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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):
May 29, 2026 (May 25, 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,
25 of which are exercisable for one share of Common Stock at an exercise price of $287.50 per share* |
|
DAICW |
|
The Nasdaq Stock Market LLC |
| * | Reflects giving effect to the reverse stock split as of 4:01
p.m. Eastern Time on May 29, 2026 as described in the 8-K filed by CID HoldCo, Inc. with the Securities and Exchange Commission on May
28, 2026. |
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 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 29, 2026, CID HoldCo, Inc. (the “Company”)
completed the third closing (the “Second Required Subsequent Closing”) under that certain Note Purchase Agreement, dated April
17, 2026, by and between the Company and White Lion Capital, LLC, a Nevada limited liability company (the “Holder”), as amended
by that certain Side Letter Agreement, dated May 7, 2026, by and between the Company and the Holder (collectively, the “Note Purchase
Agreement”). In connection with the Second Required Subsequent Closing, the Company issued to the Holder a senior secured convertible
promissory note (the “Note”) in the face amount of $287,500 for cash proceeds of $230,000, reflecting a 20% original issue
discount, pursuant to the terms of the Note Purchase Agreement. Pursuant to the Note Purchase Agreement, the proceeds from the Second
Required Subsequent Closing are required to be applied to make the Company’s scheduled monthly payments under the senior secured
convertible note issued by the Company to J.J. Astor & Co. pursuant to that certain Loan Agreement, dated December 4, 2025.
The Note bears interest at 8% per annum, and the interest
for the first six months accrues immediately and is guaranteed. The Note matures on the six-month anniversary of the issue date.
The Note is convertible, at the option of the Holder, into
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a variable conversion price
equal to 80% of the lowest daily volume-weighted average price of the Common Stock during the fifteen trading day period ending on the
latest complete trading day prior to the applicable conversion date.
In no event shall the Holder be entitled to convert any portion
of the Note to the extent that such conversion would result in the Holder and its affiliates beneficially owning in excess of 4.99% of
the outstanding shares of Common Stock, provided that the Holder may increase the ownership limitation up to 9.99% upon sixty-one days’
prior written notice to the Company.
The Note is a second senior secured obligation of the Company,
secured by all of the assets and personal property of every kind, including intellectual property, claims, products and proceeds of the
Company. The Note is subject to a second priority lien on the collateral, behind the first priority lien held by J.J. Astor & Co.
pursuant to that certain Loan Agreement, dated December 4, 2025.
The Note contains customary events of default, including,
among others, failure to pay principal or interest when due, failure to honor conversion obligations, breach of covenants or representations
and warranties under the Note or certain other transaction documents, appointment of a receiver or trustee, bankruptcy proceedings, delisting
of the Common Stock from Nasdaq, failure to comply with reporting requirements under the Securities Exchange Act of 1934, as amended,
and cross-defaults with other agreements between the parties. Upon an event of default, the Note becomes immediately due and payable,
and the Holder may, at its option, convert the Note at a default conversion price of $0.01 per share.
The Company may prepay the Note at any time without the prior
written consent of the Holder for an amount equal to the original principal amount (or the default amount, as applicable), less all payments
previously made, plus accrued and unpaid interest (including guaranteed interest), plus all other amounts, costs, expenses, and liquidated
damages due under the Note.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 of this Current Report
on Form 8-K is incorporated herein by reference.
As described in Item 2.03 above, on May 29, 2026, the Company
issued the Note to the Holder with an original principal amount of $287,500. The Note is convertible into shares of Common Stock in accordance
with its terms, as described above.
The Note and securities issued in connection with the Second
Required Subsequent Closing were not registered under the Securities Act and were issued in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, or Regulation D promulgated thereunder as a transaction by an issuer
not involving any public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2026, in connection with the
ongoing exploration of the Company’s financing opportunities, and following approval by the Board, the Company’s Chief
Executive Officer, Edmund Nabrotzky, Chief Financial Officer, Charles Maddox, and Vijayan Nambiar, Chief Technology Officer have
voluntarily agreed to reduce payment of their salaries during this period to the minimum amounts required to be paid under
applicable state law, with the Company’s Chief Revenue Officer having voluntarily agreed to reduce payment of 50% of her
salary during this period, which period may be extended by mutual agreement of the parties. Additionally, Messrs. Nabrotzky, Maddox
and Nambiar and Mrs. Rochester, have agreed to defer their base salaries during this period. On May 25, 2026, the Company’s
Chief Executive Officer, Chief Financial Officer and Chief Technology Officer also voluntarily agreed to defer their salaries for
the pay period commencing May 11, 2026. The Company is undertaking these compensation reductions as part of other cost-savings
efforts, which include other actions, including the furlough of the Company’s employees discussed below under Item 8.01 (Other
Events) of this Form 8-K, and other cost-reduction efforts. The Company anticipates that executive compensation will be restored to
the amounts in effect immediately prior to such reductions and to pay the deferred portion of their salaries, as applicable, at such
time as the Company is able in connection with the evaluation of its financing opportunities. In connection with these salary
deferrals, the Company entered into amendments to the employment agreements and/or offer letter for the Company’s Chief
Executive Officer, Chief Financial Officer, Chief Technology Officer and Chief Revenue Officer, respectively. The form of the
employment agreement amendment and the amendment to the Chief Revenue Officer’s offer letter, as well as the deferral
agreements entered into by the Company and the Company’s Chief Executive Officer, Chief Financial Officer, Chief Technology
Officer and Chief Revenue Officer, respectively, will be filed as exhibits to the Company’s next quarterly report on Form
10-Q.
Item 8.01 Other Events.
Effective as of May 25, 2026, the Company implemented a temporary furlough
of its employees as part of actions intended to preserve the Company’s liquidity while it evaluates its financing opportunities. During the furlough, affected employees will not perform services for the Company and will not
receive salary or wages, subject to applicable law. The Company cannot predict the duration of the furlough and may recall employees based
on operational needs and capital availability. The Company continues to maintain its executive team that have deferred their salaries
(as discussed above under Item 5.02 of this Current Report on Form 8-K) and its Chief Strategy Officer, who has also agreed to defer his
salary during the furlough period, as well as a small number of independent contractors primarily based in India to continue servicing
customers and continue its core initiatives. The Company intends to recall employees as circumstances permit; although, there are no assurances
that the furlough will not materially impact the Company’s operations while in effect, and may have a material adverse effect on
the Company’s revenues and operating results.
Cautionary Note
Regarding Forward-Looking Statements
This Current Report on Form 8-K and certain of the materials filed
herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect
management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve
known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to differ
materially from those anticipated, expressed, or implied. Forward-looking statements are generally identifiable by terms such as “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”
“intend,” “looks to,” “may,” “on condition,” “plan,” “potential,”
“predict,” “preliminary,” “project,” “see,” “should,” “target,”
“will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking
statements contain these words, or by discussion of strategy or goals or other future events, circumstances or effects. The forward-looking
statements in this Current Report on Form 8-K are made on the basis of the views and assumptions of management regarding future events
and business performance as of the date this Current Report on Form 8-K is filed with the SEC. We have based these forward-looking statements
largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we
believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not
guarantees of future performance or development. Forward-looking statements involve known and unknown risks, uncertainties and other important
factors that may cause actual events, results, performance or achievements to be materially different from those expressed or implied
by the forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith. These items
include, but are not limited to, statements regarding: our intention and ability to repay certain compensation amounts to executives or
rehire employees currently furloughed, our cash position and need to raise additional capital, difficulties we may face in obtaining access
to capital, and the dilutive impact it may have on our investors; our financial performance and ability to continue as a going concern.
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: May 29, 2026 |
By: |
/s/ Edmund Nabrotzky |
| |
|
Edmund Nabrotzky |
| |
|
President and Chief Executive Officer |
