What is the 100,000,000 share Nasdaq 20% Proposal for CID HoldCo (DAIC)?

The Nasdaq 20% Proposal authorizes potential issuance of up to 100,000,000 shares of common stock, or convertible/exercisable equivalents, in one or more non‑public financings. This amount may exceed 20% of the pre‑transaction outstanding shares, aligning with Nasdaq Listing Rules 5635(b) and 5635(d).

CID HoldCo (NASDAQ: DAIC) investors back reverse split and 100M-share issuance plans

Q: How many CID HoldCo (DAIC) shares were eligible and represented for the vote?

As of the March 23, 2026 record date, 29,293,322 common shares were outstanding and entitled to vote. At the virtual annual meeting, 17,634,353 shares were represented in person (virtually) or by proxy, which the company states constituted a quorum for conducting business.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CID HoldCo, Inc. reported results of its 2026 annual stockholder meeting, where all proposals passed. Stockholders authorized the board to implement a reverse stock split at a ratio between 1:10 and 1:25 and approved several Nasdaq-related financing proposals that allow issuing shares and warrants above 20% of current outstanding stock.

They also approved potential issuance of up to 100,000,000 shares of common stock (or equivalents) in future non‑public financings and increased the 2024 Equity Incentive Plan reserve to 19,959,853 shares. All director, auditor ratification, and loan-related conversion proposals received majority support.

Positive

None.

Negative

Approval for large potential dilution: Stockholders authorized the potential issuance of up to 100,000,000 shares of common stock (or equivalents) in non‑public financings, plus significant equity issuance tied to multiple Nasdaq financing proposals and an increased 19,959,853‑share incentive plan, all relative to 29,293,322 shares outstanding as of the record date.

Insights

Stockholders cleared multiple paths for large future share issuance.

CID HoldCo received stockholder approval for broad capital actions: a reverse split between 1:10 and 1:25, multiple Nasdaq financing proposals tied to equity lines and convertible instruments, and authority to issue up to 100,000,000 additional common shares in non‑public deals.

These approvals sit alongside an increase in the 2024 Equity Incentive Plan to 19,959,853 shares, expanding capacity for stock‑based compensation. The figures are substantial compared with 29,293,322 common shares outstanding as of the record date, so any future use could meaningfully change the share count and ownership mix.

The filings also reference the J.J. Astor Loan, including a proposal allowing conversion of the remaining senior convertible note balance without an exchange cap if a default occurs. Future company decisions on reverse split implementation, financing drawdowns and any loan default will determine how much of this authorized capacity is actually used.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 29,293,322 shares Shares represented at meeting: 17,634,353 shares Reverse split range: 1:10 to 1:25 +4 more

7 metrics

Shares outstanding on record date 29,293,322 shares Common stock outstanding and entitled to vote as of March 23, 2026

Shares represented at meeting 17,634,353 shares Common stock represented in person (virtually) or by proxy at 2026 annual meeting

Reverse split range 1:10 to 1:25 Board-authorized reverse stock split ratio range for common stock

Nasdaq 20% Proposal capacity 100,000,000 shares Maximum potential common shares or equivalents for future non-public financings

Equity Incentive Plan pool 19,959,853 shares Total shares available under 2024 Equity Incentive Plan after amendment

Proposal 3 votes for 16,513,265 votes Votes in favor of reverse stock split amendment

Proposal 6 votes for 11,415,164 votes Votes in favor of Nasdaq 20% Proposal

Key Terms

reverse stock splits, equity line of credit, senior secured convertible promissory note, Nasdaq Listing Rules 5635(b) and 5635(d), +1 more

5 terms

reverse stock splits financial

"to effect one or more reverse stock splits of the Common Stock by a ratio of not less than one-for-ten (1:10) and not more than one-for-twenty-five (1:25)"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

equity line of credit financial

"including a common stock purchase agreement establishing an equity line of credit, a note purchase agreement and related senior secured convertible promissory note"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

senior secured convertible promissory note financial

"a note purchase agreement and related senior secured convertible promissory note, and a common stock purchase warrant"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

Nasdaq Listing Rules 5635(b) and 5635(d) regulatory

"for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants"

equity incentive plan financial

"to approve an amendment to the Company's 2024 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Understanding 8-K Material Events →

05/12/2026 - 05:17 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

CID HoldCo, Inc.

(Exact Name of Registrant as Specified in 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 $11.50 per share	DAICW	The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2026, CID HoldCo, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting was conducted virtually via live video webcast. As of the record date of March 23, 2026, there were 29,293,322 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), outstanding and entitled to vote at the Annual Meeting. 17,634,353 shares of Common Stock were represented at the Annual Meeting in person (virtually) or by proxy, constituting a quorum.

The following is a brief description of each matter voted upon at the Annual Meeting and the final results of voting on each such matter.

Proposal 1 — Election of Class I Director

Stockholders voted to elect one Class I director nominee, Phyllis Newhouse, to serve until the 2029 annual meeting of stockholders or until her successor is duly elected and qualified. Directors are elected by a plurality of the votes cast. The voting results were as follows:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Phyllis Newhouse		11,822,046		414,464		5,397,843

Based on the voting results, Phyllis Newhouse was elected as a Class I director.

Proposal 2 — Ratification of Independent Registered Public Accounting Firm

Stockholders voted to ratify the appointment of Carr, Riggs & Ingram, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting results were as follows:

Votes For		Votes Against		Votes Abstained
17,337,725		189,078		107,550