{"filing":{"accession_number":"0001213900-26-062902","cik":"0002033770","ticker":"DAICW","company_name":"CID Holdco, Inc.","form":"8-K","filing_date":"2026-05-29","report_date":null,"primary_document":"ea0292819-8k_cidhold.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2033770/000121390026062902/ea0292819-8k_cidhold.htm"},"events":[{"id":2172,"run_id":1887,"accession_number":"0001213900-26-062902","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"CID HoldCo issued a senior secured convertible promissory note with a principal amount of $287,500 (cash proceeds of $230,000) to White Lion Capital, LLC on May 29, 2026, convertible into common stock at a variable conversion price of 80% of the lowest VWAP during a 15-day period. The note was issued under Section 4(a)(2) and Regulation D exemptions as an unregistered equity security, materially diluting existing shareholders' ownership and voting power.","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-05-29","items":[{"id":2768,"accession_number":"0001213900-26-062902","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"CID HoldCo issued a senior secured convertible promissory note with a face amount of $287,500 (cash proceeds of $230,000) to White Lion Capital, LLC on May 29, 2026. The Note is convertible into common stock at a variable conversion price of 80% of the lowest VWAP during a 15-day period, with a default conversion price of $0.01 per share. This is a dilutive equity issuance structured as a convertible debt instrument, which is material to investors assessing ownership dilution and capital structure. While Item 2.03 typically signals covenant breaches or direct financial obligations, the substance here is a convertible security raising capital—a classic dilutive issuance at a small-cap issuer (ticker DAICW).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2769,"accession_number":"0001213900-26-062902","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of a convertible note with $287,500 principal amount on May 29, 2026, relying on Section 4(a)(2) and Regulation D exemptions. The note is explicitly convertible into shares of Common Stock, making this a dilutive equity issuance typical of private placements. Such transactions materially affect shareholder equity and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":2173,"run_id":1887,"accession_number":"0001213900-26-062902","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"CEO Edmund Nabrotzky, CFO Charles Maddox, CTO Vijayan Nambiar, and CRO (Mrs. Rochester) voluntarily agreed to reduce and defer their base salaries, with amendments to employment agreements and deferral agreements executed as part of cost-saving measures during the company's financing exploration.","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-05-29","items":[{"id":2770,"accession_number":"0001213900-26-062902","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on compensatory arrangements for named executives: CEO Edmund Nabrotzky, CFO Charles Maddox, CTO Vijayan Nambiar, and CRO (Mrs. Rochester) have voluntarily agreed to reduce and defer their base salaries, with amendments to employment agreements and deferral agreements executed. While the context involves financing exploration and cost-saving measures, the principal disclosed action is a material modification of executive compensation arrangements, which is the hallmark of exec_compensation events under Item 5.02(e).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":2174,"run_id":1887,"accession_number":"0001213900-26-062902","anchor_item_number":"8.01","event_type":"going_concern","event_domain":"terminal","is_material":true,"confidence":0.75,"summary":"The company implemented a temporary employee furlough to preserve liquidity while evaluating financing opportunities, coupled with executive salary deferrals and explicit references in forward-looking statements to substantial doubt about the company's ability to continue as a going concern. The combination of liquidity preservation measures, capital-raising urgency, and going-concern risk disclosures signals material financial distress.","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-05-29","items":[{"id":2771,"accession_number":"0001213900-26-062902","item_number":"8.01","item_title":"Other Events.","event_type":"going_concern","event_domain":"terminal","is_material":true,"confidence":0.75,"reasoning":"The disclosure describes a temporary employee furlough implemented to \"preserve the Company's liquidity while it evaluates its financing opportunities,\" coupled with executive salary deferrals and acknowledgment of \"no assurances that the furlough will not materially impact the Company's operations.\" The forward-looking statements section explicitly references \"our financial performance and ability to continue as a going concern,\" signaling substantial doubt about the company's ability to continue operations. While the language stops short of an explicit going-concern qualification, the combination of liquidity preservation measures, capital-raising urgency, and direct reference to going-concern risk in the cautionary note strongly suggests material financial distress.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2768,"accession_number":"0001213900-26-062902","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"CID HoldCo issued a senior secured convertible promissory note with a face amount of $287,500 (cash proceeds of $230,000) to White Lion Capital, LLC on May 29, 2026. The Note is convertible into common stock at a variable conversion price of 80% of the lowest VWAP during a 15-day period, with a default conversion price of $0.01 per share. This is a dilutive equity issuance structured as a convertible debt instrument, which is material to investors assessing ownership dilution and capital structure. While Item 2.03 typically signals covenant breaches or direct financial obligations, the substance here is a convertible security raising capital—a classic dilutive issuance at a small-cap issuer (ticker DAICW).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-05-29"},{"id":2769,"accession_number":"0001213900-26-062902","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of a convertible note with $287,500 principal amount on May 29, 2026, relying on Section 4(a)(2) and Regulation D exemptions. The note is explicitly convertible into shares of Common Stock, making this a dilutive equity issuance typical of private placements. Such transactions materially affect shareholder equity and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-05-29"},{"id":2770,"accession_number":"0001213900-26-062902","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on compensatory arrangements for named executives: CEO Edmund Nabrotzky, CFO Charles Maddox, CTO Vijayan Nambiar, and CRO (Mrs. Rochester) have voluntarily agreed to reduce and defer their base salaries, with amendments to employment agreements and deferral agreements executed. While the context involves financing exploration and cost-saving measures, the principal disclosed action is a material modification of executive compensation arrangements, which is the hallmark of exec_compensation events under Item 5.02(e).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-05-29"},{"id":2771,"accession_number":"0001213900-26-062902","item_number":"8.01","item_title":"Other Events.","event_type":"going_concern","event_domain":"terminal","is_material":true,"confidence":0.75,"reasoning":"The disclosure describes a temporary employee furlough implemented to \"preserve the Company's liquidity while it evaluates its financing opportunities,\" coupled with executive salary deferrals and acknowledgment of \"no assurances that the furlough will not materially impact the Company's operations.\" The forward-looking statements section explicitly references \"our financial performance and ability to continue as a going concern,\" signaling substantial doubt about the company's ability to continue operations. While the language stops short of an explicit going-concern qualification, the combination of liquidity preservation measures, capital-raising urgency, and direct reference to going-concern risk in the cautionary note strongly suggests material financial distress.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:33:14.624193+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-05-29"}]}