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CID HoldCo (DAIC) receives Nasdaq delisting notice and plans appeal hearing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq delisting risk: Nasdaq staff has determined to delist the company’s common stock for failing to meet the $50 million MVLS requirement, and continued listing now depends on a discretionary Hearings Panel decision.
  • Multiple Nasdaq deficiencies: The company has faced MVLS, $15 million MVPHS, and minimum bid price deficiencies, indicating sustained pressure on its market valuation and public float metrics.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
MVLS requirement $50 million Minimum Market Value of Listed Securities under Nasdaq Listing Rule 5450(b)(2)(A)
MVPHS requirement $15 million Minimum market value of publicly held shares under Nasdaq Listing Rule 5450(b)(2)(C)
Minimum bid price $1.00 per share Minimum Bid Price Requirement for continued listing on the Nasdaq Global Market
Bid-price compliance window 12 consecutive business days Closing bid price at or above $1.00 from June 8, 2026 to June 22, 2026
MVLS deadline August 4, 2026 End of 180-day period to regain MVLS and Minimum Bid Price compliance
MVPHS deadline August 10, 2026 End of 180-day period to regain MVPHS compliance
Hearing fee $20,000 Fee payable to request a hearing before the Nasdaq Hearings Panel
Hearing request deadline 4:00 p.m. Eastern Time on August 13, 2026 Latest time to submit hearing request to appeal the Staff Determination
Market Value of Listed Securities regulatory
"because the Company did not satisfy the minimum Market Value of Listed Securities"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
market value of publicly held shares regulatory
"had not maintained a minimum market value of publicly held shares"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
Minimum Bid Price Requirement regulatory
"which is the minimum bid price required for continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Hearings Panel regulatory
"by requesting a hearing before a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Form 25-NSE regulatory
"and the filing of a Form 25-NSE with the Securities"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
strategic alternatives financial
"The company is pursuing strategic alternatives to address the deficiencies."
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Nasdaq action is CID HoldCo (DAIC) currently facing?
Nasdaq staff issued a Staff Determination on August 6, 2026 to delist CID HoldCo’s common stock for not meeting the $50 million Market Value of Listed Securities requirement under Listing Rule 5450(b)(2)(A).

Why did Nasdaq move to delist CID HoldCo (DAIC) shares?
Nasdaq determined that CID HoldCo did not meet the $50 million Market Value of Listed Securities (MVLS) threshold. Earlier notices also cited a $15 million MVPHS shortfall and prior failure to maintain a $1.00 minimum bid price.

Has CID HoldCo (DAIC) fixed any of its Nasdaq listing deficiencies?
Yes. By June 23, 2026, CID HoldCo had regained compliance with the $1.00 minimum bid price rule after its stock closed at or above $1.00 for 12 consecutive business days from June 8 to June 22, 2026.

What is CID HoldCo’s (DAIC) plan to respond to the Nasdaq delisting notice?
The company plans to appeal by requesting a hearing before a Nasdaq Hearings Panel, submitting the request by 4:00 p.m. Eastern Time on August 13, 2026 and paying a $20,000 hearing fee.

Will CID HoldCo (DAIC) remain listed on Nasdaq during the appeal process?
If a hearing is requested on time, the request will stay any suspension and Form 25-NSE filing, so the common stock will remain listed on Nasdaq pending the Hearings Panel’s written decision on the appeal.

What other Nasdaq requirement did CID HoldCo (DAIC) fail to meet besides MVLS?
Nasdaq previously notified CID HoldCo that its securities had not maintained the required $15 million market value of publicly held shares (MVPHS) under Listing Rule 5450(b)(2)(C), in addition to the MVLS deficiency.
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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): August 6, 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

 

*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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 6, 2026, CID HoldCo, Inc., a Delaware corporation (the “Company”), received a written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that Nasdaq’s staff had determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(2)(A) because the Company did not satisfy the minimum Market Value of Listed Securities (“MVLS”) requirement of $50 million. The notification is referred to herein as the “Staff Determination.”

 

As previously disclosed, on February 5, 2026, the Company received deficiency notices from Nasdaq indicating that (i) the MVLS of the Company’s listed securities was below $50 million required under Nasdaq Listing Rule 5450(b)(2)(A), and (ii) the closing bid price of the Common Stock had been below $1.00 per share for 30 consecutive business days, which is the minimum bid price required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On February 10, 2026, the Company received an additional deficiency notice from Nasdaq indicating that the Company’s securities had not maintained a minimum market value of publicly held shares (“MVPHS”) of $15 million required under Nasdaq Listing Rule 5450(b)(2)(C). In accordance with the applicable Nasdaq Listing Rules, the Company was given 180 calendar days to regain compliance with each requirement: until August 4, 2026 for the MVLS and Minimum Bid Price Requirements, and until August 10, 2026 for the MVPHS requirement. On June 23, 2026, Nasdaq notified the Company that it had regained compliance with the Minimum Bid Price Requirement because the closing bid price of the Common Stock had been $1.00 per share or greater for at least 12 consecutive business days from June 8, 2026 to June 22, 2026, and accordingly, the minimum bid price matter was closed. The Company, however, did not regain compliance with the MVLS requirement by the August 4, 2026 deadline, and Nasdaq subsequently issued the Staff Determination on August 6, 2026.

 

Under the Staff Determination, the Company has the right to appeal the Staff Determination by requesting a hearing before a Nasdaq Hearings Panel (the “Hearings Panel”). Any such request must be submitted by 4:00 p.m. Eastern Time on August 13, 2026, and is subject to a $20,000 hearing fee. The Company plans to file such appeal by timely requesting a hearing (the “Hearing”) before the Hearings Panel and paying the applicable fee. A Hearing request will stay the suspension of the Company’s securities and the filing of a Form 25-NSE with the Securities and Exchange Commission pending the issuance of a written decision by the Hearings Panel. The Common Stock will remain listed on Nasdaq, pending the outcome of the Hearing. There can be no assurance that the Hearings Panel will decide in the Company’s favor with respect to such appeal. The Hearings Panel’s decision will determine the future of trading of the Common Stock.

 

There can be no assurance that the Company will be granted the Hearing or that following the Hearing, the Hearings Panel will determine to continue to allow the listing of the Common Stock on Nasdaq or that the Company will be able to evidence compliance with the applicable listing criteria within the period of time, if any, that may be granted by the Hearings Panel.

 

1

 

 

Item 7.01 Regulation FD

 

On August 12, 2026, the Company issued a press release relating to the Company being informed that Nasdaq’s staff had determined to delist the Company’s Common Stock. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in this current report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
Number		   Description
99.1   Press Release dated August 12, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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: August 12, 2026 By: /s/ Edmund Nabrotzky
    Edmund Nabrotzky
    Chief Executive Officer

 

3

 

Exhibit 99.1

 

Dot Ai Announces Delisting Notice and Intention of Appeal

 

Having received a Staff Determination of delisting, the Company signals their intention to appeal as they pursue strategic alternatives to remain compliant.

 

LAS VEGAS, NV / August 12, 2026 / CID HoldCo, Inc. (Nasdaq: DAIC) (“Dot Ai” or the “Company”), an IoT and AI-based SaaS company redefining asset intelligence for industrial technology, today announced that on August 6, 2026, it received a written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that Nasdaq’s staff had determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(2)(A) because the Company did not satisfy the minimum Market Value of Listed Securities (“MVLS”) requirement of $50 million. The notification is referred to herein as the “Staff Determination”. The company is pursuing strategic alternatives to address the deficiencies.

 

As previously disclosed, on February 5, 2026, the Company received deficiency notices from Nasdaq indicating that (i) the MVLS of the Company’s listed securities was below $50 million required under Nasdaq Listing Rule 5450(b)(2)(A), and (ii) the closing bid price of the Common Stock had been below $1.00 per share for 30 consecutive business days, which is the minimum bid price required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On February 10, 2026, the Company received an additional deficiency notice from Nasdaq indicating that the Company’s securities had not maintained a minimum market value of publicly held shares (“MVPHS”) of $15 million required under Nasdaq Listing Rule 5450(b)(2)(C). In accordance with the applicable Nasdaq Listing Rules, the Company was given 180 calendar days to regain compliance with each requirement: until August 4, 2026 for the MVLS and Minimum Bid Price Requirements, and until August 10, 2026 for the MVPHS requirement. On June 23, 2026, Nasdaq notified the Company that it had regained compliance with the Minimum Bid Price Requirement because the closing bid price of the Common Stock had been $1.00 per share or greater for at least 12 consecutive business days from June 8, 2026 to June 22, 2026, and accordingly, the minimum bid price matter was closed. The Company, however, did not regain compliance with the MVLS requirement by the August 4, 2026 deadline, and Nasdaq subsequently issued the Staff Determination on August 6, 2026.

 

Under the Staff Determination, the Company has the right to appeal the Staff Determination by requesting a hearing before a Nasdaq Hearings Panel (the “Hearings Panel”). Any such request must be submitted by 4:00 p.m. Eastern Time on August 13, 2026, and is subject to a $20,000 hearing fee. The Company plans to file such appeal by timely requesting a hearing (the “Hearing”) before the Hearings Panel and paying the applicable fee. A Hearing request will stay the suspension of the Company’s securities and the filing of a Form 25-NSE with the Securities and Exchange Commission pending the issuance of a written decision by the Hearings Panel. The Common Stock will remain listed on Nasdaq, pending the outcome of the Hearing. There can be no assurance that the Hearings Panel will decide in the Company’s favor with respect to such appeal. The Hearings Panel’s decision will determine the future of trading of the Common Stock.

 

There can be no assurance that the Company will be granted the Hearing or that following the Hearing, the Hearings Panel will determine to continue to allow the listing of the Common Stock on Nasdaq or that the Company will be able to evidence compliance with the applicable listing criteria within the period of time, if any, that may be granted by the Hearings Panel.

 

 

About Dot Ai

 

Dot Ai (Nasdaq: DAIC) is an IoT and AI-based SaaS company at the forefront of Asset Intelligence technology for smart supply chain operations. Leveraging state-of-the-art AI engines, cutting-edge 5G RF and BLE technology, and seamless cloud integrations, Dot Ai offers real-time asset visibility and predictive analytics that integrate with existing infrastructure. The Company serves multiple industries including aviation, construction, delivery, military, mining, retail, seaports, medical logistics, warehousing, and manufacturing. For more information, please visit daic.ai.

 

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.

 

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 Company’s review of strategic alternatives, intent regarding a Hearing and the outcome of the Hearing, if any, and the Company’s ability to regain compliance with Nasdaq continued listing requirements. 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 the Company may not be granted a Hearing by Nasdaq or, if granted, that the Company will not be successful in its appeal or the Company may have additional Nasdaq listing deficiencies — 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.

 

Investor Relations Contact:

 

Charlie Maddox

CFO

charlie@daic.ai

 

 

Source: View Original Filing on SEC EDGAR

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