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  4. [8-K] CID Holdco, Inc. Reports Material Event

CID HoldCo (Nasdaq: DAIC) hit with $1.06M default, faces foreclosure

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

Rhea-AI Filing Summary

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

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

Positive

  • None.

Negative

  • Nasdaq delisting risk: Failure to meet MVPHS and MVLS standards has led to multiple Nasdaq staff determinations, and the company’s continued listing now depends on a Hearings Panel decision.
  • Loan default and foreclosure expectation: A lender-issued Default Notice cites a $1,057,417.37 default, demands collateral, and the company expects foreclosure that would transfer a material portion of its operations and assets.

Insights

Analyzing...

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Nasdaq MVPHS minimum $15,000,000 Minimum Market Value of Publicly Held Shares required under Nasdaq Listing Rule 5450(b)(2)(C)
Nasdaq MVLS minimum $50 million Minimum Market Value of Listed Securities required under Nasdaq Listing Rule 5450(b)(2)(A)
Hearing fee $20,000 Fee CID HoldCo paid to request a hearing before the Nasdaq Hearings Panel
Loan default amount $1,057,417.37 Default Amount under the Loan Agreement as of August 12, 2026, including attorneys’ fees and costs
MVPHS compliance period 180 days Period until August 10, 2026 granted to regain compliance with the MVPHS rule
Collateral response deadline 5:00 p.m. Eastern Time on August 13, 2026 Deadline in Default Notice to coordinate collection of collateral before lender proceeds with remedies
Market Value of Publicly Held Shares market
"the market value of its publicly held shares (“MVPHS”) had been below the minimum"
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.
Market Value of Listed Securities market
"to delist the Common Stock from Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(2)(A)"
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.
Nasdaq Hearings Panel regulatory
"requested a hearing before the Nasdaq Hearings Panel (the “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.
Senior Secured Convertible Note financial
"evidenced by that certain Senior Secured Convertible Note dated December 4, 2025"
A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.
Pledge and Security Agreement financial
"secured by that certain Pledge and Security Agreement (the “Security Agreement”)"
foreclosure financial
"including foreclosure on the Company’s assets"
A foreclosure is a legal process in which a lender takes ownership of a property after the borrower fails to repay a mortgage, similar to a repossession of a car when payments stop. It matters to investors because foreclosures reduce the value of mortgage loans, can flood local housing markets with low-priced supply, and signal credit stress that affects banks, real estate funds and mortgage-backed securities.

FAQ

What Nasdaq listing issues does CID HoldCo, Inc. (DAIC) currently face?
CID HoldCo received staff determinations for failing Nasdaq’s $15,000,000 MVPHS and $50 million MVLS requirements. The company has requested a hearing, and its stock remains listed pending a written decision by the Nasdaq Hearings Panel.

What is the status of CID HoldCo, Inc.’s (DAIC) appeal regarding Nasdaq delisting?
CID HoldCo has requested a hearing before the Nasdaq Hearings Panel covering both staff determinations and paid a $20,000 fee. The hearing stays suspension and Form 25-NSE filing until the panel issues a written decision on continued listing.

Why did CID HoldCo, Inc. (DAIC) receive a loan Default Notice on August 12, 2026?
The Default Notice from LHT I states CID HoldCo failed to make required Minimum Monthly Installment Payments beginning January 2026 and cites the Nasdaq staff delisting determination, alleging breaches of specified Note sections under the Loan Agreement.

How much does CID HoldCo, Inc. (DAIC) allegedly owe under the Loan Agreement?
According to the Default Notice, the Default Amount under the Loan Agreement as of August 12, 2026 is $1,057,417.37, inclusive of attorneys’ fees and costs, and the lender has demanded assembly of all collateral under the security agreement.

What foreclosure risk does CID HoldCo, Inc. (DAIC) disclose from its secured lender?
The lender has indicated it may exercise all rights and remedies, including foreclosure on the company’s assets. CID HoldCo states it expects foreclosure, which would result in transfer of a material portion of its operations and assets to the lender or its designee.

Who currently holds CID HoldCo, Inc.’s (DAIC) Senior Secured Convertible Note?
LHT I, LLC, an affiliate of Phillips Equities & Trust, LLC, holds the Senior Secured Convertible Note. It acquired all rights under the Note, Loan Agreement, and related transaction documents from J.J. Astor & Co. under a June 22, 2026 assignment agreement.

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Understanding 8-K Material Events →
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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 12, 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 12, 2026, CID HoldCo, Inc., a Delaware corporation (the “Company”), received a written notification (the “Additional Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) identifying an additional basis for the potential delisting of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq.

 

As set forth in the Additional Staff Determination, on February 10, 2026, Nasdaq’s staff notified the Company that for the previous consecutive 30 trading days, the market value of its publicly held shares (“MVPHS”) had been below the minimum $15,000,000 required for continued listing on The Nasdaq Global Market as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company was provided 180 calendar days, or until August 10, 2026, to regain compliance with the MVPHS Rule. The Company did not regain compliance with the MVPHS Rule by the August 10, 2026 deadline. Accordingly, Nasdaq determined that this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

 

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2026, on August 6, 2026, the Company received a staff determination from Nasdaq (the “Initial Staff Determination”) to delist the Common Stock from Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(2)(A) for failure to satisfy the minimum Market Value of Listed Securities (“MVLS”) requirement of $50 million.

 

The Company timely requested a hearing before the Nasdaq Hearings Panel (the “Hearings Panel”) with respect to the Initial Staff Determination and the Additional Staff Determination and paid the applicable $20,000 hearing fee (the “Hearing”). The hearing request stayed the suspension of the Company’s securities and the filing of a Form 25-NSE with the Securities and Exchange Commission pending the issuance of a written decision by the Hearings Panel. The Common Stock remains listed on Nasdaq pending the outcome of the Hearing.

 

The Additional Staff Determination provides that the Hearings Panel will consider this additional deficiency in their decision regarding the Company’s continued listing on The Nasdaq Global Market at the Hearing. The Company intends to present its views with respect to this additional deficiency to the Hearings Panel at its Hearing.

 

The Company is continuing to pursue potential strategic alternatives to address the deficiencies.

 

There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with the applicable listing criteria within any period of time that may be granted by the Hearings Panel. There can be no assurance that the Hearings Panel will decide in the Company’s favor with respect to the Initial Staff Determination, the Additional Staff Determination, or any other matter. The Hearings Panel’s decision will determine the future of trading of the Common Stock on Nasdaq.

 

1

 

 

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2026, CID HoldCo, Inc. (the “Company”) entered into that certain Loan Agreement dated December 4, 2025, including all associated Transaction Documents (the “Loan Agreement”), with J.J. Astor & Co. The obligations under the Loan Agreement are evidenced by that certain Senior Secured Convertible Note dated December 4, 2025 (the “Note”), which is secured by that certain Pledge and Security Agreement (the “Security Agreement”). Pursuant to that certain Note Purchase and Assignment Agreement dated June 22, 2026, by and between J.J. Astor & Co., as seller, and LHT I, LLC, an affiliate of Phillips Equities & Trust, LLC, as buyer (the “Assignment Agreement”), J.J. Astor & Co. sold, assigned, transferred, and conveyed to LHT I, LLC (“LHT I”) all of its right, title, and interest in and to the Note, the Loan Agreement, and the related Transaction Documents, including all obligations, liens, security interests, and collateral rights arising thereunder.

 

On August 12, 2026, the Company received a Notice of Default and Demand to Assemble Collateral (the “Default Notice”) from counsel to LHT I. The Default Notice states that, as a result of the Company’s numerous failures to make the required Minimum Monthly Installment Payments beginning in January 2026, coupled with the staff determination of delisting made by Nasdaq effective August 6, 2026, the Company is in default of its obligations under the Loan Agreement. Specifically, LHT I alleges that the Company is in breach of Sections 5(a)(i) and 5(a)(v) of the Note.

 

According to the Default Notice, as of August 12, 2026, the Default Amount owed under the Loan Agreement is $1,057,417.37, inclusive of attorneys’ fees and costs.

 

Pursuant to Section 4.5 of the Security Agreement, LHT I has demanded that the Company immediately assemble all Collateral (as defined in the Security Agreement) and make it available to LHT I or its representative. The Default Notice further stated that if the Company failed to respond or coordinate collection of the Collateral by 5:00 p.m. Eastern Time on August 13, 2026, LHT I would proceed to exercise all rights and remedies cumulatively available to it under the Loan Agreement and applicable law, including foreclosure on the Company’s assets.

 

The Company expects the LHT I to proceed with foreclosure on the Company’s assets, which will result in the transfer of a material portion of the Company’s operations and assets.

 

2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including statements regarding the Hearing and the outcome of the Hearing, if any, the Company’s pursuit of potential strategic alternatives and the Company’s ability to regain compliance with Nasdaq continued listing requirements, and LHT I’s intend to proceed with foreclosure. All forward-looking statements are based on the Company’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 successful in its appeal before the Hearings Panel, that the Hearings Panel may not continue the listing of the Common Stock, that additional deficiencies could arise, that the Company may not regain compliance with applicable listing standards, and that the Company’s lenders may exercise remedies including foreclosure on the Company’s assets, which 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.

 

3

 

 

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 18, 2026 By: /s/ Edmund Nabrotzky
    Edmund Nabrotzky
    Chief Executive Officer

 

4

 

Source: View Original Filing on SEC EDGAR

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