Convertible note gives CID HoldCo (NASDAQ: DAIC) $230,000 cash

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CID HoldCo, Inc. entered into a Senior Secured Convertible Promissory Note with White Lion Capital, issuing an original principal amount of $287,500 under a Note Purchase Agreement.

The note carries a 20% original issue discount, giving the company $230,000 in cash, with $20,000 withheld for legal document fees. It bears 8% annual interest, matures six months after issuance, and is convertible at the holder’s option at 80% of the lowest daily volume-weighted average price over the prior fifteen trading days. Conversions are limited to keep the holder below 4.99% ownership, or 9.99% with notice, and the note is secured by a second-priority lien on all company assets. On default, the holder may convert at $0.01 per share. The securities were issued without registration, relying on Section 4(a)(2) or Regulation D.

8-K Event Classification

2 items: 2.03, 3.02

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Note Principal: $287,500 Original Issue Discount: 20% Cash Proceeds: $230,000 +5 more

8 metrics

Note Principal $287,500 Original principal amount of Senior Secured Convertible Promissory Note

Original Issue Discount 20% Discount applied to note principal

Cash Proceeds $230,000 Net cash received by company at first closing

Legal Fees Withheld $20,000 Portion of proceeds withheld to cover legal document fees

Interest Rate 8% per annum Interest on the note; first six months guaranteed

Maturity 6 months Note matures six months after issue date

Conversion Discount 80% of VWAP Conversion price is 80% of lowest daily VWAP over 15 prior trading days

Default Conversion Price $0.01 per share Conversion price upon an event of default

Key Terms

Senior Secured Convertible Promissory Note, original issue discount, volume-weighted average price, second priority lien, +2 more

6 terms

Senior Secured Convertible Promissory Note financial

"the Company issued to the Holder a Senior Secured Convertible Promissory Note in the original principal amount"

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.

original issue discount financial

"The Note was issued with an original issue discount of 20%, resulting in cash proceeds"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

volume-weighted average price financial

"at a variable conversion price equal to 80% of the lowest daily volume-weighted average price of the Common Stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

second priority lien financial

"The Note is subject to a second priority lien on the collateral, behind the first priority lien held by J.J. Astor & Co."

beneficially owning financial

"such conversion would result in the Holder and its affiliates beneficially owning in excess of 4.99% of the outstanding shares"

Section 4(a)(2) regulatory

"were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Understanding 8-K Material Events →

04/30/2026 - 03:19 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): April 24, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 24, 2026, CID HoldCo, Inc. (the “Company”) completed the first closing (the “First Closing”) under that certain Note Purchase Agreement, dated April 17, 2026 (the “Note Purchase Agreement”), by and between the Company and White Lion Capital, LLC, a Nevada limited liability company (the “Holder”). In connection with the First Closing, the Company issued to the Holder a Senior Secured Convertible Promissory Note in the original principal amount of $287,500 (the “Note”). The Note was issued with an original issue discount of 20%, resulting in cash proceeds to the Company of $230,000, of which $20,000 was withheld by the Holder to cover legal document fees. Pursuant to the Note Purchase Agreement, the proceeds from the First Closing are required to be applied to make the Company’s scheduled monthly payments under the senior secured convertible note issued by the Company to J.J. Astor & Co. pursuant to that certain Loan Agreement dated December 4, 2025.

The Note bears interest at 8% per annum, and the interest for the first six months accrues immediately and is guaranteed. The Note matures on the six-month anniversary of the issue date.

The Note is convertible, at the option of the Holder, into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a variable conversion price equal to 80% of the lowest daily volume-weighted average price of the Common Stock during the fifteen trading day period ending on the latest complete trading day prior to the applicable conversion date.

In no event shall the Holder be entitled to convert any portion of the Note to the extent that such conversion would result in the Holder and its affiliates beneficially owning in excess of 4.99% of the outstanding shares of Common Stock, provided that the Holder may increase the ownership limitation up to 9.99% upon sixty-one days’ prior written notice to the Company.

The Note is a second senior secured obligation of the Company, secured by all of the assets, personal property of every kind, intellectual property, claims, products and proceeds of the Company. The Note is subject to a second priority lien on the collateral, behind the first priority lien held by J.J. Astor & Co. pursuant to that certain Loan Agreement dated December 4, 2025.

The Note contains customary events of default, including, among others, failure to pay principal or interest when due, failure to honor conversion obligations, breach of covenants or representations and warranties under the Note or certain other transaction documents, appointment of a receiver or trustee, bankruptcy proceedings, delisting of the Common Stock from Nasdaq, failure to comply with reporting requirements under the Securities Exchange Act of 1934, as amended, and cross-defaults with other agreements between the parties. Upon an event of default, the Note becomes immediately due and payable, and the Holder may, at its option, convert the Note at a default conversion price of $0.01 per share.

The Company may prepay the Note at any time without the prior written consent of the Holder for an amount equal to the original principal amount (or the default amount, as applicable), less all payments previously made, plus accrued and unpaid interest (including guaranteed interest), plus all other amounts, costs, expenses, and liquidated damages due under the Note.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

As described in Item 2.03 above, on April 24, 2026, the Company issued the Note to the Holder with an original principal amount of $287,500. The Note is convertible into shares of Common Stock in accordance with its terms, as described above.

The Note and securities issued in connection with the First Closing were not registered under the Securities Act and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering.

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: April 30, 2026	By:	/s/ Edmund Nabrotzky
		Edmund Nabrotzky
		President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing did CID HoldCo (DAIC) enter into with White Lion Capital?

CID HoldCo issued a Senior Secured Convertible Promissory Note with a $287,500 principal amount to White Lion Capital. The company received $230,000 in cash after a 20% original issue discount and legal fee withholding, providing short-term funding backed by a second-priority lien on its assets.

How much cash does CID HoldCo (DAIC) actually receive from the new note?

The company receives $230,000 in cash proceeds from the $287,500 note. This reflects a 20% original issue discount and $20,000 withheld to cover legal document fees, so the cash inflow is lower than the note’s stated principal amount.

What are the key interest and maturity terms of CID HoldCo’s new note?

The note carries 8% annual interest, with interest for the first six months accruing immediately and guaranteed. It matures on the six-month anniversary of the issue date, making this a short-term, interest-bearing obligation that the company must repay or convert within that period.

How is the conversion price of CID HoldCo (DAIC) note determined?

The note is convertible into common stock at 80% of the lowest daily volume-weighted average price over the fifteen trading days before conversion. This variable pricing ties conversion terms directly to recent market trading levels, potentially increasing share issuance if the stock price declines.

What ownership limits apply to White Lion’s conversions of CID HoldCo stock?

White Lion cannot convert the note if doing so would make it and its affiliates own more than 4.99% of outstanding common stock. It may elect to raise this cap up to 9.99% by giving sixty-one days’ prior written notice to CID HoldCo.

What happens if CID HoldCo (DAIC) defaults on the new convertible note?

If an event of default occurs, the note becomes immediately due and payable, and the holder can convert at a default price of $0.01 per share. Default events include missed payments, covenant breaches, bankruptcy proceedings, Nasdaq delisting, and certain cross-defaults.

Filing Exhibits & Attachments

4 documents