CID Holdco Inc SEC Filings

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 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. 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. 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. 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. reported that on March 19, 2026, Dr. Sheldon Paul resigned from its board of directors and from the Cybersecurity and Technology Committee, effective immediately. His term had been scheduled to run until the annual stockholder meeting on April 30, 2026. The board’s Nominating and Corporate Governance Committee plans to begin searching for a new independent director to fill the vacancy after that meeting.

CID HoldCo, Inc. reported that on March 19, 2026, Dr. Sheldon Paul resigned from its board of directors and from the Cybersecurity and Technology Committee, effective immediately. His term had been scheduled to run until the annual stockholder meeting on April 30, 2026. The board’s Nominating and Corporate Governance Committee plans to begin searching for a new independent director to fill the vacancy after that meeting.

CID Holdco, Inc. filed an amended current report to correct previously filed loan-related exhibits and describe the terms of a senior secured convertible financing with J.J. Astor & Co. for up to $5,000,000.

On December 5, 2025, the company received an initial $2,000,000 loan evidenced by a Senior Secured Convertible Note with original principal of $2,600,000, of which $1,840,000 was funded after origination fees. Up to three additional $1,000,000 tranches may be drawn if trading-price, volume, listing and equity line conditions are met. The company also issued a warrant to buy 230,770 common shares at $1.69 per share, subject to adjustment and 4.99%–9.99% ownership caps.

The loans are secured by a first-priority lien on substantially all assets and 100% of key subsidiaries’ equity, with subsidiary guarantees and detailed covenants. Following an event of default and an effective resale registration statement, the notes may convert into stock at 80% of a VWAP-based price formula.

CID Holdco, Inc. filed an amended current report to correct previously filed loan-related exhibits and describe the terms of a senior secured convertible financing with J.J. Astor & Co. for up to $5,000,000.

On December 5, 2025, the company received an initial $2,000,000 loan evidenced by a Senior Secured Convertible Note with original principal of $2,600,000, of which $1,840,000 was funded after origination fees. Up to three additional $1,000,000 tranches may be drawn if trading-price, volume, listing and equity line conditions are met. The company also issued a warrant to buy 230,770 common shares at $1.69 per share, subject to adjustment and 4.99%–9.99% ownership caps.

The loans are secured by a first-priority lien on substantially all assets and 100% of key subsidiaries’ equity, with subsidiary guarantees and detailed covenants. Following an event of default and an effective resale registration statement, the notes may convert into stock at 80% of a VWAP-based price formula.

CID Holdco, Inc. (Dot Ai) reported a sharp ramp-up in revenue as it transitioned to commercial operations in 2025, while losses remained significant. Full-year 2025 revenue rose to $5.8 million from $0.2 million, with record fourth quarter revenue of $4.5 million.

Fourth quarter 2025 gross profit reached $2.0 million, a gross margin of 43.7%, but operating expenses of $4.2 million led to a net loss of $2.4 million, or ($0.08) per share. For the full year, net loss widened to $36.7 million from $21.5 million, and adjusted EBITDA was ($9.1 million).

Management highlighted completion of a business combination, Nasdaq listing, expansion of manufacturing in Puerto Rico, and partnerships with CanTech, Wiliot, and Würth Industry North America. For 2026, the company issued revenue guidance of $6.0 to $7.5 million, reflecting expectations for further growth in software subscriptions.

CID Holdco, Inc. (Dot Ai) reported a sharp ramp-up in revenue as it transitioned to commercial operations in 2025, while losses remained significant. Full-year 2025 revenue rose to $5.8 million from $0.2 million, with record fourth quarter revenue of $4.5 million.

Fourth quarter 2025 gross profit reached $2.0 million, a gross margin of 43.7%, but operating expenses of $4.2 million led to a net loss of $2.4 million, or ($0.08) per share. For the full year, net loss widened to $36.7 million from $21.5 million, and adjusted EBITDA was ($9.1 million).

Management highlighted completion of a business combination, Nasdaq listing, expansion of manufacturing in Puerto Rico, and partnerships with CanTech, Wiliot, and Würth Industry North America. For 2026, the company issued revenue guidance of $6.0 to $7.5 million, reflecting expectations for further growth in software subscriptions.

CID Holdco, Inc. outlined insider financing and multiple Nasdaq listing deficiencies. On February 6, 2026, the CEO, CFO and CTO loaned the company $208,000 and may extend total Executive Loans up to $600,000 under unsecured, subordinated notes bearing 7.5% annual interest, with quarterly payments due on July 1, 2026, October 1, 2026 and final payment by December 31, 2026.

The company also received three Nasdaq deficiency notices after 30 consecutive business days below required thresholds for the $1 minimum bid price, $50,000,000 market value of listed securities and $15.0 million market value of publicly held shares. CID Holdco has until August 4, 2026 and August 10, 2026 to regain compliance or face potential delisting, though the notices currently have no immediate effect on its Nasdaq Global Market listing.

CID Holdco, Inc. outlined insider financing and multiple Nasdaq listing deficiencies. On February 6, 2026, the CEO, CFO and CTO loaned the company $208,000 and may extend total Executive Loans up to $600,000 under unsecured, subordinated notes bearing 7.5% annual interest, with quarterly payments due on July 1, 2026, October 1, 2026 and final payment by December 31, 2026.

The company also received three Nasdaq deficiency notices after 30 consecutive business days below required thresholds for the $1 minimum bid price, $50,000,000 market value of listed securities and $15.0 million market value of publicly held shares. CID Holdco has until August 4, 2026 and August 10, 2026 to regain compliance or face potential delisting, though the notices currently have no immediate effect on its Nasdaq Global Market listing.

CID HoldCo, Inc. is conducting a primary offering registering up to 23,809,523 shares of common stock, sold together with Series A-1 and Series A-2 warrants, plus related pre-funded and placement agent warrants and up to 72,976,188 shares issuable upon warrant exercises.

The assumed combined public offering price is $0.4200 per share and accompanying warrants, with pre-funded warrants priced at $0.4199. The deal is a reasonable best-efforts offering with no minimum, so the company may raise significantly less capital than anticipated. Net proceeds are earmarked for working capital and general corporate purposes.

Shares outstanding were 29,273,322 as of September 30, 2025, and would rise to 53,082,845 if the full share amount (including any pre-funded warrants) is sold, before warrant exercises. CID HoldCo flags substantial dilution risk and notes that offering proceeds plus current cash are expected to fund only about six to nine months of operations.

The company discloses substantial doubt about its ability to continue as a going concern, a working capital deficit of $5.4 million, reliance on an up to $50 million equity line with New Circle, and a senior secured convertible loan facility of up to $5 million. Preliminary 2025 results indicate revenue of roughly $4.3–$4.6 million for Q4 and $5.6–$5.9 million for the full year, driven by new customers and initial hardware shipments, but the business remains early-stage with a rapidly evolving sales pipeline.

CID Holdco, Inc. reported that its audit committee dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP ("BPB") as its independent registered public accounting firm and approved Carr, Riggs & Ingram, LLC ("CRI") as the new auditor after CRI acquired certain BPB capital markets assets effective January 1, 2026. BPB’s audit report on SEE ID, Inc. dba Dot Ai’s 2024 consolidated financial statements contained an explanatory paragraph about substantial doubt regarding SEE ID’s ability to continue as a going concern, relating to the business before the June 18, 2025 business combination.

The company states there were no disagreements with BPB on accounting, disclosure, or audit scope, but it previously identified material weaknesses in internal control over financial reporting. These weaknesses caused cost of goods sold to be overstated by $310,160 for the three months ended March 31, 2025 and by $137,204 for the three and nine months ended September 30, 2024, with equal understatements of operating expenses. The company also disclosed that it issued a press release about preliminary 2025 revenue and expected 2026 revenue.

CID Holdco, Inc. reported that its audit committee dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP ("BPB") as its independent registered public accounting firm and approved Carr, Riggs & Ingram, LLC ("CRI") as the new auditor after CRI acquired certain BPB capital markets assets effective January 1, 2026. BPB’s audit report on SEE ID, Inc. dba Dot Ai’s 2024 consolidated financial statements contained an explanatory paragraph about substantial doubt regarding SEE ID’s ability to continue as a going concern, relating to the business before the June 18, 2025 business combination.

The company states there were no disagreements with BPB on accounting, disclosure, or audit scope, but it previously identified material weaknesses in internal control over financial reporting. These weaknesses caused cost of goods sold to be overstated by $310,160 for the three months ended March 31, 2025 and by $137,204 for the three and nine months ended September 30, 2024, with equal understatements of operating expenses. The company also disclosed that it issued a press release about preliminary 2025 revenue and expected 2026 revenue.