--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-26-055200" form_type: "8-K" ticker: "DAIC" cik: "0002033770" company_name: "CID Holdco, Inc." filed_at: "2026-05-12T21:17:45+00:00" generated_at: "2026-05-12T21:21:04.946618+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # CID HoldCo (DAIC) shareholders approve reverse stock split, two financings, and up to 100M share issuance ## Summary - Reverse stock split authorized at ratio between 1:10 and 1:25; Board to determine exact ratio and timing. - Two financing sources approved to repay J.J. Astor Loan and terminate Original ELOC; issuances may exceed 20% of outstanding. - Up to 100M shares (over 20% of outstanding) authorized for future non-public financings. - Equity incentive plan increased to 19,959,853 shares available for issuance. - Director Phyllis Newhouse elected with ~11.8M for, 0.4M withheld, 5.4M broker non-votes. ## SEC filing metadata - accession: 0001213900-26-055200 - form_type: 8-K - ticker: DAIC - cik: 0002033770 - company_name: CID Holdco, Inc. - filed_at: 2026-05-12T21:17:45+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/ea029044501-8k_cidhold.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-055200 - JSON: https://secwatch.observer/filing/0001213900-26-055200.json - Plain text: https://secwatch.observer/filing/0001213900-26-055200.txt ## Key facts - Shareholder Votes CID Holdco, Inc. shareholders approved Approval of the Nasdaq Service Proposal (Financing Source A) at the 2026-05-12 meeting. - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 4A — Approval of the Nasdaq Service Proposal (Financing Source A) Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection with financing documents between the Company and one or more potential financing sources ("Financing Source A"), including a common stock purchase agreement establishing an equity line of credit, a note purchase agreement and related senior secured convertible promissory note, and a common stock purchase warrant, in order to, among other things, make scheduled monthly payments under that certain Loan Agreement, dated December 4, 2025, between the Company and J.J. Astor & Co. (the "J.J. Astor Loan") and terminate that certain Share Purchase Agreement (the "Original ELOC") with New Circle Principal Investments LLC, a Delaware limited liability company ("New Circle"), in an amount that may exceed 20% of the Compan evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - Shareholder Votes CID Holdco, Inc. shareholders approved Approval of the Incentive Plan Amendment Proposal at the 2026-05-12 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 7 — Approval of the Incentive Plan Amendment Proposal Stockholders voted to approve an amendment to the Company's 2024 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares. The affirmative results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,087,758 1,095,507 53,245 5,397,843 evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - Shareholder Votes CID Holdco, Inc. shareholders approved Election of Class I Director at the 2026-05-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 1 — Election of Class I Director Stockholders voted to elect one Class I director nominee, Phyllis Newhouse, to serve until the 2029 annual meeting of stockholders or until her successor is duly elected and qualified. Directors are elected by a plurality of the votes cast. The voting results were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Phyllis Newhouse 11,822,046 414,464 5,397,843 evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - Shareholder Votes CID Holdco, Inc. shareholders approved Approval of the Reverse Split Proposal at the 2026-05-12 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 3 — Approval of the Reverse Split Proposal Stockholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to authorize the Board of Directors to effect one or more reverse stock splits of the Common Stock by a ratio of not less than one-for-ten (1:10) and not more than one-for-twenty-five (1:25), with the exact ratio and number of reverse stock splits, if any, to be determined by the Board of Directors in its sole discretion. The affirmative vote of a majority of the votes cast by the holders entitled to vote thereon was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained 16,513,265 1,113,370 7,718 evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - Shareholder Votes CID Holdco, Inc. shareholders approved Approval of the Nasdaq Conversion Proposal at the 2026-05-12 meeting. - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 5 — Approval of the Nasdaq Conversion Proposal Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), solely if the Company defaults on the J.J. Astor Loan, the issuance of shares of Common Stock upon conversion of the remaining balance of the senior convertible note issued by the Company pursuant to the terms of the J.J. Astor Loan, without giving effect to the exchange cap in such convertible note. The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,884,280 307,391 44,839 5,397,843 evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - Shareholder Votes CID Holdco, Inc. shareholders approved Approval of the Nasdaq Service Proposal (Financing Source B) at the 2026-05-12 meeting. - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 4B — Approval of the Nasdaq Service Proposal (Financing Source B) Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection with financing documents between the Company and one or more potential financing sources ("Financing Source B"), including a common stock purchase agreement establishing an equity line of credit, a preferred stock purchase agreement, and a common stock purchase warrant, in order to, among other things, entirely pay off the J.J. Astor Loan and terminate the Original ELOC, in an amount that may exceed 20% of the Company's Common Stock currently outstanding. The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,473,448 726,020 37,042 5, evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - Shareholder Votes CID Holdco, Inc. shareholders approved Approval of the Nasdaq 20% Proposal at the 2026-05-12 meeting. - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 6 — Approval of the Nasdaq 20% Proposal Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of up to 100,000,000 shares of Common Stock (or securities convertible into or exercisable for Common Stock) in one or more non-public financing transactions, in an amount that may exceed 20% or more of the Company's Common Stock outstanding before the execution of such transactions. The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,415,164 768,271 53,075 5,397,843 evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm - Shareholder Votes CID Holdco, Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2026-05-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-12 source text: Proposal 2 — Ratification of Independent Registered Public Accounting Firm Stockholders voted to ratify the appointment of Carr, Riggs & Ingram, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative results were as follows: Votes For Votes Against Votes Abstained 17,337,725 189,078 107,550 evidence_url: https://www.sec.gov/Archives/edgar/data/2033770/000121390026055200/0001213900-26-055200-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.