CID Holdco, Inc. Form 8-K Summary
Business Context and Reporting Period
CID Holdco, Inc. (Nasdaq: DAIC), an emerging growth company, filed this Current Report on Form 8-K on April 24, 2026. The filing details the completion of a financing transaction on the same date.
Key Financial Metrics and Transaction Details
The Company entered into a Note Purchase Agreement with White Lion Capital, LLC, resulting in the issuance of a Senior Secured Convertible Promissory Note.
- Principal Amount: $287,500
- Cash Proceeds: $230,000 (after a 20% original issue discount)
- Withheld Fees: $20,000 retained by the Holder for legal document fees
- Net Cash Received: $210,000
- Interest Rate: 8% per annum (first six months accrue immediately and are guaranteed)
- Maturity: Six months from the issue date
- Use of Proceeds: Required to be applied to scheduled monthly payments under a senior secured convertible note held by J.J. Astor & Co.
Material Changes and Debt Structure
The new Note represents a second senior secured obligation, subordinate to the first priority lien held by J.J. Astor & Co. The filing does not provide comparative financial metrics (revenue, profit, or cash flow) for the period, as this is a current report focused on a specific debt event rather than a periodic financial statement.
Terms, Risks, and Contingencies
- Conversion Terms: Convertible at the Holder's option at 80% of the lowest 15-day VWAP prior to conversion. Beneficial ownership is capped at 4.99% (expandable to 9.99% with notice).
- Default Provisions: Upon an event of default (including delisting or bankruptcy), the Holder may convert at a punitive price of $0.01 per share.
- Security: Secured by all assets, personal property, and intellectual property of the Company.
- Prepayment: The Company may prepay the Note at any time without consent.
- Regulatory Status: Securities were issued unregistered under Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the Company's ability to meet the mandatory use of proceeds to service the J.J. Astor & Co. debt.
- Assess the dilution risk given the 80% conversion discount and the 4.99% beneficial ownership cap.
- Review the Company's current liquidity position to ensure it can service the new 8% interest obligation and the existing senior debt.
- Confirm the Company's compliance with Nasdaq listing requirements to avoid triggering the default conversion price of $0.01.