CID Holdco, Inc. (DAIC) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CID Holdco, Inc., a Delaware corporation, on February 11, 2026, covering events occurring between February 5, 2026, and February 10, 2026. The Company is an emerging growth company with its principal executive offices in Las Vegas, Nevada. Its common stock (DAIC) and warrants (DAICW) are listed on The Nasdaq Stock Market LLC.
Key Financial Metrics and Obligations
The filing details a new financing arrangement but does not provide comprehensive financial statements, revenue, profit, or cash flow data for the period.
- Executive Loans: On February 6, 2026, the Company's CEO, CFO, and CTO loaned an aggregate of $208,000 to the Company.
- Loan Capacity: These officers may extend additional loans up to a total aggregate of $600,000.
- Terms: The loans are unsecured, subordinated promissory notes accruing interest at 7.5% per annum.
- Repayment Schedule: Quarterly installments are due on July 1, 2026, and October 1, 2026, with a final payment due by December 31, 2026.
- Subordination: Obligations under these notes are subordinated to the Company's obligations under a Loan Agreement with J.J. Astor & Co.
Material Changes and Listing Deficiencies
The Company received multiple deficiency notices from Nasdaq regarding its failure to meet continued listing requirements over the last 30 consecutive business days:
- Minimum Bid Price: Failed to maintain a minimum bid price of $1.00 per share (Rule 5450(a)(1)).
- Market Value of Listed Securities (MVLS): Failed to maintain a minimum MVLS of $50,000,000 (Rule 5450(b)(2)(A)).
- Financial Requirements: Failed to meet minimum total assets and total revenue requirements of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years (Rule 5450(b)(3)(A)).
- Market Value of Publicly Held Shares (MVPHS): Failed to maintain a minimum market value of publicly held shares of $15.0 million (Rule 5450(b)(2)(C)).
These notices have no immediate effect on the listing status but place the Company at risk of delisting if compliance is not achieved.
Outlook, Risks, and Management Commentary
The Company has been granted 180 calendar days to regain compliance with the listing standards:
- Compliance Deadlines: The deadline to cure the Minimum Bid Price and MVLS deficiencies is August 4, 2026. The deadline to cure the MVPHS deficiency is August 10, 2026.
- Remediation Plan: The Company intends to actively monitor its bid price and evaluate options to resolve deficiencies. To regain compliance, the bid price must close at $1.00 or more for 10 consecutive business days prior to the compliance date.
- Delisting Risk: If the Company fails to regain compliance by the deadlines, it may be subject to delisting. The Company may be eligible for an additional 180-day period if it applies to transfer to the Nasdaq Capital Market and meets specific criteria, though there is no assurance of success.
- Forward-Looking Statements: The Company notes that actual results may differ materially from expectations due to risks related to business operations, market conditions, and regulatory developments.
Investor Verification Checklist
- Verify the current trading price of DAIC to assess the feasibility of meeting the $1.00 minimum bid price requirement within 180 days.
- Review the Company's most recent 10-K or 10-Q filings to confirm the specific total assets and revenue figures cited in the MVLS deficiency notice.
- Monitor the Company's ability to secure the remaining $392,000 of the potential $600,000 executive loan facility.
- Check for any subsequent filings regarding the Company's application to transfer to the Nasdaq Capital Market if the initial compliance period is missed.
- Confirm the status of the senior debt obligation with J.J. Astor & Co. to understand the Company's overall liquidity position relative to the new subordinated notes.