CID HoldCo, Inc. filings document Dot Ai's public-company reporting as an IoT and AI-based SaaS business with Nasdaq-listed common stock and warrants. The record includes 8-K reports on operating results, material financing agreements, executive loans, convertible notes, warrants, registration rights, listing-compliance notices and board changes.
Registration statements and proxy materials describe securities offered or registered by the company, stockholder voting matters, director elections, auditor ratification, charter amendments, emerging growth company status, governance structure, risk factors and capital-structure disclosures tied to its asset-intelligence platform and commercial operations.
CID Holdco, Inc. amended its quarterly report for the quarter ended June 30, 2026, solely to correct a cover-page checkbox that had erroneously indicated it had not filed all required reports during the preceding 12 months. The amendment leaves the financial statements and other disclosures unchanged and adds new Section 302 certifications from Edmund Nabrotzky, Chief Executive Officer, and Charles Maddox, Chief Financial and Accounting Officer. The cover reports 2,337,767 common shares issued and outstanding as of September 24, 2026.
CID Holdco, Inc. (DAIC) agreed to acquire 100% of Envoy Technologies, Inc.’s outstanding capital stock, with closing targeted for October 6, 2026, subject to closing conditions. At closing, subject to the Purchase Agreement’s terms and conditions, CID Holdco will issue an aggregate 10,833,333 shares valued at $65,000,000 using a $6.00-per-share reference price. The consideration includes 233,543 common shares and 8,433,123 Series C preferred shares for BladeRanger, plus 2,166,667 Series C preferred shares for the Envoy noteholder, subject to the noteholder’s joinder and conversion of its note.
The Series C shares are non-voting except for protective provisions and convertible one-for-one into common stock, subject before stockholder approval to a 19.99% beneficial ownership limit that includes shares issuable upon conversion of the H Capital Note and shares issued to BladeRanger at closing. Stockholder approval is not a closing condition; the parties will use reasonable best efforts to obtain it by January 31, 2027, after which outstanding Series C shares automatically convert one-for-one. Until approval, if CID Holdco receives aggregate gross proceeds above $2.0 million from capital-raising transactions, it must provide the excess, net of specified costs, to Envoy for operations and expansion.
CID Holdco, Inc. (DAIC) reported second-quarter revenue of $12,398 versus $126,833 a year earlier and a net loss of $3,770,873 versus $28,859,203. The prior-year quarter included a $17,980,118 loss from the change in fair value of SAFE notes. Six-month revenue was $24,612 versus $479,331, and net cash used in operating activities was $1,706,742.
At June 30, 2026, cash was $456,069 and the working capital deficit was $9,475,752. Management said these conditions raise substantial doubt about the company’s ability to continue as a going concern. A temporary employee furlough and manufacturing suspension began May 25, 2026; the company said it intends to resume operations as liquidity and operating circumstances permit.
Nasdaq issued delisting determinations citing the $50 million minimum market value of listed securities threshold, the $15 million minimum market value of publicly held shares threshold and a delinquent quarterly report; DAIC remained listed pending the panel’s written decision after a September 15, 2026 hearing. A binding September 14, 2026 term sheet proposes acquiring 100% of Envoy Technologies, with closing targeted for October 6, 2026 subject to conditions and closing consideration stated as shares equal to an aggregate of 10,833,333 shares of Common Stock.
CID HoldCo, Inc. (DAIC) entered into several significant financing and strategic transactions, including issuing a $550,000 unsecured convertible note to H Capital Ventures bearing 8% interest with a conversion price based on the lower of $1.50 or 90% of 10‑day VWAP, subject to a $0.50 floor and ownership caps.
The company signed a binding term sheet to acquire 100% of Envoy Technologies, Inc., issuing the equivalent of 10,833,333 shares of common stock, or about 67.3% of a projected 15,986,606 fully diluted post‑closing capitalization, mainly via new Series C Convertible Preferred Stock to BladeRanger and Blink Charging Co. A settlement with LHT I, LLC converts about $1.09 million of debt and related amounts into 2,815,506 shares at $0.386 per share and releases all related liens and claims.
The company also appeared before a Nasdaq Hearings Panel to present a compliance plan regarding previously disclosed deficiencies in market value listing standards and a delayed Form 10‑Q, and states that there is no assurance its request for continued listing will be granted, leaving a meaningful risk of Nasdaq delisting.
CID HoldCo, Inc. (DAIC) disclosed that Nasdaq has issued an Additional Staff Determination to potentially delist its common stock because the company has not filed its Form 10-Q for the period ended June 30, 2026, leaving it non-compliant with Nasdaq’s continued listing rules.
This delinquent filing notice comes on top of earlier Nasdaq staff determinations to delist the stock for failing to meet the $50 million Market Value of Listed Securities requirement and the $15 million market value of publicly held shares requirement. CID HoldCo has already requested a hearing before the Nasdaq Hearings Panel and paid a $20,000 fee, which currently stays any suspension and Form 25-NSE filing. Because it is already before the panel, the company has until September 3, 2026 to request an extended stay and plans to present its plan to complete the delinquent 10-Q. The company cautions there is no assurance it will obtain an extended stay, complete the filing within any granted period, or secure a favorable decision, so the panel’s ruling will determine the future of trading of its common stock on Nasdaq.
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.
CID HoldCo, Inc. (DAIC) notified that it will file its Quarterly Report for the three months ended June 30, 2026 late under Rule 12b-25. Management cites the ongoing process following a Nasdaq staff determination to delist the company’s common stock and related strategic review as reasons for the delay.
The company is appealing the Nasdaq staff determination and pursuing strategic alternatives to address listing deficiencies, and expects to submit the delayed Form 10‑Q within five calendar days of the original due date.
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.
CID HoldCo, Inc. (Dot Ai) agreed to a strategic financing with certain investors for up to $6.0 million of convertible preferred stock, split between $2.0 million of Series AA Convertible Non-Redeemable Preferred Stock and $4.0 million of Series B Convertible Preferred Stock, funded in two closings. The Series B proceeds go into a Restricted Account, with $1.0 million releasable after a resale registration becomes effective, $2.0 million after stockholder approval, and $1.0 million after additional trading price and volume conditions are met. The financing is part of plans to strengthen liquidity, support compliance with Nasdaq market value thresholds, and advance a previously announced strategic alternatives review.
The Company created three new preferred series. Series AA converts to common at $1.00 per share, is non-redeemable, and has a 4,000,000-share Maximum Number of Conversion Shares plus the right for its majority holders to designate one director while at least 15% of the original issuance is held. Series B is non-voting and converts dollar-for-dollar into Series AAA, which converts to common at $0.0901185708 per share, subject to a 4.99% Beneficial Ownership Limitation and board majority designation rights at specified ownership levels. A special board committee will evaluate a possible sale of certain operating assets under an existing letter of intent, and stockholders are expected to vote on conversion share issuance, a reverse split, director nominees, and any required asset-sale approvals. Joseph Risico is to be appointed as a director and Ryan Daiss as President under a performance- and severance-based employment agreement.