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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):
May 27, 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 $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 3.03 Material Modification to Rights of Security Holders.
The board of directors (“Board”) of CID HoldCo, Inc., a
Delaware corporation (the “Company”), approved the implementation of a reverse stock split of the Company’s outstanding
shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of one-for-twenty-five (the “Reverse
Stock Split”), as previously approved at the annual meeting of stockholders held on May 12, 2026. The Reverse Stock Split will become
legally effective as of 4:01 p.m. Eastern Time on May 29, 2026 (the “Legal Effective Date”), and the Common Stock will open
for trading on The Nasdaq Stock Market LLC on a reverse split-adjusted basis on June 1, 2026, under the existing trading symbol “DAIC”
and with the new CUSIP number of 171756208.
Effects of the Reverse Stock Split.
On the Legal Effective Date, every twenty-five shares of the Common
Stock issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Common Stock. The par
value per share of the Common Stock will remain unchanged at $0.0001 per share. The new CUSIP number for the Common Stock following the
Reverse Stock Split will be 171756208.
No fractional shares will be issued in connection with the Reverse
Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole share and stockholders
will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. Each stockholder’s percentage
ownership interest in the Company and proportional voting power will remain unchanged as a result of the Reverse Stock Split, except for
adjustments that will result from rounding fractional shares down to whole shares.
Continental Stock Transfer and Trust will act as the paying agent for
the Reverse Stock Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. Stockholders
owning shares via a broker, bank, trust or other similar organization will have their positions automatically adjusted to reflect the
Reverse Stock Split, subject to such organization’s particular processes, and will not be required to take any action in connection with
the Reverse Stock Split.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form
8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
Item 8.01 Other Events.
On May 28, 2026, the Company issued a press release disclosing the
Reverse Stock Split and the effects thereof. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the Company, filed on May 27, 2026. |
| 99.1 |
|
Press release, dated May 28, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 28, 2026 |
By: |
/s/ Edmund Nabrotzky |
| |
|
Edmund Nabrotzky |
| |
|
President and Chief Executive Officer |
Exhibit 99.1
Dot Ai Announces Implementation of Previously
Approved 1-for-25 Reverse Stock Split
Common Stock Expected to Begin Trading
on a Split-Adjusted Basis on June 1, 2026
LAS VEGAS, NEVADA - May 28, 2026 - CID HoldCo, Inc. (“Dot
Ai” or the “Company”) (Nasdaq: DAIC), today announced that it will implement a one-for-twenty-five reverse stock split
of the Company’s common stock, par value $0.0001 per share (the “Reverse Stock Split”), as previously approved at the
annual meeting of stockholders held on May 12, 2026.
The Reverse Stock Split will become effective at 4:01 p.m.
Eastern Time on May 29, 2026 (the “Effective Date”) and shares of the Company’s common stock will begin trading on a
split-adjusted basis on The Nasdaq Stock Market LLC under the same symbol (DAIC) when the markets open on June 1, 2026, with the new CUSIP
number of 171756208. As previously disclosed, the Company’s stockholders approved, at the annual meeting of stockholders held on
May 12, 2026, a proposal authorizing an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a
reverse stock split of its common stock at a ratio within the range of not less than one-for-ten and not more than one-for-twenty-five,
as set by the Board of Directors.
On the Effective Date, every twenty-five issued and outstanding
shares of common stock will be automatically combined and converted into one share, reducing the number of shares of the Company’s outstanding
common stock from approximately 30.26 million shares to approximately 1.21 million shares. Fractional shares will not be issued. Instead,
stockholders will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. The Reverse Stock
Split is not expected to affect any stockholder’s ownership percentage of the Company’s common stock, except to the extent
that it would result in any stockholder owning a fractional share.
Continental Stock Transfer and Trust will act as the paying
agent for the Reverse Stock Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings.
Stockholders owning shares via a broker, bank, trust or other similar organization will have their positions automatically adjusted to
reflect the Reverse Stock Split, subject to such organization’s particular processes, and will not be required to take any action in connection
with the Reverse Stock Split.
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,
sea ports, medical logistics, warehousing and manufacturing. For more information, please visit daic.ai.
Cautionary Statement Concerning 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 anticipated production capacity increases, facility expansion plans, expected order fulfillment,
and future business growth. 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 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) 247-6461
DAIC@mzgroup.us
www.mzgroup.us
