CID Holdco, Inc. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CID Holdco, Inc. (CID HoldCo) on August 12, 2026. The Company is a Delaware corporation with its principal executive offices in Las Vegas, Nevada. Its common stock (DAIC) and warrants (DAICW) are listed on The Nasdaq Stock Market LLC. The filing addresses critical events regarding the Company's listing status and debt obligations.
Key Financial Metrics and Obligations
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or operating margins. However, it discloses specific debt-related figures:
- Default Amount: As of August 12, 2026, the total amount owed under the Senior Secured Convertible Note is $1,057,417.37, inclusive of attorneys' fees and costs.
- Debt Instrument: A Senior Secured Convertible Note dated December 4, 2025, originally with J.J. Astor & Co., now held by LHT I, LLC (an affiliate of Phillips Equities & Trust, LLC).
- Liquidity Status: The Company has failed to make required Minimum Monthly Installment Payments since January 2026.
Material Changes and Events
Two material adverse events were reported in this filing:
- Nasdaq Delisting Determinations:
- Initial Determination (Aug 6, 2026): Failure to meet the minimum Market Value of Listed Securities (MVLS) requirement of $50 million.
- Additional Determination (Aug 12, 2026): Failure to meet the minimum Market Value of Publicly Held Shares (MVPHS) requirement of $15 million for 30 consecutive trading days. The Company failed to regain compliance by the August 10, 2026 deadline.
- Debt Default and Foreclosure Notice:
- LHT I, LLC issued a Notice of Default and Demand to Assemble Collateral on August 12, 2026.
- The default is attributed to missed payments since January 2026 and the Nasdaq delisting determination.
- LHT I demanded the immediate assembly of collateral by 5:00 p.m. ET on August 13, 2026, threatening foreclosure on Company assets.
Outlook, Risks, and Management Commentary
Management has requested a hearing before the Nasdaq Hearings Panel to contest the delisting determinations. The hearing request has temporarily stayed the suspension of trading and the filing of a Form 25-NSE. The Company intends to present its views on the deficiencies and is pursuing potential strategic alternatives.
Key Risks and Contingencies:
- Delisting Risk: There is no assurance the Hearings Panel will grant continued listing or that the Company can regain compliance within any granted timeframe.
- Foreclosure Risk: The Company expects LHT I to proceed with foreclosure, which could result in the transfer of a material portion of the Company's operations and assets.
- Forward-Looking Uncertainty: Actual results may differ materially from expectations regarding the hearing outcome and strategic alternatives.
Investor Verification Checklist
- Verify the status of the Nasdaq Hearings Panel decision regarding the Initial and Additional Staff Determinations.
- Confirm whether the Company successfully assembled collateral or reached a settlement with LHT I, LLC to avoid foreclosure.
- Monitor for any subsequent filings regarding the transfer of assets or operations due to the anticipated foreclosure.
- Check for updates on the Company's pursuit of strategic alternatives to address the listing deficiencies.