DAIC

CID Holdco, Inc. Form 8-K Summary

Business Context and Reporting Period

Date: July 22, 2026
Company: CID Holdco, Inc. (Nasdaq: DAIC)
Context: The Company entered into a Securities Purchase Agreement to raise capital and remediate deficiencies in Nasdaq listing requirements regarding the minimum market value of listed securities ($50 million) and publicly held shares ($15 million). The transaction involves the issuance of three new series of preferred stock and significant changes to corporate governance and management.

Key Financial Metrics and Transaction Terms

Capital Raised: Aggregate purchase price of $6,000,000.
Instrument Structure:

• Series AA Preferred Stock: 400,000 shares sold for $2,000,000. Convertible to Common Stock at $1.00 per share. Non-redeemable.
• Series B Preferred Stock: 800,000 shares sold for $4,000,000. Convertible to Series AAA Preferred Stock (subject to stockholder approval). Proceeds held in a Restricted Account.
• Series AAA Preferred Stock: Authorized for issuance upon conversion of Series B. Convertible to Common Stock at approximately $0.0901 per share.

Liquidity and Restricted Funds: The $4,000,000 Series B proceeds are held in a segregated Restricted Account. Funds are released in tranches based on specific conditions:

• $1,000,000 upon effectiveness of a resale registration statement.
• $2,000,000 upon receipt of required stockholder approval.
• $1,000,000 upon satisfaction of stock price ($4.00 for 5 days) and volume (300,000 shares/day for 30 days) conditions.

Debt and Margins: The filing text does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels. The transaction includes covenants limiting the Company's ability to incur additional indebtedness without lead investor consent prior to the "Board Transition Date."

Material Changes and Governance

Board Composition Changes:

• Immediate: Joseph Risico appointed to the Board of Directors following the Series AA Closing.
• Future (Board Transition Date): Upon conversion of Series B to Series AAA, holders of a majority of Series AAA Preferred Stock gain the right to designate a majority of the Board (at least three additional individuals).
• Trigger Event: If a "Restricted Account Trigger Event" occurs (e.g., unauthorized fund release or material breach), the lead Investor may designate a majority of the Board and assume sole signatory authority over the Restricted Account.

Management Changes:

• President: Ryan Daiss appointed as President of SEE ID HOLDING Corp. (a wholly-owned subsidiary) effective post-Series AA Closing.
• Employment Terms: Mr. Daiss entered a 3-year employment agreement with performance-based equity awards tied to Enterprise Value, Adjusted EBITDA, and strategic transactions. Compensation is contingent on stockholder approval.

Asset Sale: A Special Committee has been authorized to evaluate and negotiate the sale of certain operating assets ("Asset Sale"). This is a separate transaction from the preferred stock issuance.

Guidance, Risks, and Contingencies

Conditions Precedent: Closing is contingent on stockholder approval, filing of Certificates of Designation, absence of a Material Adverse Effect, and no suspension of trading on Nasdaq.
Regulatory Compliance: The transaction is designed to help the Company regain compliance with Nasdaq listing rules (MVLS and MVPHS).
Risks and Contingencies:

• Delisting Risk: Failure to consummate the transaction or meet Nasdaq requirements could result in delisting.
• Control Risk: Investors gain significant board control rights upon conversion of Series B or occurrence of a Trigger Event.
• Forward-Looking Statements: Management notes risks regarding the timing of transactions, ability to retain personnel, and general market conditions.

Unusual Items: The "Restricted Account" mechanism creates a unique liquidity constraint where $4 million of raised capital is inaccessible until specific corporate and market milestones are met.

Investor Verification Checklist

• Stockholder Approval: Verify the status of the upcoming proxy statement and the likelihood of stockholder approval for the issuance of Conversion Shares and the reverse stock split.
• Restricted Account Triggers: Monitor the Company's ability to meet the specific stock price ($4.00) and volume (300,000 shares) thresholds required to release the final $1,000,000 tranche of funds.
• Asset Sale Progress: Track the Special Committee's evaluation of the proposed Asset Sale and any definitive agreements reached.
• Nasdaq Compliance: Confirm whether the transaction successfully resolves the Company's deficiencies regarding the $50 million market value of listed securities and $15 million market value of publicly held shares.
• Board Transition: Monitor the timeline for the "Board Transition Date" and the subsequent shift in board control to the Preferred Stock holders.