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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): July 22, 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 1.01. Entry into a Material
Definitive Agreement.
Securities
Purchase Agreement
On
July 22, 2026, CID HoldCo, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with certain investors (collectively, the “Investors”), pursuant to which the Company agreed
to issue and sell, and the Investors agreed to purchase, for an aggregate purchase price of $6,000,000, (i) 400,000 shares of the Company’s
Series AA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share (“Series AA Preferred Stock”) for an aggregate
purchase price of $2,000,000 (the “Series AA Purchase Price”), and (ii) 800,000 shares of the Company’s Series B Convertible
Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) for an aggregate purchase price of $4,000,000 (the
“Series B Purchase Price”).
In
connection with the Purchase Agreement, the Company has authorized, or agreed to authorize, the following three new series of preferred
stock: (i) the Series AA Preferred Stock, (ii) the Series AAA Convertible Non-Redeemable Preferred Stock (“Series AAA Preferred
Stock”), and (iii) the Series B Preferred Stock (together with the Series AA Preferred Stock and Series AAA Preferred Stock, the
“Preferred Stock”) pursuant to separate Certificates of Designation (collectively, the “Certificates of Designation”)
to be filed with the Secretary of State of the State of Delaware on or prior to the date of the Series AA Closing (as defined below)
or Series B Closing (as defined below), as applicable. The Certificates of Designation set forth the rights, preferences and privileges
of the Preferred Stock, including conversion rights, dividend rights, liquidation preferences, voting and director designation rights,
and anti-dilution and other adjustment provisions. As discussed in more detail under Item 5.03 of this Current Report on Form 8-K (this
“Form 8-K”), the Series B Preferred Stock is convertible into shares of Series AAA Preferred Stock, subject to receipt of
applicable stockholder approval, and each of the Series AA Preferred Stock and the Series AAA Preferred Stock are convertible into shares
of common stock of the Company, par value $0.0001 per share (the “Common Stock,” and such shares of Common Stock issuable
upon conversion of the Preferred Stock, the “Conversion Shares”). Additionally, as discussed further under Item 5.03 of this
Form 8-K, the holders of a majority of the Series AA Preferred Stock will have the right to designate a single nominee to the Company’s
Board of Directors upon the Series AA Closing and, upon the issuance of shares of Series AAA Preferred Stock upon conversion of shares
of Series B Preferred Stock, the holders of a majority of the Series AAA Preferred Stock will have the right to designate a majority
of the then-current members of the Board of Directors of the Company (which will include the director designated by the holders of the
Series AA Preferred Stock), and in any event no less than three (3) additional individuals (the date that such majority appointment becomes
effective, the “Board Transition Date”). The description of the Certificates of Designation and the terms of each of the
Series AA Preferred Stock, Series B Preferred Stock and Series AAA Preferred Stock are more fully described under Item 5.03 of this Current
Report on Form 8-K and are incorporated herein by reference.
Pursuant
to the Purchase Agreement, the closing of the sale of the Series AA Preferred Stock (the “Series AA Closing”) is expected
to occur on the next trading day (or such other date as mutually agreed by the parties) following satisfaction or waiver of the conditions
to closing set forth in the Purchase Agreement (the “Series AA Closing Date”), at which time the Investors will pay the Series
AA Purchase Price in cash to the Company in consideration for the Series AA Preferred Stock.
The closing of the sale of the Series B Preferred Stock (the “Series B Closing”) is expected to occur on the next trading
day (or such other date as mutually agreed by the parties) following satisfaction or waiver of the conditions to closing set forth in
the Purchase Agreement (the “Series B Closing Date”), at which time the Investors will pay the Series B Purchase Price in
cash in consideration for the Series B Preferred Stock, which Series B Purchase Price will be deposited into and held in a segregated
bank account (the “Restricted Account”) established pursuant to a restricted account agreement (the “Restricted Account
Agreement”). No funds may be released from the Restricted Account until the Board Transition Date except as follows: (i) $1,000,000 will be released
within one (1) Business Day after the resale registration statement registering the Conversion Shares is declared effective by the U.S.
Securities and Exchange Commission (the “Commission”); (ii) $2,000,000 shall be released within one (1) Business Day after
the Company’s receipt of the stockholder approval required under the terms of the Purchase Agreement; and (iii) $1,000,000 shall
be released if and when, in addition to satisfaction of the prior two release conditions, the following conditions are also satisfied
or waived in writing by the lead investor: (A) the closing price of the Common Stock on the principal Trading Market has been at or above
$4.00 per share for not less than five (5) consecutive Trading Days immediately preceding the proposed release date; and (B) the average
daily trading volume of the Common Stock on the principal Trading Market has been at least 300,000 shares per Trading Day over the thirty
(30) Trading Days immediately preceding the proposed release date. Upon the occurrence of a Restricted Account Trigger Event (as herein
defined), the lead Investor is entitled to designate a majority of the Board of Directors and to assume sole signatory authority over
the Restricted Account, and the lead Investor may elect to have the Company redeem all outstanding Series B Preferred Stock at the Stated
Value, payable from the Restricted Account. A Restricted Account Trigger Event is the occurrence of any of the following: (i) any release
of funds from the Restricted Account without satisfaction of the applicable Restricted Account Release Conditions (or written waiver
by the lead Investor) prior to Stockholder Approval (for the avoidance of doubt, any release of funds from the Restricted Account by
instruction of Mr. Daiss in violation of his duties under the Employment Agreement (as herein defined) shall not be a Restricted Account
Trigger Event); or (ii) any other material breach by the Company of its obligations under Article IV of the Purchase Agreement or the
Restricted Account Agreement prior to the Board Transition Date that is solely within the Company’s control (without any control
or contribution by Mr. Daiss) and for which any investor is not otherwise entitled to monetary damages under the Purchase Agreement or
any of the other documents entered into in connection with the Purchase Agreement and remains uncured for five (5) business days following
written notice from such investor.
The
Purchase Agreement includes customary representations and warranties of the Company and the Investors, and covenants and agreements of
the parties, including, among other things, (i) the Company’s agreement to obtain stockholder approval (“Stockholder Approval”)
for the issuance of the Conversion Shares, as required by the rules and regulations of the applicable trading market and applicable law,
(ii) the Company’s agreement to file and cause to become effective a registration statement covering the resale of the Conversion
Shares pursuant to a separate Registration Rights Agreement described below, (iii) limitations on the Company’s ability, prior
to the Board Transition Date to issue additional equity or debt securities (subject to specified exceptions, including permitted draws
under an existing equity line of credit), incur additional indebtedness, amend its organizational documents, or release funds from a
restricted account established for the benefit of the Investors, in each case without the lead Investor’s consent, and (iv) standstill,
integration and use of proceeds covenants. The Purchase Agreement also provides the Investors with certain participation rights with
respect to future offerings of the Company’s securities conducted during a specified “Participation Period,” including
the right to purchase up to 25% of the total amount of new securities offered for sale in such offerings, subject to the terms and conditions
set forth therein.
The
Purchase Agreement contains customary closing conditions, including (i) the accuracy, in all material respects (or in all respects to
the extent so qualified), of the parties’ representations and warranties as of the applicable closing date, (ii) compliance in
all material respects with the parties’ covenants and obligations to be performed at or prior to the applicable closing, (iii)
the absence of any judgment, order or legal proceeding enjoining or preventing the consummation of the transactions contemplated by the
Purchase Agreement, (iv) the filing of the applicable Certificates of Designation with the Secretary of State of the State of Delaware
and delivery of evidence thereof, (v) the execution and delivery of the ancillary agreements described below, (vi) the absence of any
suspension of trading or delisting (or threatened delisting) of the Company’s Common Stock by the applicable trading market, and
(vii) the absence of any “Material Adverse Effect” (as defined in the Purchase Agreement) with respect to the Company and
its subsidiaries, subject to specified exceptions.
The
Purchase Agreement includes additional covenants relating to, among other things, (i) the Company’s agreement to file and submit
to its stockholders a proxy statement on Schedule 14A seeking the Stockholder Approval, including approval of the issuance of the Conversion
Shares, approval of a reverse stock split within a specified range, the election of the director nominees specified by the lead Investor
to the Company’s Board of Directors, and, if applicable, approval of a contemplated asset sale transaction, (ii) the establishment
and delegation of authority to a special committee of the Board of Directors (the “Special Committee”) to evaluate, negotiate
and determine whether to proceed with a proposed sale of certain operating assets of the Company (the “Asset Sale”), which
Special Committee shall retain sole discretion over the evaluation, negotiation and consummation of the Asset Sale until the earlier
of the closing of the Asset Sale and any dividend or distribution in respect thereof or the 120-day anniversary of the Agreement Date,
(iii) the authorization of a contingent value right, special dividend, or other equivalent mechanism in respect of the net proceeds resulting
from the consummation of any sale or other disposition (whether by Asset Sale, stock sale, merger, or other business combination) of
any operating entity acquired or established by the Company (or its successor) within two (2) years of the Series B Closing Date to the
Company’s stockholders determined as of the date of the special meeting (excluding the Investors and their affiliates), and (iv)
the timing and scope of the Special Committee’s authority, including an “Alternative Sale Period” of thirty (30) days
during which the Special Committee may pursue alternative sale transactions if the contemplated Asset Sale is not consummated or reduced
to a definitive agreement within specified time periods. The Purchase Agreement clarifies that the Asset Sale is a separate and independent
transaction from the issuance and sale of the Preferred Stock and will not be integrated with the issuance of the Securities for purposes
of the Securities Act, applicable trading market rules or other securities laws.
The
Purchase Agreement further provides that, during a specified “Standstill” period (from the Agreement Date through the “Board
Transition Date” and, with respect to certain restrictions, for so long as the Investors hold any Closing Shares), the Company
may not, without the lead investor’s consent, issue or sell additional equity or debt securities (subject to specified exceptions,
including an existing equity line of credit and exempt issuances), incur additional indebtedness, or enter into commitments to do so,
and may not change the size of its Board of Directors, fill any vacancy in the Board of Directors (except as provided in the Purchase
Agreement), change the nature of its operations beyond what is contemplated by the Purchase Agreement and the Asset Sale, amend its certificate
of incorporation or bylaws (except as provided in the Purchase Agreement), or release funds from the Restricted Account except in strict
compliance with the Purchase Agreement and the Restricted Account Agreement.
The
Purchase Agreement is attached to this Current Report on Form 8-K to provide investors with information regarding its terms. The Purchase
Agreement is not intended to provide any other factual information about the Company, its subsidiaries or the Investors 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 the specific dates set forth therein, 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. Moreover, 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.
Additionally,
the Purchase Agreement and the transactions contemplated thereby are part of the Company’s plans to remediate and regain compliance
with the previously disclosed deficiencies in Nasdaq’s continued listing requirements to maintain a minimum market value of listed
securities (or “MVLS”) of $50,000,000 and maintain a minimum market value of publicly held shares (or “MVPHS”)
of $15.0 million within the applicable compliance dates.
In
connection with the Purchase Agreement and as conditions to the Series AA Closing, the Company agreed to enter into the following additional
definitive agreements:
Registration
Rights Agreement
Concurrently
with the Series AA Closing, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Investors. Under the Registration Rights Agreement, the Company agrees, among other things, (i) to promptly following the Series
AA Closing Date, and in any event within 30 days thereafter (the “Filing Deadline”), to file with the Commission a registration
statement on Form S-1 or Form S-3, as applicable (the “Registration Statement”), covering the resale of all Conversion Shares
and any other securities constituting “Registrable Securities” as defined in the Purchase Agreement and the Registration
Rights Agreement, subject to Commission limitations on Rule 415 shelf registrations and related “cutback” provisions, and
(ii) to use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as reasonably practicable
after filing and following receipt of Stockholder Approval, and in any event by specified deadlines, subject to certain tolling provisions
related to stale financial statements and the preparation of required pro forma and other financial information in connection with certain
transactions. 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, restrictions on the Company’s ability to file other
registration statements prior to the effectiveness of the initial Registration Statement (subject to certain exceptions for Form S-8,
existing registration statements, and exempt issuances), 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.
Voting
Agreement
Concurrently
with the Series AA Closing, the Company will enter into a Voting Agreement (the “Voting Agreement”) with certain of the Company’s
stockholders listed on Exhibit A thereto (each, a “Stockholder”).
Under the Voting Agreement, each Stockholder agrees, 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 (or any adjournments
or postponements thereof) held to consider the proposals subject to Stockholder Approval (the “Stockholders Meeting”), 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
contemplated by the Purchase Agreement 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.
The Voting Agreement contains customary representations and warranties by the Stockholders, restrictions on the Stockholders’ transfer
of their shares (subject to certain exceptions), provides for termination upon the Company’s receipt of Stockholder Approval or
upon the written agreement of the Company, the lead Investor and Stockholders holding at least a majority of the Shares, and includes
customary provisions regarding amendments, assignment, counterparts, severability, governing law and enforcement, including specific
performance.
Employment
Agreement
Concurrently
with the Series AA Closing, the Company will enter into an Employment Agreement (the “Employment Agreement”) with Ryan Daiss,
substantially in the form attached as an exhibit to the Purchase Agreement. The description of the Employment Agreement set forth in
Item 5.02 of this Form 8-K is incorporated herein by reference.
A
copy of the Purchase Agreement is attached hereto and incorporated herein by reference as Exhibit 10.1, the forms of the Certificates
of Designation of the Series AA Preferred Stock, the Series AAA Preferred Stock and the Series B Preferred Stock are attached hereto
and incorporated by reference to Exhibits A, B and C, respectively, of the Purchase Agreement, the form of Registration Rights Agreement
is attached hereto and incorporated by reference to Exhibit E to the Purchase Agreement, the form of Voting Agreement is attached hereto
and incorporated by reference to Exhibit F to the Purchase Agreement, and the form of Employment Agreement is attached hereto and incorporated
herein by reference to Exhibit G to the Purchase Agreement.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure required by this Item and included in Item 1.01, Item 5.02 and Item 5.03 of this Current Report is incorporated herein by
reference. The shares of Series AA Preferred Stock, the Series B Preferred Stock, and the Series AAA Preferred Stock issuable upon conversion
of the Series B Preferred Stock will be, and in the case of the Series AA Preferred Stock and Series AAA Preferred Stock, including the
shares of Common Stock issuable upon conversion thereof, sold without registration under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance on the exemption provided by Section 4(a)(2) or Rule 506 of Regulation D promulgated thereunder
as a transaction by an issuer not involving any public offering.
Item
3.03. Material Modifications to Rights of Security Holders.
The
disclosure required by this Item and included in Item 1.01 and Item 5.03 of this Current Report is incorporated herein by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Director
In
accordance with the Purchase Agreement, the Nominating & Corporate Governance Committee has evaluated the qualifications and independence
of Joseph Risico and recommended the Board to appoint Mr. Risico to fill the existing vacancy in Class I of the Company’s Board
of Directors promptly following the Series AA Closing.
Joseph
Risico, 52, previously served as Co-Chief Executive Officer and board director of Aterian, Inc. (formerly known as Mohawk Group
Holdings, Inc.) from July 2023 until June 2024. Prior to being appointed as Co-Chief Executive Officer, Mr. Risico served as chief legal officer
of Aterian, Inc. from February 2018 until June 2024 and Head of M&A from July 2021 until July 2023. Prior to that, Mr. Risico
held a number of legal and business positions including at AutoModality, Inc., a UAV flight control software company, where he served
as chief operating officer and general counsel from February 2017 to February 2018, Ecovative Design LLC, a
biomaterials company, where he served as general counsel and head of business development from August 2011 to
February 2017, and 3M Company, where he served as the general counsel of 3M’s corporate ventures business from May
2010 to July 2011. Mr. Risico started his legal career as a corporate associate at the law firm of Cravath, Swaine & Moore
LLP from August 2001 to June 2006. Mr. Risico holds a B.A. from New York University with concentrations in accounting and economics
and a J.D. from Columbia Law School. Mr. Risico also holds a CPA (not active).
Post-Closing
Appointment of President
In
accordance with the Purchase Agreement, the Company agreed to appoint Ryan Daiss as the President of the Company promptly following the
Series AA Closing. The Nominating & Corporate Governance Committee has evaluated the qualifications of Mr. Daiss and recommended
the Board to appoint Mr. Daiss as the President of the Company promptly following the Series AA Closing.
Ryan
Daiss, 32, has served as Managing Partner at RAD Capital since May 2024. Prior to that, Mr. Daiss served as senior analyst at
Yorkville Advisors from May 2023 to April 2024, at Viking Global Investors as an investment data analyst from January 2022 through April
2023 and in valuation, private investments, from June 2018 to January 2022 and at KPMG as an associate from August 2017 to June 2018.
Mr. Daiss holds a B.S. in Accounting from Salisbury University and a Master of Science in Business Analytics from Fairfield University.
Upon
the appointment of Mr. Daiss as President, the Company and Mr. Daiss will enter into the Employment Agreement. Under the Employment Agreement,
Mr. Daiss will serve as President of SEE ID HOLDING Corp., a wholly-owned subsidiary of the Company, for an initial term of three years,
with automatic one-year renewal terms thereafter unless either party provides timely notice of non-renewal, subject to earlier termination
in accordance with the Employment Agreement. The Employment Agreement sets forth Mr. Daiss’ duties, compensation and benefits,
including base salary, an annual performance bonus opportunity (the “Target Bonus”), participation in employee benefit plans,
reimbursement of business expenses, and eligibility for equity-based compensation. Except as required by law, no compensation benefits
or equity awards are payable to Mr. Daiss under the Employment Agreement until receipt of Stockholder Approval under the Purchase Agreement
and such payments made to Mr. Daiss as required by law will be reimbursed to the Company by the lead investor.
The
Employment Agreement includes an Executive Performance Equity Program pursuant to which Mr. Daiss is eligible to earn specified performance
awards of Company Common Stock upon achievement of defined performance milestones related to Enterprise Value, Adjusted EBITDA and the
consummation of specified strategic transactions, including a qualifying fundamental transaction. The performance awards will be automatically
granted, earned and fully vested upon the Board’s good faith determination that the applicable performance milestone has been achieved,
based on objective evidence and subject to any required stockholder or regulatory approvals. Once earned and vested, performance awards
are non-forfeitable except as required by applicable law or under any clawback policy adopted by the Company.
The
Employment Agreement provides that, if Mr. Daiss’ employment is terminated by the Company without “Cause” or by him
for “Good Reason” (each as defined therein), Mr. Daiss is entitled to specified severance benefits, including continued base
salary payments for 18 months, a prorated bonus, continued health and welfare benefits for 18 months, immediate vesting of Mr. Daiss’
initial restricted stock award, and continued eligibility, for 12 months following termination, to earn Performance Awards to the extent
the applicable Performance Milestones are achieved and are materially attributable to initiatives substantially led by Mr. Daiss prior
to termination. If Mr. Daiss’ employment is terminated by the Company without Cause or by Mr. Daiss for Good Reason within 12 months
following a “Change of Control” (as defined in the Employment Agreement), Mr. Daiss is entitled to enhanced severance benefits,
including 24 months of continued base salary, a cash payment of two times the Target Bonus (or two times the actual annual bonus calculated
as provided therein), payment of any earned but unpaid annual bonuses, immediate vesting of the initial restricted stock award, immediate
vesting of all earned Performance Awards and specified Performance Awards that become earned as a result of the Change of Control, and
continued health and welfare benefits for 24 months, in each case subject to Mr. Daiss’ execution and non-revocation of a customary
release of claims.
The
Employment Agreement also contains customary restrictive covenants, including obligations relating to confidentiality, proprietary information,
return of Company property, assignment of intellectual property rights, non-solicitation of Company employees and customers during employment
and for 12 months thereafter, and specified limitations on other business activities. The Company agrees to maintain directors’
and officers’ liability insurance covering Mr. Daiss on terms substantially comparable to those maintained for other senior executive
officers and to indemnify and advance expenses to Mr. Daiss to the fullest extent permitted by applicable law and the Company’s
governing documents. The Employment Agreement includes provisions addressing Section 409A and Section 280G of the Internal Revenue Code,
mitigation, clawback requirements, governing law, dispute resolution and other customary terms.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
Certificates of Designation for the Series AA Preferred Stock will be filed at or prior to the date of the Series AA Closing, and the
Certificates of Designation for the Series B Preferred Stock and the Series AAA Preferred Stock will be filed with the Secretary of State
of the State of Delaware upon the date of the Series B Closing.
Certificate
of Designation for the Series AA Preferred Stock
Under
the Certificate of Designation for the Series AA Preferred Stock, the Series AA Preferred Stock is convertible into shares of Common
Stock at a conversion price of $1.00 and subject to adjustment for certain dilutive events, stock splits, stock dividends, combinations,
recapitalizations and similar transactions. The Series AA Preferred Stock is non-redeemable, ranks as to dividends and liquidation as
specified therein, and provides that any shares of Series AA Preferred Stock converted, redeemed, purchased or otherwise acquired by
the Company shall be retired, canceled and revert to authorized but unissued preferred stock. The Series AA Certificate of Designation
includes, among other provisions, (i) a “Floor Price,” defined as a price equal to 20% of the “Minimum Price”
as defined in Nasdaq Listing Rule 5635 as of the date of the Purchase Agreement (subject to adjustment, but may never be less than $0.50
per share), (ii) a “Maximum Number of Conversion Shares,” which is set at 4,000,000 shares of Common Stock, subject to adjustment
for stock splits and similar events, and (iii) non-voting status except as required by applicable law or as expressly provided in the
Certificate of Designation.
Effective
as of and from the date of initial issuance of the Series AA Preferred Stock, and for so long as the Investors (or their affiliates or
permitted assignees) collectively hold at least 15% of the total shares of Series AA Preferred Stock issued at the Series AA Closing
Date, the holders holding a majority of the then outstanding shares of Series AA Preferred Stock have the right, but not the obligation,
to designate a single nominee to the Company’s Board of Directors (the “Initial Investor Designee”) to be appointed
to the Board of Directors. The Company is required to take all necessary action to cause the Initial Investor Designee to be appointed
to the Board of Directors promptly following the filing of the Certificate of Designation, including increasing the size of the Board
of Directors or seeking the resignation of existing directors as necessary to create the requisite vacancies. The Initial Investor Designee
appointment is subject to a determination as to his or her qualifications, and must satisfy applicable “independence” requirements
and other requirements applicable to members of the audit committee and compensation committee under the listing rules of The Nasdaq
Stock Market LLC and federal securities laws. The holders have the right to withdraw, recall, and replace the Initial Investor Designee
at any time, in their sole discretion. The Series AA Preferred Stock board designation rights terminate when the holders collectively
hold less than 15% of the total shares of Series AA Preferred Stock issued at the Series AA Closing Date.
Certificate
of Designation for the Series B Preferred Stock
Under
the Certificate of Designation for the Series B Preferred Stock, the Series B Preferred Stock is non-voting except as required by applicable
law or as provided in the Certificate of Designation for the Series B Preferred Stock and is solely convertible into shares of Series
AAA Preferred Stock on a dollar-for-dollar basis, subject to the receipt of stockholder approval and the satisfaction of the conditions
in the Purchase Agreement. Upon the occurrence of a Restricted Account Trigger Event (as discussed above under Item 1.01 of this Form
8-K), the holders of Series B Preferred Stock are immediately entitled to designate such number of directors as shall constitute a majority
of the then-current members of the Board of Directors, and in any event no less than three (3) individuals (collectively, the “Trigger
Event Designees”). The holders must designate a sufficient number of Trigger Event Designees to satisfy applicable independence
and committee requirements under the listing rules of the Trading Market and federal securities laws. Additionally, upon a Restricted
Account Trigger Event, the lead Investor assumes sole signatory authority over the Restricted Account, and the requisite holders may
elect to have the Company redeem all outstanding Series B Preferred Stock at the Stated Value.
The Certificate of Designation for the Series B Preferred Stock also sets forth terms relating to dividends, liquidation preferences,
redemption, conversion procedures, restricted account mechanics and other rights and priorities of the Series B Preferred Stock.
Certificate
of Designation for the Series AAA Preferred Stock
Under
the Certificate of Designation for the Series AAA Preferred Stock, the Series AAA Preferred Stock is convertible into Common Stock at
a conversion price of $0.0901185708 per share, subject to adjustment for certain events.
The Certificate of Designation for the Series AAA Preferred Stock includes definitions and provisions relating to, among other things,
a “Beneficial Ownership Limitation,” a “Maximum Number of Conversion Shares” (equal, until receipt of stockholder
approval, to 4.99% of the number of shares of Common Stock outstanding on the trading day prior to the applicable Series B closing date,
subject to adjustment for stock splits and similar events), dividend rights, liquidation preferences, junior and parity securities, the
“Floor Price,” and voting and director nomination rights of the holders of Series AAA Preferred Stock.
The Series AAA Preferred Stock is non-redeemable, and shares acquired by the Company upon conversion or otherwise are canceled and revert
to authorized but unissued preferred stock.
Effective
as of and from the date of initial issuance of the Series AAA Preferred Stock upon conversion of the Series B Shares, and for so long
as the holders collectively hold at least 15% of the total shares of Series AAA Preferred Stock issued or issuable upon conversion of
the Series B Shares issued at the Series B Closing Date, the holders holding a majority of the then outstanding shares of Series AAA
Preferred Stock have the right, but not the obligation, to designate such number of directors constituting a majority of the then-current
members of the Board of Directors of the Company, and in any event no less than three (3) additional individuals (collectively, the “Preferred
Investor Designees”), to be nominated, elected, or appointed to the Board of Directors. Each Preferred Investor Designee is subject
to a determination as to his or her qualifications, and must satisfy applicable “independence” requirements and other requirements
applicable to members of the audit committee and compensation committee under the listing rules of The Nasdaq Stock Market LLC and federal
securities laws. The foregoing rights are subject to, and must be exercised in compliance with, the listing rules of the applicable Trading
Market, including Nasdaq Listing Rule 5640, and may be proportionately reduced to remedy any non-compliance with listing requirements.
These designation rights terminate when the holders collectively hold less than 15% of the total shares of Series AAA Preferred Stock
issued or issuable upon conversion of the Series B Shares issued at the Series B Closing Date.
Item
7.01. Regulation FD Disclosure.
On
July 22, 2026, the Company issued a press release announcing the execution of the definitive agreements in respect of the Purchase Agreement
and the transactions contemplated thereby. A copy of the press release is attached to this report as Exhibit 99.1.
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
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 proposed issuance and sale of the Preferred Stock, the Asset Sale, the transactions contemplated by
the Purchase Agreement, the timing of completing the proposed transactions and the potential benefits of 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 terms, structure, benefits and costs of the issuance and sale of the Preferred Stock, the Asset Sale and the transactions
contemplated by the Purchase Agreement; the timing of such transactions and whether such transactions will be consummated at all; the
risk that the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement, 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, employees, shareholders and other business relationships and on its operating results and business
generally; the risk that the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase
Agreement could divert the attention and time of the Company’s management; the risk of any unexpected costs or expenses resulting
from the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement; the risk
of any litigation relating thereto; the uncertainties and variables inherent in business, operating and financial performance, including,
among other things, competitive developments and general economic, political, business, industry, regulatory and market conditions, future
exchange and interest rates and changes in tax and other laws, regulations, rates and policies; our ability to continue as a going concern;
our ability to maintain the listing of our Common Stock on Nasdaq; our ability to meet financial covenants with our lenders; our business
model and our technology platform; reliance on third-party online marketplaces; 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
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1* |
|
Securities Purchase Agreement dated as of July 22, 2026 by and between the Company and each of the purchasers identified on Annex A thereto. |
| 99.1 |
|
Press Release dated July 22, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
| * |
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:
July 22, 2026 |
By: |
/s/
Edmund Nabrotzky |
| |
|
Edmund
Nabrotzky |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Dot
Ai Announces Definitive Agreements for Up to
$6.0 Million Strategic Preferred Stock Investment
Definitive
agreements advance the Company’s previously announced strategic alternatives review and, upon closing, would strengthen the balance
sheet with a cash infusion of up to $6.0 million in convertible preferred stock, support continued Nasdaq compliance, and position the
Company to pursue value-creating strategic initiatives
LAS
VEGAS, NV / July 22, 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, following its previously announced review
of strategic alternatives, it has entered into a definitive securities purchase agreement with certain investors (collectively, the “Investors”)
providing for a convertible preferred stock investment of up to $6.0 million, comprising $2.0 million of Series AA Convertible Non-Redeemable
Preferred Stock and $4.0 million of Series B Convertible Non-Redeemable Preferred Stock. The securities purchase agreement also provides
that, following the closing of the Series AA Preferred Stock investment, the Company’s Board of Directors will establish a special
committee to evaluate a proposed sale of certain operating assets of the Company pursuant to a previously executed letter of intent,
as described below.
Together,
the transactions are intended to strengthen the Company’s balance sheet, support continued compliance with Nasdaq listing requirements,
and position the Company to create long-term shareholder value. Having executed definitive agreements, the Company is now focused on
satisfying the remaining closing conditions as described in part below.
“Executing
these definitive agreements is a defining milestone for Dot Ai and the culmination of our strategic alternatives review,” said
Ed Nabrotzky, Co-Founder and Chief Executive Officer of Dot Ai. “This cash infusion meaningfully strengthens our balance sheet
and supports our continued Nasdaq compliance, while allowing us to pursue value-creating initiatives ahead. I want to thank our Board,
our advisors, and our team for their work in reaching this outcome on behalf of our shareholders.”
Strategic
Preferred Stock Investment
Under
the definitive securities purchase agreement, the Investors have agreed to invest an aggregate of up to $6.0 million in convertible preferred
stock, consisting of $2.0 million of Series AA Convertible Non-Redeemable Preferred Stock and $4.0 million of Series B Convertible Non-Redeemable
Preferred Stock, funded in two closings, subject to the satisfaction of customary closing conditions. The Series B purchase price will
be deposited into and held in a segregated restricted account, with $1.0 million releasable to the Company following effectiveness of
a resale registration statement with respect to the Investors’ conversion shares, $2.0 million releasable to the Company following
receipt of stockholder approval, and $1.0 million releasable upon satisfaction of certain trading price and trading volume conditions
in addition to the foregoing conditions. The investment is expected to provide an immediate cash infusion to support general working
capital needs of the Company, the satisfaction or discharge of existing liabilities, and transaction expenses.
Proposed
Asset Sale
In
connection with the closing of the Series AA Preferred Stock investment under the securities purchase agreement, the Company’s
Board of Directors will establish a special committee with sole authority to evaluate, negotiate, and determine whether to proceed with
a proposed sale of certain operating assets of the Company pursuant to a previously executed letter of intent. The special committee
will retain this authority until the earlier of the closing of the asset sale and any dividend or distribution or the 120-day anniversary
of the date of the securities purchase agreement. Any asset sale would be a separate and independent transaction from the preferred stock
investment and, if pursued, would be subject to any approvals required under applicable law and Nasdaq rules, including, if applicable,
stockholder approval.
The
Preferred Stock does not participate in dividends or other distributions declared or paid by the Company.
Strategic
Alternatives Process
The
transactions follow the Company’s previously announced engagement of Cohen and Company Capital Markets, a division of Cohen &
Company Securities, LLC, to serve as its exclusive financial advisor in connection with its review of strategic alternatives. While the
Company has executed definitive agreements for the transactions, completion of the transactions remains subject to the satisfaction of
customary closing conditions, including the receipt of any required stockholder, Nasdaq, and regulatory consents or approvals, and the
maintenance of the Company’s listing on The Nasdaq Stock Market LLC, there can be no assurance that the transactions will be completed
on the terms described or at all, or as to the timing of any such transactions. The Company does not intend to disclose further developments
unless and until it determines that additional disclosure is appropriate or required.
Advisors
Cohen
and Company Capital Markets, a division of Cohen & Company Securities, LLC, is serving as the exclusive financial advisor for Dot
Ai on this transaction, and DLA Piper LLP (US) is serving as Dot Ai’s legal counsel. Sichenzia Ross Ference Carmel LLP is serving
as legal counsel to the investors.
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.
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 securities 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.
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 convertible preferred stock investment
and closing thereof, the proposed asset sale, the Company’s review of strategic alternatives, the anticipated use of proceeds,
the receipt of stockholder approval, continued Nasdaq listing compliance, and the Company’s positioning to pursue value-creating
strategic initiatives. 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 closing conditions may not be satisfied,
and that the transactions may not be completed on the terms described or at all — 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:
Lucas
A. Zimmerman & Ian Scargill
MZ
Group - MZ North America
(262)
357-2918
DAIC@mzgroup.us
www.mzgroup.us
