CID Holdco, Inc. 8-K

What Happened

• CID Holdco, Inc. (DAIC) announced it received Nasdaq deficiency notices in early February 2026 for failing to meet listing standards and that three executives made loans to the company to provide short-term financing. On Feb. 5 and Feb. 10, 2026, Nasdaq notified the company that its shares failed to meet the minimum $1.00 bid-price rule and certain market-value/listing thresholds. On Feb. 6, 2026, CEO Edmund Nabrotzky, CFO Charles Maddox and CTO Vijayan Nambiar loaned the company $208,000 in aggregate under unsecured, subordinated promissory notes (the company may accept additional loans from them up to $600,000 total).

Key Details

• Nasdaq notices: failed to maintain the $1.00 minimum bid price (Nasdaq Rule 5450(a)(1)); failed to meet a $50 million Market Value of Listed Securities (MVLS) and related asset/revenue thresholds (Rule 5450(b)(2)(A) / 5450(b)(3)(A)); and failed to meet the $15.0 million market value of publicly held shares (MVPHS) requirement (Rule 5450(b)(2)(C)).
• Compliance deadlines: 180 days to cure the minimum bid price and MVLS (until Aug. 4, 2026) and 180 days to cure MVPHS (until Aug. 10, 2026); Nasdaq may extend or begin delisting procedures if deficiencies are not cured.
• Executive Loans: $208,000 initially funded (possible aggregate up to $600,000); unsecured, subordinated promissory notes bearing 7.5% annual interest; payments due quarterly (July 1, 2026; Oct. 1, 2026) with final payment by Dec. 31, 2026; payments are subordinated to the company’s loan agreement with J.J. Astor & Co.
• Effect on listing: Notices do not immediately delist the stock, but each separate deficiency could lead to delisting if not cured; the company may apply to transfer to the Nasdaq Capital Market or appeal any delisting determination.

Why It Matters

• For investors, the Nasdaq deficiency notices signal a real risk to the stock’s continued listing and could reduce liquidity and put downward pressure on the share price if not cured by the stated deadlines.
• The executive loans provide near-term cash support but are short-term, subordinated debt (meaning other creditors are paid first) and do not remove the need to cure Nasdaq deficiencies.
• The company’s plans to monitor the bid price and consider options to regain compliance are forward-looking; there is no assurance Nasdaq will grant extensions or that an appeal would succeed.