CID Holdco, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CID Holdco, Inc. (CID HoldCo) on June 23, 2026, with the report date of July 2, 2026. The filing details the entry into a material definitive agreement involving a new senior secured convertible promissory note, the termination of a prior note agreement, and updates regarding Nasdaq listing compliance. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Capital Structure
- New Debt: Entered into a Senior Secured Convertible Promissory Note with Phillips Equities & Trust, LLC for an original principal amount of $500,000.00.
- Interest Rate: The new Note bears interest at 6% per annum, increasing to 12% per annum upon an Event of Default.
- Maturity: The Note matures twelve months after the funding date (June 23, 2026).
- Conversion Terms: Convertible at the Lender's option into Common Stock at a variable price equal to 80% of the lowest daily VWAP during the 5 consecutive trading days prior to the conversion notice.
- Security Interest: The Note is a senior secured obligation with a second priority lien, subordinated to obligations owed to J.J. Astor & Co. (which were assigned to the Lender).
- Debt Termination: Fully converted and terminated Senior Secured Convertible Promissory Notes previously issued to White Lion Capital, LLC. No principal, interest, or fees remain due to White Lion.
- Use of Proceeds: Proceeds from the new Note are restricted to working capital, transaction expenses, and directors' and officers' insurance premiums.
Material Changes Versus Prior Period
- Debt Restructuring: The Company replaced obligations to White Lion Capital with a new $500,000 facility from Phillips Equities & Trust, LLC, while consolidating the J.J. Astor obligation under the new Lender.
- Listing Compliance: The Company regained compliance with Nasdaq's minimum bid price requirement ($1.00 per share) after a period of non-compliance starting in February 2026. The matter regarding the bid price is now closed.
- Asset Sale Consideration: The new Note serves as consideration for exclusivity regarding a non-binding letter of intent to sell a portion of operating assets used in the SEE ID and DOT Works businesses.
Guidance, Outlook, Risks, and Contingencies
- Nasdaq Compliance Risks: While the bid price deficiency is resolved, the Company remains non-compliant with Nasdaq requirements for a minimum market value of listed securities ($50 million) and minimum market value of publicly held shares ($15 million). The Company is evaluating options to resolve these deficiencies.
- Transaction Risks: The proposed sale of operating assets is based on a non-binding letter of intent. Completion is subject to definitive agreements, due diligence, and regulatory approvals. There is no assurance the transaction will close.
- Conversion Limitations: Issuance of shares upon conversion is capped at 19.99% of outstanding Common Stock unless stockholder approval is obtained. Failure to obtain approval does not trigger a default or penalty.
- Events of Default: Includes failure to pay, breach of covenants, bankruptcy, delisting from Nasdaq, or failure to comply with Exchange Act reporting requirements.
Investor Verification Checklist
- Verify the status of the proposed asset sale to Phillips Equities & Trust, LLC and whether definitive agreements have been executed.
- Monitor the Company's progress in meeting Nasdaq's minimum market value of listed securities ($50M) and publicly held shares ($15M) requirements to avoid delisting.
- Review the upcoming Form 10-Q for the quarter ended June 30, 2026, for the full text of the Note Purchase Agreement and Registration Rights Agreement.
- Confirm the impact of the new 6% interest obligation and the 12% default rate on the Company's liquidity and working capital.
- Check for any subsequent filings regarding stockholder approval for the conversion cap exceeding 19.99%.