CID Holdco, Inc. 8-K

What Happened

• CID Holdco, Inc. (DAIC) held its 2026 Annual Meeting virtually on May 12, 2026 (record date March 23, 2026). Of 29,293,322 shares outstanding, 17,634,353 shares were represented, constituting a quorum.
• Stockholders elected Phyllis Newhouse as Class I director (11,822,046 votes for; 414,464 withheld; 5,397,843 broker non‑votes). Carr, Riggs & Ingram, LLC was ratified as independent auditor (17,337,725 for).
• Shareholders approved an amendment authorizing the Board to effect one or more reverse stock splits between 1‑for‑10 and 1‑for‑25 (16,513,265 for; 1,113,370 against).
• Stockholders approved several Nasdaq‑related financing proposals that would permit issuances exceeding Nasdaq’s 20% threshold (Proposals 4A, 4B, 5, 6), and an amendment to increase the company’s 2024 Equity Incentive Plan to 19,959,853 shares.

Key Details

• Outstanding shares (record date): 29,293,322; shares represented at meeting: 17,634,353.
• Reverse split range approved: not less than 1:10 and not more than 1:25 (Votes For: 16,513,265).
• Potential new issuance authorized: up to 100,000,000 shares (or convertible/exercisable securities) for non‑public financings (Proposal 6 approved).
• Incentive plan increase approved to 19,959,853 shares (Votes For: 11,087,758).

Why It Matters

• The reverse split authorization gives the Board the power to consolidate shares, which would reduce the number of outstanding shares and typically increase the per‑share price, but would not be effective unless and until the Board implements it.
• Nasdaq‑related approvals clear the way for the company to issue shares/warrants in connection with financings (including to address the J.J. Astor loan and to terminate a prior equity line), which may exceed Nasdaq’s 20% threshold and can dilute existing holders if used.
• Approval to potentially issue up to 100 million shares and the incentive plan increase both expand shares available for financing and employee/company awards — important for capital and compensation plans but also relevant for dilution risk.
• Ratification of the auditor and the director election are governance items that maintain continuity in oversight and financial reporting.