CID Holdco, Inc. 8-K Filing Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CID Holdco, Inc. (Nasdaq: DAIC) on September 16, 2026, covering events occurring between September 10 and September 15, 2026. The filing details a material definitive agreement to acquire Envoy Technologies, Inc., the issuance of a convertible promissory note, a debt settlement agreement, and a compliance hearing regarding Nasdaq listing requirements.
Key Financial Metrics and Transactions
- Debt Financing: Issued a $550,000 unsecured convertible promissory note (H Capital Note) with a 10% original issue discount ($500,000 cash received). The note bears 8% annual interest, matures in six months, and has a conversion price floor of $0.50 per share.
- Acquisition Consideration: Agreed to acquire 100% of Envoy Technologies, Inc. via the issuance of approximately 10,833,333 shares of Common Stock and Series C Convertible Preferred Stock. This represents approximately 67.3% of the post-closing fully diluted capitalization.
- Debt Settlement: Resolved defaults on a Loan Agreement and a Junior Secured Convertible Promissory Note (Phillips Note) by converting $1,086,785.29 of total obligations (principal, interest, and fees) into 2,815,506 shares of Common Stock at $0.386 per share.
- Liquidity and Obligations: The company will assume approximately $700,000 in vehicle lease obligations previously guaranteed by Blink Charging Co. following the acquisition closing.
Material Changes and Strategic Developments
- Acquisition of Envoy: Entered a binding term sheet to acquire Envoy Technologies, Inc. from BladeRanger Ltd. The deal includes a $12.5 million convertible note held by Blink Charging Co. that converts into 20% of Envoy's equity prior to closing. Closing is targeted for October 6, 2026.
- Capital Structure Changes: The acquisition involves issuing Series C Preferred Stock with a stated value of $6.00 per share, convertible into Common Stock upon stockholder approval. Stockholder approval is targeted for January 2027.
- Debt Resolution: Eliminated outstanding obligations to LHT I, LLC and released all liens on company assets through the settlement agreement and asset transfer.
Outlook, Risks, and Contingencies
- Nasdaq Delisting Risk: The company appeared before a Nasdaq Hearings Panel on September 15, 2026, regarding failures to meet minimum market value requirements ($50 million) and minimum market value of publicly held shares ($15 million), as well as a failure to file the Q2 2026 Form 10-Q. The stock remains listed pending the Panel's decision, but delisting remains a material risk.
- Acquisition Conditions: The Envoy acquisition is subject to customary conditions, including Israeli and Tel Aviv Stock Exchange approvals, and the absence of a material adverse effect. Stockholder approval is required for the issuance of shares upon conversion of the Series C Preferred and H Capital Note but is not a condition to closing.
- Default Provisions: The H Capital Note includes a "penalty" conversion price of $0.01 per share upon an event of default, such as failure to pay principal/interest, delisting from Nasdaq, or insolvency.
- Lock-up Agreements: Shares issued to BladeRanger are subject to a six-month lock-up, while shares issued to Blink are subject to a twelve-month lock-up.
Investor Verification Checklist
- Verify the outcome of the Nasdaq Hearings Panel decision regarding continued listing status.
- Confirm the filing status of the missing Quarterly Report on Form 10-Q for the period ended June 30, 2026.
- Monitor the execution of definitive agreements for the Envoy acquisition by the September 25, 2026 deadline.
- Review the full text of the H Capital Note (Exhibit 10.2) for specific default triggers and conversion mechanics.
- Assess the impact of the 67.3% dilution to existing shareholders upon the closing of the Envoy acquisition.