panel”) with respect to these prior staff
determinations and paid the applicable $20,000 hearing fee (the “Hearing”). The hearing request stayed the suspension of
the Company’s securities and the filing of a Form 25-NSE by Nasdaq with the SEC pending the issuance of a written decision by
the Hearings Panel. The Common Stock remains listed and eligible to trade on Nasdaq pending the outcome of the Hearing.
On September 15, 2026, the
Company appeared before the Hearings Panel and presented a compliance plan (the “Compliance Plan”) addressing the previously
disclosed deficiencies for failure to satisfy the minimum MVLS requirement of $50 million, the minimum MVPHS of $15 million requirement, and
the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 with the SEC.
At the hearing, the
Company requested that the Hearings Panel grant an exception permitting the transfer of the listing of the Common Stock to The
Nasdaq Capital Market, subject to the Company’s compliance with the periodic filing requirement by September 25, 2026, subject
to the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq
Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”) following the Closing, which the Compliance Plan
contemplated would occur by October 6, 2026. The Company advised the Hearings Panel that, other than the Stockholders’
Equity Requirement, the Company satisfied all other applicable quantitative requirements for continued listing on The Nasdaq Capital Market.
The Company filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 with the SEC on September 25, 2026, thereby curing
the filing deficiency. The definitive transaction documents for the Acquisition were executed and delivered
into escrow on October 6, 2026 and were released from escrow at the Closing on October 9, 2026. The Hearings Panel has not yet issued its decision.
As described under Items 1.01
and 2.01, the Closing occurred on October 9, 2026. The Closing followed the Company’s settlement of its senior secured debt and
issuance of the H Capital Convertible Note, as previously disclosed in a Current Report on Form 8-K filed with the SEC on September 16,
2026, and the settlement and release of certain accounts payable and accrued liabilities. The Company will measure the consideration transferred
at the fair value of the shares of Common Stock and Series C Preferred Stock issued on the Closing Date, which is classified within stockholders’
equity; the Envoy Convertible Note remains outstanding as a liability of Envoy and is not included in stockholders’ equity.
As a result of the
transactions described in this Current Report, the Company believes it has stockholders’ equity of at least $2.5 million as of
the date of the filing of this report. The Company awaits Nasdaq’s confirmation that the Company has evidenced compliance with
the Stockholders’ Equity Requirement and its continued compliance with all other applicable criteria for continued listing on
The Nasdaq Capital Market. The Company has provided the Hearings Panel with an
unaudited, unreviewed pro forma condensed consolidated balance sheet and financial projections demonstrating, respectively, its
compliance with the Stockholders’ Equity Requirement after giving effect to the transactions described under Items 1.01 and
2.01 of this Current Report on Form 8-K, and its ability to maintain compliance with the Stockholders’ Equity Requirement
through September 30, 2027.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth
in Items 1.01, 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. At the Closing, the Company issued
to BladeRanger 233,543 shares of Common Stock and 8,433,123 shares of Series C Preferred Stock as consideration for the shares of Envoy
acquired by the Company, having an aggregate value of approximately $52.0 million based on the Reference Price. Upon receipt of Stockholder
Approval, the shares of Series C Preferred Stock will automatically convert into an aggregate of 8,433,123 shares of Common Stock at the
initial conversion price of $6.00 per share, subject to adjustment as described under Item 5.03. In addition, upon satisfaction of the
Blink Conversion Conditions, the Company will issue 2,166,667 Blink Conversion Shares to Blink upon conversion of the Envoy Convertible
Note, and the Company may issue up to an aggregate of 2,166,667 shares of Series C Preferred Stock or Common Stock, as applicable, to
Blink upon any Forced Conversion, with any shares so issued reducing the number of Blink Conversion Shares otherwise issuable.
The shares of Common Stock
and Series C Preferred Stock issued to BladeRanger were issued without registration under the Securities Act in reliance on the exemption
provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The shares of Common Stock issuable
upon conversion of the Series C Preferred Stock will be issued in reliance on the exemption provided by Section 3(a)(9) of the Securities
Act. The Blink Conversion Shares issuable upon conversion of the Envoy Convertible Note will be issued in reliance on the exemption provided
by Section 3(a)(9) of the Securities Act. Any shares of Series C Preferred Stock or Common Stock issued to Blink upon a Forced Conversion
or upon conversion of the Envoy Convertible Note are expected to be issued in reliance on the exemption provided by Section 3(a)(9) of
the Securities Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth
in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the issuance
of the Series C Preferred Stock, the rights of the holders of Common Stock are subject to the senior liquidation preference of the Series
C Preferred Stock, the protective provisions and anti-dilution covenant described under Item 5.03, which limit the Company’s ability
to take certain actions and to issue additional equity securities without the consent of the holders of a majority of the outstanding
Series C Preferred Stock, the director designation right of BladeRanger, and the dilution that will result from the conversion of the
Series C Preferred Stock and the Envoy Convertible Note.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 9, 2026, the Company
filed the Certificate of Designation with the Secretary of State of the State of Delaware, designating a series of preferred stock as
the Series C Preferred Stock pursuant to resolutions adopted by the Board on October 6, 2026. The Certificate of Designation became effective
upon filing and sets forth the rights, preferences and privileges of the Series C Preferred Stock, which are summarized below.
Stated Value; Dividends.
Each share of Series C Preferred Stock has a stated value of $6.00, subject to adjustment for stock dividends, stock splits, combinations
and similar events (the “Stated Value”). The Series C Preferred Stock is not entitled to receive or participate in any dividends
or distributions, and no dividends accrue on the Series C Preferred Stock or the shares of Common Stock issuable upon conversion thereof.
Liquidation Preference.
The Series C Preferred Stock ranks senior to the Common Stock and to any class or series of capital stock created in the future that by
its terms ranks junior to the Series C Preferred Stock, and on parity with any class or series of capital stock created in the future
that by its terms ranks on parity with the Series C Preferred Stock, with respect to distributions upon any liquidation, dissolution or
winding up of the Company. Upon any such event, each holder of Series C Preferred Stock is entitled to receive, prior and in preference
to any distribution to the holders of Common Stock and junior securities, an amount per share equal to the greater of (i) the Stated Value
and (ii) the amount that would have been payable had such share been converted into Common Stock immediately prior to such event. A change
in control, merger or consolidation of the Company, or a sale of all or substantially all of its assets, will not, in and of itself, be
deemed a liquidation, dissolution or winding up.
Voting Rights; Protective
Provisions. Until the Series C Preferred Stock is converted into Common Stock, and except as otherwise required by the General
Corporation Law of the State of Delaware, the holders of Series C Preferred Stock are not entitled to vote on matters submitted to the
holders of Common Stock. Following the date on which the Series C Preferred Stock becomes convertible, the holders of Series C Preferred
Stock are entitled to vote together with the holders of Common Stock as a single class on an as-converted basis. In addition, so long
as any shares of Series C Preferred Stock are outstanding, the Company may not, without the approval of the holders of a majority of the
then-outstanding shares of Series C Preferred Stock (the “Requisite Holders”), (i) alter or change the powers, preferences
or rights of the Series C Preferred Stock or amend the Certificate of Designation in a manner that adversely affects the Series C Preferred
Stock, (ii) amend the Company’s certificate of incorporation or bylaws, or file any certificate of designation for any series of
preferred stock, in a manner that would adversely affect the preferences, rights, privileges or powers of the Series C Preferred Stock,
whether by amendment, merger, consolidation, recapitalization, reclassification or otherwise, (iii) authorize or issue, or obligate itself
to issue, any equity security senior to, or on parity with, the Series C Preferred Stock as to dividend rights, redemption rights or liquidation
preference, or (iv) enter into any agreement with respect to any of the foregoing.
Conversion.
Effective at 5:00 p.m. Eastern Time on the first trading day following receipt of Stockholder Approval, each outstanding share of Series
C Preferred Stock will automatically convert into the number of shares of Common Stock equal to the Stated Value divided by the conversion
price then in effect, which is initially $6.00 per share (the “Conversion Price”), or one share of Common Stock for each share
of Series C Preferred Stock at the initial Conversion Price. The Conversion Price may not be reduced below $0.50 per share (the “Floor
Price”). For purposes of the Certificate of Designation, Stockholder Approval includes the approval of the proposals required under
Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d) in connection with the transactions contemplated by the Purchase Agreement, including
the conversion of the Series C Preferred Stock, the conversion of the H Capital Convertible Note, any issuances pursuant to an ELOC and
any reverse stock split necessary to achieve a $4.00 initial listing bid price. In no event will the Series C Preferred Stock convert
into Common Stock prior to receipt of Stockholder Approval or in excess of the “Maximum Number of Conversion Shares,” which,
until receipt of Stockholder Approval, is equal to 19.99% of the number of shares of Common Stock outstanding as of the date of initial
issuance of the Series C Preferred Stock (including the shares of Common Stock issued at the Closing and the shares of Common Stock issuable
upon conversion of the H Capital Convertible Note), subject to adjustment for stock splits and similar events, but not to exceed 138,000,000
shares of Common Stock. This limitation will automatically terminate upon receipt of Stockholder Approval. No fractional shares will be
issued upon conversion, and the Company will, at its election, pay cash or round up to the next whole share in lieu of any fractional
share.
Adjustments; Anti-Dilution.
The Conversion Price is subject to proportionate adjustment for stock splits, combinations, stock dividends and similar events, and the
Series C Preferred Stock is subject to customary provisions in the event of a reorganization, reclassification, merger or consolidation.
In addition, if, while any shares of Series C Preferred Stock are outstanding, the Company or any subsidiary issues or sells (or announces
the issuance or sale of) Common Stock or securities convertible into or exercisable for Common Stock at an effective price per share less
than the Conversion Price then in effect (a “Dilutive Issuance”), the Conversion Price will be reduced on a weighted-average
basis pursuant to the formula set forth in the Certificate of Designation, subject to the Floor Price. Dilutive Issuances do not include
certain “Exempt Issuances,” including (i) issuances under equity plans approved by a majority of the non-employee directors,
(ii) issuances upon the exercise or conversion of securities outstanding on the date of the Certificate of Designation that have not been
amended to increase the number of shares or reduce the exercise or conversion price, (iii) securities issued in acquisitions or strategic
transactions approved by a majority of the Company’s disinterested directors, (iv) securities issued in connection with the transactions
contemplated by the Purchase Agreement, including the H Capital Convertible Note and issuances under an ELOC on the terms contemplated
by the Purchase Agreement as of the Closing Date, and (v) securities issued for capital-raising purposes with the consent of the Requisite
Holders, provided that no issuance will constitute an Exempt Issuance to the extent it requires BladeRanger’s prior written consent
under the Purchase Agreement and such consent has not been obtained.
Anti-Dilution Covenant.
From the Closing until all outstanding shares of Series C Preferred Stock are convertible into Common Stock, the Company may not issue,
or enter into any agreement to issue, any equity or equity-linked securities (including convertible notes, warrants and options) without
the prior written consent of the Requisite Holders, other than Exempt Issuances, and without limiting BladeRanger’s consent rights
under the Purchase Agreement.
Director Designation
Right. BladeRanger has the right, but not the obligation, to designate one individual (the “Preferred Investor Designee”)
to be nominated, elected or appointed to the Board. The Certificate of Designation provides that the Board will consist of seven directors,
four of whom will be “independent” under Nasdaq listing standards, and requires the Company to take all necessary action to
cause the Preferred Investor Designee to be nominated for election or appointed to the Board promptly following the Closing. The Preferred
Investor Designee must satisfy all qualifications applicable to directors generally, satisfy applicable Nasdaq independence requirements
to the extent required for committee membership, and not be subject to specified disqualifying events. The Preferred Investor Designee
may be removed only by BladeRanger, and BladeRanger has the exclusive right to designate a replacement to fill any vacancy. These rights
continue during the Designation Period (for so long as BladeRanger and its affiliates collectively hold at least 10% of the outstanding
Common Stock on an as-converted basis) and will not terminate solely as a result of the conversion of the Series C Preferred Stock into
Common Stock.
Reservation of Shares;
Amendment; Other. The Company is required to reserve a sufficient number of authorized but unissued shares of Common Stock to
effect the conversion of all outstanding shares of Series C Preferred Stock and, if such number is insufficient, to take corporate action,
including using best efforts to obtain stockholder approval of an amendment to its certificate of incorporation, to increase its authorized
shares. The Series C Preferred Stock is not redeemable. Any provision of the Certificate of Designation may be waived by the Requisite
Holders, and the Certificate of Designation may be amended only with the written consent of the Requisite Holders and the Company. Shares
of Series C Preferred Stock that are converted or otherwise acquired by the Company will be retired and may not be reissued as Series
C Preferred Stock.
The foregoing description
of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the
Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 12, 2026, the Company
issued a press release announcing the completion of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in this Item
7.01 (including Exhibit 99.1) is being furnished pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information for Stockholders
In connection with the proposed
transactions, the Company intends to file a proxy statement with the SEC. The Company also plans to file other documents with the SEC
regarding the proposed transactions. After the proxy statement has been cleared by the SEC, a definitive proxy statement will be filed
with the SEC and mailed to the stockholders of record of the Company. The Board will set the record date prior to mailing the definitive
proxy statement. STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders will be able to obtain free copies
of the proxy statement and other documents containing important information about the Company once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
The Company and its executive
officers, directors, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation
of proxies from the Company’s stockholders with respect to the proposed transactions. Information regarding the executive officers
and directors of the Company is set forth in the Company’s definitive proxy statement for the Company’s 2026 annual meeting
of stockholders filed with the SEC on April 17, 2026 and in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025 filed with the SEC on March 11, 2026. More detailed information regarding the identity of potential participants, and their direct
or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with
the SEC in connection with the transactions contemplated by the Purchase Agreement.
No Offer or Solicitation
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
proposed transactions and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical facts included in this report that address activities, events or developments that we expect, believe or
anticipate will or may occur in the future are forward-looking statements. Examples of these forward-looking statements include statements
concerning the Acquisition and the anticipated benefits thereof, the receipt of Stockholder Approval, the conversion of the Series C Preferred
Stock and the Envoy Convertible Note, the Blink Distribution, the filing and effectiveness of registration statements, the integration
of Envoy’s business, the Company’s stockholders’ equity and its ability to regain and maintain compliance with Nasdaq’s
continued listing requirements, and the timing of completing the proposed transactions. These forward-looking statements are based on
management’s current expectations and beliefs and are subject to a number of risks and uncertainties and other factors, all of which
are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from
those described in the forward-looking statements.
These risks and uncertainties
include, among others: the risk that Stockholder Approval may not be obtained on the anticipated timeline or at all; the risk that the
registration statements contemplated by the Registration Rights Agreement and the Purchase Agreement may not be filed or declared effective
on the anticipated timeline or at all, including as a result of delays in the preparation of the financial statements of Envoy required
by Rule 3-05 of Regulation S-X; the risk that the Blink Conversion Conditions may not be satisfied, that the Envoy Convertible Note may
remain outstanding, or that Blink may exercise its rights under the Envoy Convertible Note, including upon maturity or an event of default;
the dilution to existing stockholders that will result from the conversion of the Series C Preferred Stock and the Envoy Convertible Note
and from any Forced Conversion, and the fact that, following such conversions, BladeRanger is expected to hold a majority of the outstanding
Common Stock; the effect of the rights, preferences and protective provisions of the Series C Preferred Stock and the covenants in the
Purchase Agreement, including the restrictions on the Company’s ability to issue additional equity securities and the Company’s
obligations to fund Envoy’s operations; the risk that Nasdaq may not accept the Company’s evidence of compliance with its
stockholders’ equity requirement or that the Company may be unable to regain or maintain compliance with Nasdaq’s continued
listing requirements; the risk that the Company may not successfully integrate Envoy’s business or realize the anticipated benefits
of the Acquisition; the risk that the Acquisition and the related transactions, and the announcement of the same, could have an adverse
effect on the ability of the Company to retain and hire key personnel and maintain relationships with partners, suppliers, customers,
employees, stockholders and other business relationships and on its operating results and business generally; the risk that the transactions
could divert the attention and time of the Company’s management; the risk of any unexpected costs or expenses resulting from the
transactions; the risk of any litigation relating thereto; the risk that additional financing may not be available on acceptable terms
or at all; the uncertainties and variables inherent in business, operating and financial performance; our ability to continue as a going
concern; and other factors discussed in the “Risk Factors” section of our most recent periodic reports filed with the SEC,
all of which you may obtain for free on the SEC’s website at www.sec.gov.
Although we believe that the
expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently
made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds
Acquired.
The financial statements of
Envoy required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days
after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information
required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after
the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 3.1* |
|
Certificate of Designation of Preferences and Rights of Series C Convertible Non-Redeemable Preferred Stock of CID HoldCo, Inc., filed with the Secretary of State of the State of Delaware on October 9, 2026. |
| 10.1** |
|
Securities Purchase Agreement, dated as of September 25, 2026, by and among CID HoldCo, Inc., BladeRanger Ltd. and Envoy Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2026). |
| 10.2 |
|
First Amendment to Securities Purchase Agreement, dated as of October 9, 2026, by and among CID HoldCo, Inc., BladeRanger Ltd., Envoy Technologies, Inc. and, solely with respect to the provisions expressly applicable to it, Blink Charging Co. |
| 10.3 |
|
Limited Joinder and Acknowledgement Agreement, dated as of October 9, 2026, executed by Blink Charging Co. and acknowledged and accepted by CID HoldCo, Inc., BladeRanger Ltd. and Envoy Technologies, Inc. |
| 10.4 |
|
First Amendment to Convertible Promissory Note, dated as of October 9, 2026, by and among Envoy Technologies, Inc., Blink Charging Co., CID HoldCo, Inc. and, solely with respect to the provisions expressly applicable to it, BladeRanger Ltd. |
| 10.5* |
|
Registration Rights Agreement, dated as of October 9, 2026, by and among CID HoldCo, Inc., BladeRanger Ltd. and each of the investors identified on Annex A thereto. |
| 10.6* |
|
Form of Voting Agreement, dated as of October 9, 2026, by and among CID HoldCo, Inc. and the stockholders listed on Exhibit A thereto. |
| 99.1 |
|
Press Release, dated October 12, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain identified information has been excluded from the exhibit
pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K. |
| ** | Certain exhibits and schedules to this Exhibit have been omitted
in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule
to the U.S. Securities and Exchange Commission upon its request; however, the Company may request confidential treatment of omitted items. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
CID HoldCo, Inc. |
| |
|
|
| Date: October 13, 2026 |
By: |
/s/ Edmund Nabrotzky |
| |
|
Edmund Nabrotzky |
| |
|
Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Dot Ai Completes $65 Million All-Stock Acquisition
of Envoy Technologies
| ● | Adds an established, revenue-generating electric vehicle carsharing business serving residential communities, hotels and resorts
across the United States |
| |
● |
Positions Dot Ai to support Envoy’s growth while extending its asset-intelligence technology into shared mobility |
WILMINGTON, DELAWARE, OCTOBER 12, 2026 – CID HoldCo, Inc.,
doing business as Dot Ai (Nasdaq: DAIC) (“Dot Ai” or the “Company”), today announced that it has completed the
acquisition of Envoy Technologies, Inc. (“Envoy”) from BladeRanger Ltd. (TASE: BLRN) in an all-stock transaction valued at
approximately $65 million, based on an agreed reference price of $6.00 per share of Dot Ai common stock. The transaction also involved
Blink Charging Co. (Nasdaq: BLNK), the holder of an outstanding convertible note issued by Envoy.
With the acquisition complete, Dot Ai now owns an established, revenue-generating
business with an existing customer base and vehicles operating across the United States. Envoy offers all-electric carsharing as an on-site
amenity at residential communities, hotels, resorts and campus properties across the United States. Residents and guests reserve vehicles
by the hour or day through the Envoy app, while Envoy handles insurance, maintenance and day-to-day operations. Property owners gain a
new amenity and a potential new revenue stream without buying or managing vehicles themselves.
“Dot Ai has spent years building technology around the movement
and intelligence of physical assets,” said Edmund S. Nabrotzky, Chief Executive Officer of Dot Ai. “Envoy expands our reach
into shared mobility, creating new opportunities to apply Dot Ai’s asset-intelligence technology in a growing market. This closing
puts Dot Ai on a stronger foundation, addresses the stockholders’ equity requirement in front of us with Nasdaq, and gives us a
platform we can grow.”
Nasdaq Listing
Dot Ai believes that, following the acquisition, it satisfies the $2.5
million minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1).
The Company will submit evidence of compliance to the Nasdaq Hearings Panel, and its continued listing remains subject to the Panel’s
confirmation. The closing follows the Company’s settlement of its senior secured debt and new working-capital financing, both completed
in September.
Positioned to Grow
Envoy’s model has been deployed across multiple markets; the
opportunity now is scale. Dot Ai intends to focus on expanding Envoy’s fleet and property footprint – adding residential,
hospitality and campus properties in the United States and, over time, select international markets – and toward bringing Dot Ai’s
asset-intelligence technology to Envoy’s fleet, where tracking, monitoring and managing vehicles is central to the business.
“Car access is becoming part of the amenity package in the same
way residents and guests expect a gym, a pool or Wi-Fi,” said Shmulik Yannay, CEO of BladeRanger. “Envoy has been building
toward that shift for years. This transaction gives us an opportunity to put that model in front of more owners and operators and make
shared mobility a much more common part of the places people live and stay.”
“What stood out to me about Envoy is how much of the difficult
work has already been done,” said Charles Maddox, Chief Financial Officer and Chief Operating Officer of Dot Ai. “The technology
is built, customers are using it and the model has been deployed across multiple markets. The question was never whether Envoy works.
With the acquisition closed, our focus turns to funding that growth and putting Dot Ai’s technology to work across Envoy’s
fleet.”
Transaction Summary
Dot Ai acquired 100% of Envoy from BladeRanger in exchange for shares
of Dot Ai common stock and Series C Convertible Preferred Stock, valued at the $6.00 reference price. Envoy’s existing $12.5 million
convertible note, which was amended in connection with the closing, remains outstanding and will convert into Dot Ai common stock upon
satisfaction of the applicable conversion conditions, including stockholder approval and effectiveness of a resale registration statement,
subject to certain exceptions. The $65 million transaction value includes the shares issuable upon conversion of the convertible note.
Following those conversions, BladeRanger is expected to hold a majority of Dot Ai’s common stock on an as-converted basis, subject
to applicable conversion limitations and approvals. Dot Ai intends to seek stockholder approval for the issuance of common stock upon
conversion of the Series C Convertible Preferred Stock, to the extent required under applicable Nasdaq rules, and the parties have agreed
to use reasonable best efforts to obtain such approval by January 31, 2027. Such approval was not a condition to closing. The transaction
was approved by Dot Ai’s Special Committee of independent directors and its Board of Directors.
About Dot Ai (CID HoldCo, Inc.)
Dot Ai (Nasdaq: DAIC) is an ambient IoT and asset-intelligence company.
Its Industrial Bridge reader and patent-pending on-metal and wet-environment antenna technology make battery-free ambient tags readable
in industrial and outdoor conditions, and its U.S. Patent No. 11,017,189 covers the vehicle-as-reader architecture in which a moving reader
dynamically tracks moving beacons. Dot Ai serves an industrial partner ecosystem. For more information, visit https://daic.ai.
About Envoy Technologies, Inc.
Envoy is an electric vehicle fleet technology and EV-sharing company
headquartered in Culver City, California, offering all-electric carsharing as a premium amenity for residential, hospitality and campus
properties. By partnering with real estate owners and operators, Envoy transforms mobility into a premium property amenity, reducing parking
demand, cutting reliance on individual car ownership, and helping developers meet the moment on sustainability and urban planning. Envoy
is a wholly owned subsidiary of Dot Ai (Nasdaq: DAIC).
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts,
including statements regarding the anticipated benefits of the acquisition of Envoy, including, for example, the expected expansion of
the Company’s commercial operations and market presence; opportunities to introduce and integrate Dot Ai’s asset-intelligence
technology into Envoy’s existing platform and operations; the potential expansion of Envoy’s electric vehicle carsharing business
into additional residential, hospitality, campus and international markets; anticipated revenue opportunities and future growth; the Company’s
ability to successfully integrate Envoy’s business and operations; the Company’s belief regarding its stockholders’
equity and its ability to regain and maintain compliance with applicable Nasdaq listing requirements; the Company’s ability to obtain
the required stockholder approval in connection with the transaction and the anticipated conversions of the Series C preferred stock and
Envoy convertible note; and the Company’s ability to support Envoy’s operations and expansion. All forward-looking statements
are based on Dot Ai’s current expectations and beliefs concerning future developments and their potential effects on the Company.
Forward-looking statements are subject to risks and uncertainties — including the risk that required stockholder, Nasdaq, or regulatory
approvals may not be obtained, that Nasdaq may not accept the Company’s evidence of compliance with the stockholders’ equity
requirement, that the Company may not successfully integrate Envoy’s operations, that anticipated benefits and synergies of the
acquisition may not be realized, that additional financing may not be available on acceptable terms or at all, and that the Company may
be unable to regain or maintain compliance with applicable Nasdaq listing requirements — that could cause actual results to differ
materially from those expressed in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking
statements, and Dot Ai assumes no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
Important Information for Stockholders
In connection with the proposed transactions, the Company intends to
file a proxy statement with the SEC. The Company also plans to file other documents with the SEC regarding the proposed transactions.
After the proxy statement has been cleared by the SEC, a definitive proxy statement will be filed with the SEC and mailed to the stockholders
of record of the Company. The Board will set the record date prior to mailing the definitive proxy statement. STOCKHOLDERS OF THE COMPANY
ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE
PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders will be able to obtain free copies of the proxy statement and other documents
containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov.
Participants in the Solicitation
The Company and its executive officers, directors, other members of
management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders
with respect to the proposed transactions. Information regarding the executive officers and directors of the Company is set forth in the
Company’s definitive proxy statement for the Company’s 2026 annual meeting of stockholders filed with the SEC on April 17,
2026 and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 11,
2026. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities
holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the transactions
contemplated by the Purchase Agreement.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed transactions and shall not constitute an offer to
sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
# # #
