Every 8-K that CID Holdco Inc (DAICW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DAICW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DAICW filings page.
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. (“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.
Dot Ai, Inc., through CID HoldCo, entered into a $500,000 Senior Secured Convertible Promissory Note with Phillips Equities & Trust, LLC, providing new capital for working capital and related purposes. The note bears 6% annual interest, matures in 12 months, cannot be prepaid without lender consent, and is optionally convertible at 80% of the lowest daily VWAP over a five-day period, subject to a 4.99% beneficial ownership cap that can increase to 9.99% with notice and a 19.99% Nasdaq exchange cap without prior stockholder approval.
The note is secured by all company assets and intellectual property, initially as a second-priority lien behind obligations that have been acquired by the same lender, and includes restrictive covenants on additional senior or pari passu debt and detailed events of default with a 12% default interest rate. The company agreed to file a Form S-1 within 45 days to register resale of conversion shares. Separately, Dot Ai fully retired approximately $867,000 of secured convertible notes held by White Lion Capital, eliminating that debt and related liens and covenants, and received confirmation that its stock has regained compliance with Nasdaq’s $1.00 minimum bid price rule, though it still faces deficiencies in market value listing requirements.
CID Holdco, Inc. (Dot Ai, Inc.) outlined two potential strategic transactions that remain subject to definitive agreements and approvals. The company signed non-binding letters of intent for an up to $5.0 million convertible preferred stock investment and the sale of a portion of its operating business for approximately $6.0 million in cash, with the buyer assuming up to $3.0 million of related liabilities. The buyer would also fund a $500,000 secured convertible note as a down payment to support working capital and deal expenses in exchange for exclusivity. If completed as described, these steps are intended to strengthen the balance sheet, support continued Nasdaq listing compliance, and allow the company to pursue additional value-creating strategic initiatives, while retaining certain operating units in the listed entity.
CID Holdco, Inc. (Dot Ai) filed an update stating that the company is exploring a broad range of strategic alternatives. Options under review include a sale of the company, a merger or other business combination, strategic partnerships or joint ventures, licensing deals, a recapitalization, new financing, continuing its standalone plan, or a liquidation and dissolution.
The company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as its exclusive financial advisor for this process. No timetable has been set, and the company notes there is no assurance that any transaction will occur or that any completed transaction will be on attractive terms.
CID HoldCo, Inc. entered into a third closing under its Note Purchase Agreement, issuing a senior secured convertible note with a face amount of $287,500 for cash proceeds of $230,000. The six‑month note bears 8% interest and can convert into common stock at 80% of the lowest 15‑day volume‑weighted average price.
The note is second‑lien on all company assets behind an existing J.J. Astor & Co. facility, and its proceeds must be used to make scheduled payments on that prior note. On default, the holder may convert at $0.01 per share, and conversions are capped at 4.99% beneficial ownership, increaseable to 9.99% with notice.
To preserve liquidity, the CEO, CFO, CTO and Chief Revenue Officer agreed to deep salary reductions to legal minimums or 50%, with the balance deferred. Effective May 25, 2026, the company also implemented a temporary furlough of employees, warning this may materially harm revenues and operating results while it evaluates financing options and acknowledges risks around additional capital needs and its ability to continue as a going concern.
CID HoldCo, Inc. (Dot Ai) is implementing a 1-for-25 reverse stock split of its common stock. Every twenty-five existing shares will be automatically converted into one share, with no change to the $0.0001 par value. The split becomes legally effective at 4:01 p.m. Eastern Time on May 29, 2026, and the stock will begin trading on a split-adjusted basis on Nasdaq under the symbol DAIC on June 1, 2026, with new CUSIP 171756208. The company estimates outstanding common shares will decline from approximately 30.26 million to approximately 1.21 million. No fractional shares will be issued; instead, shareholders will receive cash in lieu of fractions, and overall ownership percentages are expected to remain essentially the same apart from rounding.
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.
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.
CID HoldCo, Inc. entered into a financing transaction with White Lion Capital that combines an equity purchase facility and secured convertible notes. The company may sell up to $10,000,000 of common stock through Rapid and VWAP purchase notices during a period ending December 31, 2028. It also agreed to issue senior secured convertible promissory notes with up to $2,875,000 in principal (for up to $2,300,000 in proceeds) bearing 8% interest and convertible at a discount to recent trading prices, with a potential default conversion price of $0.01 per share. Nasdaq rules cap total issuances from these agreements at 19.99% of shares outstanding on the effective date unless stockholders approve more, and both the equity line and related warrant include ownership limits of 4.99% (increasing to 9.99% under certain conditions). The investor also receives fully earned commitment shares based on a $120,000 fee and a warrant to buy up to $2,000,000 of stock, while the notes are secured by substantially all company assets and require proceeds to help service an existing J.J. Astor loan.
CID HoldCo, Inc. reported that on March 19, 2026, Dr. Sheldon Paul resigned from its board of directors and from the Cybersecurity and Technology Committee, effective immediately. His term had been scheduled to run until the annual stockholder meeting on April 30, 2026. The board’s Nominating and Corporate Governance Committee plans to begin searching for a new independent director to fill the vacancy after that meeting.
CID Holdco, Inc. filed an amended current report to correct previously filed loan-related exhibits and describe the terms of a senior secured convertible financing with J.J. Astor & Co. for up to $5,000,000.
On December 5, 2025, the company received an initial $2,000,000 loan evidenced by a Senior Secured Convertible Note with original principal of $2,600,000, of which $1,840,000 was funded after origination fees. Up to three additional $1,000,000 tranches may be drawn if trading-price, volume, listing and equity line conditions are met. The company also issued a warrant to buy 230,770 common shares at $1.69 per share, subject to adjustment and 4.99%–9.99% ownership caps.
The loans are secured by a first-priority lien on substantially all assets and 100% of key subsidiaries’ equity, with subsidiary guarantees and detailed covenants. Following an event of default and an effective resale registration statement, the notes may convert into stock at 80% of a VWAP-based price formula.
CID Holdco, Inc. (Dot Ai) reported a sharp ramp-up in revenue as it transitioned to commercial operations in 2025, while losses remained significant. Full-year 2025 revenue rose to $5.8 million from $0.2 million, with record fourth quarter revenue of $4.5 million.
Fourth quarter 2025 gross profit reached $2.0 million, a gross margin of 43.7%, but operating expenses of $4.2 million led to a net loss of $2.4 million, or ($0.08) per share. For the full year, net loss widened to $36.7 million from $21.5 million, and adjusted EBITDA was ($9.1 million).
Management highlighted completion of a business combination, Nasdaq listing, expansion of manufacturing in Puerto Rico, and partnerships with CanTech, Wiliot, and Würth Industry North America. For 2026, the company issued revenue guidance of $6.0 to $7.5 million, reflecting expectations for further growth in software subscriptions.
CID Holdco, Inc. outlined insider financing and multiple Nasdaq listing deficiencies. On February 6, 2026, the CEO, CFO and CTO loaned the company $208,000 and may extend total Executive Loans up to $600,000 under unsecured, subordinated notes bearing 7.5% annual interest, with quarterly payments due on July 1, 2026, October 1, 2026 and final payment by December 31, 2026.
The company also received three Nasdaq deficiency notices after 30 consecutive business days below required thresholds for the $1 minimum bid price, $50,000,000 market value of listed securities and $15.0 million market value of publicly held shares. CID Holdco has until August 4, 2026 and August 10, 2026 to regain compliance or face potential delisting, though the notices currently have no immediate effect on its Nasdaq Global Market listing.
CID Holdco, Inc. reported that its audit committee dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP ("BPB") as its independent registered public accounting firm and approved Carr, Riggs & Ingram, LLC ("CRI") as the new auditor after CRI acquired certain BPB capital markets assets effective January 1, 2026. BPB’s audit report on SEE ID, Inc. dba Dot Ai’s 2024 consolidated financial statements contained an explanatory paragraph about substantial doubt regarding SEE ID’s ability to continue as a going concern, relating to the business before the June 18, 2025 business combination.
The company states there were no disagreements with BPB on accounting, disclosure, or audit scope, but it previously identified material weaknesses in internal control over financial reporting. These weaknesses caused cost of goods sold to be overstated by $310,160 for the three months ended March 31, 2025 and by $137,204 for the three and nine months ended September 30, 2024, with equal understatements of operating expenses. The company also disclosed that it issued a press release about preliminary 2025 revenue and expected 2026 revenue.
CID Holdco, Inc. reported changes to its board of directors. On August 12, 2025, Holly Grey and Joanna Burkey resigned from the board and from the committees on which they served. Their resignations were stated to be not the result of any disagreements with the company’s operations, policies or practices.
Effective August 15, 2025, Walter Skowronski, 76, and Janice Bryant Howroyd, 72, were appointed as directors. Mr. Skowronski was also appointed chair of the audit committee. Both new directors are described as “independent” and having “financial sophistication” under applicable Nasdaq listing standards, and Mr. Skowronski has been designated an “audit committee financial expert” under SEC rules. The filing highlights Mr. Skowronski’s long senior finance career at Boeing and Lockheed-related entities and Ms. Howroyd’s more than 40 years as founder and CEO of ActOne Group and her extensive board and advisory experience.