CID HoldCo, Inc. filings document Dot Ai's public-company reporting as an IoT and AI-based SaaS business with Nasdaq-listed common stock and warrants. The record includes 8-K reports on operating results, material financing agreements, executive loans, convertible notes, warrants, registration rights, listing-compliance notices and board changes.
Registration statements and proxy materials describe securities offered or registered by the company, stockholder voting matters, director elections, auditor ratification, charter amendments, emerging growth company status, governance structure, risk factors and capital-structure disclosures tied to its asset-intelligence platform and commercial operations.
CID HoldCo, Inc. registers up to 51,000,000 shares of Common Stock for resale by White Lion Capital, LLC pursuant to registration rights under agreements entered April 17, 2026. The registration covers Purchase Shares, Commitment Shares, Warrant Shares and Conversion Shares and does not mean any shares will be issued or sold.
The prospectus states the Company will receive no proceeds from resales under this prospectus; it may, separately, receive up to $10,000,000 from sales to White Lion under the Common Stock Purchase Agreement and up to $10,000,000 from warrant exercises. The filing discloses 29,293,322 shares outstanding prior to this registration and warns that the registered shares represent approximately 174% of current outstanding Common Stock, which could materially depress the trading price. The financial statements reflect a going concern qualification and identified material weaknesses in internal controls.
CID HoldCo, Inc. entered into a Senior Secured Convertible Promissory Note with White Lion Capital, issuing an original principal amount of $287,500 under a Note Purchase Agreement.
The note carries a 20% original issue discount, giving the company $230,000 in cash, with $20,000 withheld for legal document fees. It bears 8% annual interest, matures six months after issuance, and is convertible at the holder’s option at 80% of the lowest daily volume-weighted average price over the prior fifteen trading days. Conversions are limited to keep the holder below 4.99% ownership, or 9.99% with notice, and the note is secured by a second-priority lien on all company assets. On default, the holder may convert at $0.01 per share. The securities were issued without registration, relying on Section 4(a)(2) or Regulation D.
CID HoldCo, Inc. filed an S-1 to register up to 51,000,000 shares of common stock for resale by White Lion Capital, LLC under an equity line, warrant and convertible note financing package.
The registration covers up to 15,000,000 purchase shares under a $10,000,000 Common Stock Purchase Agreement, 1,000,000 commitment shares, 15,000,000 warrant shares tied to a $10,000,000 Commitment Warrant, and 20,000,000 conversion shares from $2,875,000 of senior secured convertible notes. CID HoldCo will not receive proceeds from White Lion’s resale, but may raise cash from sales under the equity line and warrant exercises, which it expects to use mainly to repay a senior secured loan and for working capital. Before the offering, 29,293,322 shares are outstanding, and up to 80,293,322 could be outstanding if all registered shares are issued, creating substantial potential dilution. The filing also highlights rapid revenue growth to $5.8 million in 2025, significant financing obligations, material weaknesses in internal controls, and going concern uncertainty as the company scales its AI-enabled asset-tracking SaaS platform.
CID HoldCo, Inc. filed a shelf prospectus registering up to 28,045,177 shares of Common Stock for resale by selling securityholders and up to 14,999,983 shares issuable upon exercise of Public Warrants. The company will receive proceeds only from cash exercises of the Public Warrants, which could total up to $172,499,805 if fully exercised.
The Total Resale Shares equal approximately 95.74% of current outstanding Common Stock and the prospectus warns that sales could substantially depress the market price. Recent public market quotes: Common Stock $0.24 and Public Warrants $0.02 (closing prices on April 17, 2026).
CID HoldCo, Inc. entered into a financing transaction with White Lion Capital that combines an equity purchase facility and secured convertible notes. The company may sell up to $10,000,000 of common stock through Rapid and VWAP purchase notices during a period ending December 31, 2028. It also agreed to issue senior secured convertible promissory notes with up to $2,875,000 in principal (for up to $2,300,000 in proceeds) bearing 8% interest and convertible at a discount to recent trading prices, with a potential default conversion price of $0.01 per share. Nasdaq rules cap total issuances from these agreements at 19.99% of shares outstanding on the effective date unless stockholders approve more, and both the equity line and related warrant include ownership limits of 4.99% (increasing to 9.99% under certain conditions). The investor also receives fully earned commitment shares based on a $120,000 fee and a warrant to buy up to $2,000,000 of stock, while the notes are secured by substantially all company assets and require proceeds to help service an existing J.J. Astor loan.
CID HoldCo, Inc. is asking stockholders at its May 12, 2026 virtual annual meeting to approve a wide-ranging set of proposals that reshape its capital structure and financing options. Stockholders will vote on reelecting Class I director Phyllis Newhouse and ratifying Carr, Riggs & Ingram, LLC as auditor for the year ending December 31, 2026.
The company seeks authority for a reverse stock split of its common stock at a ratio between 1-for-10 and 1-for-25, after receiving notice from Nasdaq that its share price was below the $1.00 minimum. It also requests approval under Nasdaq Listing Rules 5635(b) and 5635(d) for multiple potential equity financings, including issuances tied to new equity line arrangements, a $2,600,000 senior secured convertible note with J.J. Astor & Co., and separate non‑public offerings of up to 100,000,000 shares of common stock or equivalents. Another proposal would permit conversion of the J.J. Astor note above existing exchange caps if the company defaults.
In addition, CID HoldCo asks investors to increase the share pool under its Equity Incentive Plan to 19,959,853 shares to support employee and director equity compensation. Common stock outstanding as of the March 23, 2026 record date was 29,293,322 shares, each with one vote at the meeting.
CID HoldCo, Inc. files Post-Effective Amendment registering up to 28,045,177 shares of Common Stock for resale by selling securityholders. The amendment also covers up to 655,000 Private Placement Warrants (exercisable at $11.50) and up to 14,999,983 shares issuable upon exercise of assumed Public Warrants, and states the company would receive proceeds only if Public Warrants are exercised for cash, up to $172,499,805. The filing updates the prospectus and includes audited consolidated financial statements for the fiscal year ended December 31, 2025, while noting material weaknesses in internal controls and an independent accountant explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.